Exhibit 10.8 REVOLVING CREDIT AND GUARANTY AGREEMENT

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Exhibit 10.8

REVOLVING CREDIT AND
GUARANTY AGREEMENT

among

XXXXXXXX HOSPITALITY TRUST, INC.,
XXXXXXXX HOSPITALITY LIMITED PARTNERSHIP,
XXXXXXXX HOSPITALITY REIT TRUST,
and
SOLOMONS BEACON INN LIMITED PARTNERSHIP

and

BANKBOSTON, N.A.

and

THE OTHER BANKS THAT MAY BECOME
PARTIES TO THIS AGREEMENT

and

August __18__, 1998

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TABLE OF CONTENTS

Section Page
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1. DEFINITIONS AND RULES OF INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Rules of Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2. AGREEMENT TO MAKE REVOLVING CREDIT LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.1 Agreement to Make Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . 14
2.2 Purpose of Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.3 Reduction of Aggregate Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.4 Advances Do Not Constitute a Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3 THE NOTES, INTEREST RATE OPTIONS, REPAYMENT OF REVOLVING CREDIT LOANS . . . . . . . . . . . 15
3.1 The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.2 Funds for Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.3 The Record . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.4 Interest on the Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.5 Interest Rate Selection; Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.6 Default Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.7 Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.8 Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.9 Mandatory Repayments of Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . 17
4. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.1 Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.2 Letter of Credit Expiry Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.3 Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.4 Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.5 Letter of Credit Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.6 Payments on Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.7 Other Reimbursement of Agent by Lenders . . . . . . . . . . . . . . . . . . . . . . . . 20
4.8 Instruction to Pay; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5. COMMITMENT FEE; PAYMENTS AND COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.1 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.2 Agent's Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.3 Unused Facility Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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5.4 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.5 Additional Costs, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.6 Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.7 Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.8 Charges Against Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6. CONDITIONS TO CLOSING AND ALL ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.1 Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.2 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.3 Certified Copies of Organization Documents . . . . . . . . . . . . . . . . . . . . . . . 26
6.4 Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.5 Incumbency Certificate; Authorized Signers . . . . . . . . . . . . . . . . . . . . . . . 27
6.6 Validity of Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.7 Deliveries Regarding Borrowing Base Assets . . . . . . . . . . . . . . . . . . . . . . . 27
6.8 Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.9 Lien Search. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.10 Appraisal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.11 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.12 Performance; No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.13 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.14 Covenant Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.15 Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.16 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.17 No Legal Impediment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.18 Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7. COLLATERAL SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.1 Borrowing Base Assets List. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.2 Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.3 Substitution of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.4 New Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8. REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.1 Organization; Authority, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.2 Title to Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
8.3 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.4 No Material Changes, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.5 Franchises, Patents, Copyrights, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 33

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8.6 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.7 No Materially Adverse Contracts, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.8 Compliance With Other Instruments, Laws, Etc. . . . . . . . . . . . . . . . . . . . . . 34
8.9 Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.10 No Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.11 Setoff, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.12 Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.13 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.14 Partners, Beneficiaries, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.15 ERISA Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.16 Condition of Borrowing Base Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.17 Compliance with Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.18 Assets Under Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.19 Other Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.20 Violations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.21 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.22 Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.23 Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9. AFFIRMATIVE COVENANTS OF THE OBLIGORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.1 Punctual Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.2 Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.3 Financial Statements, Certificates and Information . . . . . . . . . . . . . . . . . . . 38
9.4 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
9.5 Liens and Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
9.6 Inspection of Borrowing Base Assets, Other Real Estate Assets and Books, Appraisals . . 39
9.7 Compliance with Laws, Contracts, Licenses, and Permits . . . . . . . . . . . . . . . . . 40
9.8 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.9 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.10 Further Assurance of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.11 Deposit of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.12 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.13 Interest Rate Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.14 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.15 Hotel Operator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
[9.16Deferred Maintenance Account] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

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9.17 Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.18 Ownership of HH Trust and HHLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
9.19 PIP Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10. NEGATIVE COVENANTS OF THE OBLIGORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.1 Restrictions on Easements, Covenants and Restrictions . . . . . . . . . . . . . . . . 45
10.2 No Amendments, Terminations or Waivers . . . . . . . . . . . . . . . . . . . . . . . . 46
10.3 Restrictions on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.4 Restrictions on Liens, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.5 Restrictions on Loans and Investments . . . . . . . . . . . . . . . . . . . . . . . . 47
10.6 Merger, Consolidation, Conversion, and Disposition of Assets . . . . . . . . . . . . . 48
10.7 Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
10.8 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11. FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.1 Indebtedness to Value Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.2 Minimum Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.3 Ratio of Borrower Cash Flow to Debt Service Charges (Borrower) . . . . . . . . . . . . 49
11.4 Ratio of Borrowing Base Cash Flow to Debt Service Charges (Facility) . . . . . . . . . 49
11.5 Ratio of Borrowing Base Cash Flow to Imputed Debt Service Charges (Facility) . . . . . 50
11.6 Borrowing Base Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.7 Ratio of Borrowing Base Value to Outstanding Facility . . . . . . . . . . . . . . . . 50
11.8 Consolidated Basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
12. GUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
12.1 Agreement to Pay and Perform; Costs of Collection . . . . . . . . . . . . . . . . . . 50
12.2 Reinstatement of Refunded Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 51
12.3 Rights of Lender to Deal with Collateral, Borrower and Other Persons . . . . . . . . . 51
12.4 No Contest with Lenders; Subordination . . . . . . . . . . . . . . . . . . . . . . . . 52
12.5 Waiver of Defenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
12.6 Guaranty of Payment and Performance and Not of Collection . . . . . . . . . . . . . . 54
12.7 Rights and Remedies of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
12.8 Application of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
12.9 Business Failure, Bankruptcy or Insolvency . . . . . . . . . . . . . . . . . . . . . . 55
12.10 Security and Rights of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
12.11 Changes in Writing; No Revocation . . . . . . . . . . . . . . . . . . . . . . . . . . 55
13. EVENTS OF DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

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13.2 Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
13.3 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
13.4 Distribution of Collateral Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 59
13.5 Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
13.6 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
13.7 Events of Default Affecting Borrowing Base Asset . . . . . . . . . . . . . . . . . . . 60
13.8 Environmental Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
14. SETOFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
15. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
15.1 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
15.2 Employees and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
15.3 No Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
15.4 No Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
15.5 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
15.6 Holders of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
15.7 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
15.8 Agent as Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
15.9 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
15.10 Notification of Defaults and Events of Default . . . . . . . . . . . . . . . . . . . . 65
15.11 Duties in the Case of Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . 65
16. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
17. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
18. LIABILITY OF THE LENDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
19. RIGHTS OF THIRD PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
20. SURVIVAL OF COVENANTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
21. ASSIGNMENT AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
21.1 Conditions to Assignment by Lender . . . . . . . . . . . . . . . . . . . . . . . . . . 68
21.2 Certain Representations and Warranties; Limitations; Covenants . . . . . . . . . . . . 68
21.3 Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
21.4 New Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
21.5 Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
21.6 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
21.7 Miscellaneous Assignment Provisions . . . . . . . . . . . . . . . . . . . . . . . . . 70
21.8 No Assignment by the Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

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22. RELATIONSHIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
23. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
24. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
25 CONSENT TO JURISDICTION; WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
26. HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
27. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
28 ENTIRE AGREEMENT, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
29. CONSENTS, AMENDMENTS, WAIVERS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
30. TIME OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
31. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

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8

REVOLVING CREDIT AND
GUARANTY AGREEMENT

THIS REVOLVING CREDIT AND GUARANTY AGREEMENT is made as of August
__18___, 1998, by and among XXXXXXXX HOSPITALITY LIMITED PARTNERSHIP ("HHLP"),
a limited partnership organized under the laws of the Commonwealth of Virginia,
XXXXXXXX HOSPITALITY TRUST, INC. ("HH TRUST"), a corporation organized under
the laws of the Commonwealth of Virginia, XXXXXXXX HOSPITALITY REIT TRUST ("HH
REIT"), a real estate investment trust organized under the laws of the State of
Maryland (HHLP, HH Trust, and HH REIT, collectively, the "BORROWER"), SOLOMONS
BEACON INN LIMITED PARTNERSHIP ("SOLOMONS" or "GUARANTOR"), a limited
partnership organized under the laws of the State of Maryland, each Borrower
and Guarantor having its principal place of business at 00000 Xxx Xxxxxxxx
Xxxx, Xxxxxx Xxxxxx, Xxxxxxxx 00000 and BANKBOSTON, N.A., a national banking
association, having its principal executive offices at 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 and the other lending institutions that will become
parties hereto pursuant to Section 21 and BANKBOSTON, N.A., as agent for itself
and such other lending institutions.

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1 DEFINITIONS. The following terms as used in this Agreement,
any Exhibit hereto, or in any other Loan Document (unless otherwise defined
therein) shall have the meanings set forth in this Section 1.1. Further, any
and all terms that are defined in EXHIBIT B annexed hereto, shall, when used
herein, have the meaning as set forth in such EXHIBIT B.

Adjusted Appraised Value. With respect to any Real Estate Asset that
is the subject of an Appraisal, either the appraised value set forth in such
Appraisal if the final version of such Appraisal is satisfactory to all of the
Lenders, or, if such Appraisal is not satisfactory to all of the Lenders, the
highest value of such Real Estate to which all of the Lenders agree. Unless a
Lender has notified the Agent and other Lenders within fifteen (15) days after
receipt of an Appraisal that such Lender disagrees with the appraised value set
forth in the Appraisal, such Lender shall be deemed to have accepted the
appraised value set forth in the Appraisal.

Advance. Each advance of a Revolving Credit Loan to the Borrower
hereunder by the Lenders, whether such Advances are from time to time, Base
Rate Loan or Eurodollar Rate Loans.

Affiliate. Any Person directly or indirectly controlling, controlled
by or under direct or indirect common control with any other Person. A Person
shall be deemed to control another Person if the controlling Person owns ten
percent (10%) or more of any class of voting securities of the controlled
Person or possesses, directly or indirectly, the power to direct or cause the
direction of the management or policies of the controlled Person, whether
through ownership of stock, by contract or otherwise.

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Agent. BankBoston, acting as agent for the Lenders. The term shall
include any successor agent for the Lenders that may be appointed at any time
in the future under the terms of this Agreement.

Agent's Fee. The annual $20,000.00 fee payable to BankBoston in
accordance with Section 5.2.

Agent's Head Office. The Agent's head office located at 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other location as the Agent may
designate from time to time.

Aggregate Commitment. As of any date, the sum of all of the Lenders'
then-current Commitments. The initial Aggregate Commitment shall be
Thirty-Five Million Dollars ($35,000,000.00).

Agreement. This Revolving Credit Agreement, including the Schedules
and Exhibits hereto.

Appraisal. An appraisal in form and substance satisfactory to the
Agent and the Majority Lenders and prepared by an appraiser acceptable to the
Agent in accordance with the requirements established under FIRREA.

Assets Under Development. Real Estate Assets under development for
which (i) the Borrower is actively pursuing construction, (ii) construction is
progressing toward completion without any undue delay due to permit denial or
other construction delays, and (iii) the Borrower's pro forma financial
statements demonstrate to the Agent's satisfaction that, upon completion, the
Borrower will remain in compliance with the Financial Covenants.

Assignment and Acceptance. See Section 21.1.

Balance Sheet Date. June 30, 1998.

BankBoston. BankBoston, N.A., a national banking association.

Borrower Cash Flow. With respect to any fiscal period, an amount
equal to the sum of (a) Funds From Operations plus (b) interest expense less
(c) the Imputed Capital Expenditure Reserve for all Real Estate Assets,
including Borrowing Base Assets.

Borrower Market Value. The sum of (a) the Borrower Value, plus (b)
Costs Expended to Date for Assets Under Development, and (c) 100% of the
Borrower's unrestricted cash or cash equivalents, excluding tenant security and
other restricted deposits.

Borrower Value. Borrower Cash Flow for the trailing twelve (12)
months ending the most recent fiscal quarter end capitalized at 12.5%

Borrower's Accountant. Xxxxxxx, Xxxxxx and Xxxxxxxxx or such other
independent certified public accountant approved by the Agent.

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Borrowing Base Advance Rate. Forty percent (40%) of the Borrowing
Base Value.

Borrowing Base Asset. Each Real Estate Asset that meets the following
criteria individually and together with the other Real Estate Assets that
meeting the same criteria:

(a) The Real Estate Asset is subject to a Security Deed,
but may not be subject to any other associated mortgage liens, stock pledges,
negative pledges, or pledges of partnership or other equity or other security
interests;

(b) The Real Estate Asset is affiliated with a nationally
recognized and Lender-approved franchise in the upper economy and mid-scale
segments and is:

(i) fully operational with an individual hotel
occupancy of no less than 60% for the most recent trailing twelve (12) month
period and, together with the other Borrowing Base Assets, has an aggregate
average room occupancy of no less than 70% for the same period, and is not the
subject of any matter that may adversely affect the Borrowing Base Value, OR

(ii) an Asset Under Development;

(c) The Agent must have commissioned, received, reviewed
and approved (i) an Appraisal, (ii) an Engineering Report, (iii) an
environmental Phase I Site Assessment performed by a firm acceptable to the
Agent, which indicates the property is either free from any environmentally
hazardous materials or affected by such environmental matters as may be
acceptable to the Agent in its sole and absolute discretion, (iv) a commitment
for title insurance, (v) a copy of the Lease, and (vi) any other real estate
documents deemed appropriate by the Agent in respect of the Real Estate Asset;
and

(d) There are no fewer than six (6) Real Estate Assets
that qualify as Borrowing Base Assets at any one time; furthermore, the value
of Assets Under Development may not account for more than fifteen percent (15%)
of the Borrowing Base Value, and no single asset may comprise more than fifteen
percent (15%) of the Borrowing Base Value.

Borrowing Base Cash Flow. Net Operating Income for each Borrowing
Base Asset, which includes the Imputed Capital Expenditure Reserve, or as
otherwise agreed upon by the Agent and Borrower.

Borrowing Base Value. The aggregate value of the Borrowing Base
Assets, which is the sum of the lowest of the following amounts for each
Borrowing Base Asset: (i) the Adjusted Appraised Value or (ii) the actual
Borrowing Base Cash Flow for the most recent trailing twelve (12) months
capitalized at 12.5% or (iii) if such Borrowing Base Asset has been acquired
within the preceding six (6) months, its acquisition cost.

Business Day. Any day on which the Agent is open for the transaction
of banking business in Boston, Massachusetts and each of the Lenders is open
for the transaction of banking business in the location from which it makes
Advances and receives payments.

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Closing Date. The first date on which the conditions set forth in
Section 6 have been satisfied.

Code. The Internal Revenue Code of 1986 and the regulations
thereunder, all as amended and in effect from time to time.

Collateral. All of the property, rights and interests of the Borrower
and its Subsidiaries that are or are intended to be subject to the security
interests, assignments, and mortgage liens created by the Security Documents,
including, without limitation, the Borrowing Base Assets.

Commitment. With respect to each Lender, the amount set forth on
Schedule 1 hereto as the amount of such Lender's commitment to make Loans to
the Borrower, as the same may be reduced from time to time.

Commitment Percentage. With respect to each Lender, the percentage
set forth on SCHEDULE 1 hereto as such Lender's percentage of the aggregate
Commitments of all of the Lenders.

Consolidated or consolidated. With reference to any term defined
herein, that term as applied to HH Trust and its Subsidiaries, consolidated in
accordance with generally accepted accounting principles. At the option of the
Lenders, any financial reports required hereunder shall be submitted, and any
financial covenants established hereunder shall be calculated, on a
Consolidated basis by the Borrower.

Costs Expended to Date. The sum of project costs expended to date
(excluding interest) by the Borrower for Assets Under Development that qualify
as Borrowing Base Assets.

Covenant Compliance Certificate. A certificate from each of the
Borrowers and Guarantor in the form attached at Exhibit C.

Debt Service Charges (Borrower). For any fiscal period, interest
(including capitalized interest) plus scheduled debt amortization and fees
associated with Letters of Credit, excluding optional prepayments and bullet
maturities other than from loan acceleration; provided that (a) only the
Borrower's share of such interest and scheduled debt amortization owed by any
Partially-Owned Real Estate Holding Entity that are without recourse to the
Borrower shall be included within "Debt Service Charges (Borrower)" and (b) all
of such interest and scheduled debt amortization owed by any Partially-Owned
Real Estate Holding Entity that are recourse to the Borrower shall be included
within "Debt Service."

Debt Service Charges (Facility). For any fiscal period of the
Borrower, the sum of (i) the expenses of the Borrower for such period for (x)
interest payable with respect to the Obligations (including the current portion
thereof) and (y) fees payable hereunder, including without limitation, fees
associated with Letters of Credit, under the other Loan Documents, in
connection with the Obligations plus (ii) current maturities of the Obligations
for such period excluding optional prepayments and bullet maturities, in each
case determined in accordance with generally accepted accounting principles.

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Default. A condition or event which would, with either the giving of
notice or lapse of time or both, constitute an Event of Default.

Default Rate. See Section 3.6.

Deferred Maintenance. See Section 9.16.

Deferred Maintenance Account. See Section 9.16.

Deferred Maintenance Schedule. A schedule to be prepared by the
Borrower regarding the repairs and improvements necessary or appropriate for
the maintenance of the Collateral, which schedule shall be in form and
substance satisfactory to the Agent. The schedule shall (i) be based on the
Engineering Report, (ii) contain an estimate of the amounts needed to complete
the repairs and improvements recommended therein, and (iii) set forth a
description of each item of work and the estimated cost thereof on a separate
line.

Delinquent Lender. See Section 15.5.

Distribution. The (i) declaration or payment of any dividend, (ii)
distribution of cash or other property, (iii) purchase, redemption, or other
retirement (directly or indirectly), or (iv) other distribution, in each case,
of, on or in respect of any shares of any class of capital stock, partnership
interests, or other beneficial or ownership interests of the Borrower.

Dollars. The lawful currency of the United States of America.

Drawdown Date. The date on which any Revolving Credit Loan is made or
is to be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with Exhibit B.

Eligible Assignee. Any of (a) a commercial bank organized under the
laws of the United States, or any State thereof or the District of Columbia,
and having total assets in excess of $1,000,000,000; (b) a savings and loan
association or savings bank organized under the laws of the United States, or
any State thereof or the District of Columbia, and having a net worth of at
least $100,000,000, calculated in accordance with generally accepted accounting
principles; (c) a commercial bank organized under the laws for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any
such country, and having total assets in excess of $1,000,000,000, so long as
such bank is acting through a branch or agency located in the country in which
it is organized or another country which is also a member of the OECD; and (d)
the central bank of any country that is a member of the OECD.

Engineering Report. A building inspection report or reports of one or
more qualified engineering or similar inspector firm approved by the Agent of
each proposed Borrowing Base Asset commissioned by the Agent at the Borrower's
expense or provided by the Borrower at the Borrower's expense. In the Agent's
discretion, the Agent may accept so-called "Property Improvement Plan (PIP)"
reports prepared by or on behalf of the franchisors of the Borrowing

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Base Assets in lieu commissioning a new engineering report; provided that the
Agent reserves the right to require preparation of a more detailed engineering
report if the PIP report is not satisfactory in all respect to the Agent.

Environmental Laws. As specifically defined in the Security Deed.

ERISA Plan. Any employee benefit, employee pension, or multiemployer
plan within the meaning of the Employee Retirement Income Security Act of 1974,
as amended and in effect from time to time.

ERISA Reportable Event. A reportable event with respect to a
Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the
regulations promulgated thereunder as to which the requirement of notice has
not been waived.

Event of Default. See Section 13.

Facility. The revolving credit facility and letters of credit made
available to the Borrower by the Lenders pursuant to this Agreement.

Financial Covenants. The financial covenants of Borrower set forth in
Section 11.

Financing Statements. Uniform Commercial Code Form 1 Financing
Statement(s) from any of the Obligors in favor of the Agent.

Funds From Operations. Consolidated Net Income (Loss) before
extraordinary items, computed in accordance with GAAP, plus, to the extent
deducted in determining Net Income (Loss) and without duplication, (i) gains
(or losses) from debt restructuring and sales of property (or adjustment to
basis of properties or other assets), (ii) non-recurring charges, (iii)
provisions for losses, (iv) real estate related depreciation, amortization and
other non-cash charges (excluding amortization of financing costs), and (v)
amortization of organizational expenses minus, to the extent included in net
income (loss) and without duplication, (a) non-recurring income and (b) equity
income (loss) from unconsolidated partnerships and joint ventures less the
proportionate share of funds from operations of such partnerships and joint
ventures, which adjustments shall be calculated on a consistent basis.

GAAP or Generally accepted accounting principles. Principles that are
(a) consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time
and (b) consistently applied with past financial statements of the Borrower
adopting the same principles; provided that a certified public accountant
would, insofar as the use of such accounting principles is pertinent, be in a
position to deliver an unqualified opinion (other than a qualification
regarding changes in generally accepted accounting principles) as to financial
statements in which such principles have been properly applied.

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Governmental Authority. The United States of America, the State in
which any Borrowing Base Asset is located, the city or town in which any
Borrowing Base Asset is located, and any political subdivision, agency,
authority, department, commission, board, bureau, or instrumentality of any of
them.

Gross Receipts. The sum of cash actually received during any fiscal
period of the Borrower with respect to the Real Estate Assets in payment of the
following items:

(a) rentals, including minimum or base rent, percentage
rent, and any other payments received from HH Management and any other tenants
occupying space in any of the Real Estate Assets during such period;

(b) cash reimbursements from tenants of operating
expenses, insurance premiums, and real estate taxes and the cost of tenant
improvements;

(d) receipts from laundries, vending machines,
recreational facilities and any and all other operating revenues received from
the Real Estate Assets.

If the Borrower shall receive cash by reason of fire or other casualty
insurance proceeds, or a taking by eminent domain, or a loan or advance or a
sale of any part of the Real Estate Assets, such amounts shall not be included
in Gross Receipts.

Gross Receipts shall be determined on a cash basis consistent with the
basis used in the preparation of the computations of Gross Receipts furnished
pursuant to Section 8.3 of this Agreement. Notwithstanding the foregoing,
Gross Receipts with respect to a Real Estate Asset acquired during the
preceding twelve (12) months from the date of such determination of Gross
Receipts shall include all gross receipts of the preceding twelve (12) months
that fall into categories (a) through (d) above without regard to whether the
amounts were received by the Borrower or the prior owner(s) of such Borrowing
Base Asset. Inclusion of gross receipts from the prior owner(s), however,
shall be conditioned upon the submission of adequate documentation of Gross
Receipts during the prior owner(s)' ownership.

Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(3) of ERISA maintained or contributed to by the Borrower
or any ERISA Affiliate the benefits of which are guaranteed on termination in
full or in part by the PBGC pursuant to Title IV of ERISA, other than a
Multiemployer Plan.

Guarantor. Solomons and any other Person that may hereafter become a
guarantor of the Facility.

Guaranty. Section 12 of this Agreement.

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HHLP. Xxxxxxxx Hospitality Limited Partnership, a Virginia limited
partnership, which is one of the Borrowers, is fee owner of each of the initial
Borrowing Base Assets except the Solomons Property, and is the sole general
partner of Solomons.

HH Management. Xxxxxxxx Hospitality Management, Inc., a Maryland
corporation, which is tenant and operator of each of the Borrowing Base Assets.

HH REIT. Xxxxxxxx Hospitality REIT Trust, a Maryland real estate
investment trust, which is one of the Borrowers and is the sole general partner
of HHLP.

HH Trust. Xxxxxxxx Hospitality Trust, Inc., a Virginia corporation,
which is one of the Borrowers and is the sole shareholder of HH REIT.

Hotel Operator. See Section 9.15.

Imputed Capital Expenditure Reserve. A four percent (4%) unfunded
reserve for replacements and other purposes for the Real Estate Assets,
including the Borrowing Base Assets less funded reserves, if any, for such
purposes. The Imputed Capital Expenditure Reserve shall be calculated on a
rolling basis to adjust for acquisitions and dispositions of Real Estate
Assets.

Imputed Debt Service Charges (Facility). See Section 11.5.

Indebtedness. All obligations, contingent and otherwise, that in
accordance with generally accepted accounting principles should be classified
upon the obligor's balance sheet as liabilities, or to which reference should
be made by footnotes thereto, including in any event and whether or not so
classified: (a) all debt and similar monetary obligations, whether direct or
indirect; (b) all liabilities secured by any mortgage, pledge, security
interest, lien, charge, or other encumbrance existing on property owned or
acquired subject thereto, whether or not the liability secured thereby shall
have been assumed; (c) all liabilities under capitalized leases; and (d) all
guaranties, endorsements and other contingent obligations whether direct or
indirect in respect of indebtedness of others, including the obligations to
reimburse the issuer in respect of any letters of credit. Notwithstanding the
foregoing, only such obligor's pro rata share of Indebtedness owed by any
Partially-Owned Real Estate Holding Entity that is without recourse to such
obligor shall be included within "Indebtedness," and all Indebtedness owed by
any Partially-Owned Real Estate Holding Entity that is recourse to such obligor
shall be included within "Indebtedness."

Indemnity Agreement. The Indemnity Agreement Regarding Hazardous
Materials, dated or to be dated on or prior to the Closing Date, made by the
Borrower and the Guarantor in favor of the Agent on behalf of the Lenders.

Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect to any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person.

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Leases. (1) The leases between HHLP, as landlord, and HH Management,
as tenant, of each of the Borrowing Base Assets except the Solomons Property;
(2) the lease between Solomons, as landlord, and HH Management, as tenant, of
the Solomons Property; and (3) any and all other leases, licenses and
agreements, whether written or oral, relating to the use or occupation of space
in any of the Borrowing Base Assets by Persons other than HHLP, Solomons or any
other owner of any future Borrowing Base Asset that may become a Borrower or
Guarantor, as fee owner of the applicable Borrowing Base Asset.

Lenders. BankBoston and the other lending institutions listed on
Schedule 1 hereto and any other Person that becomes an assignee of any rights
and obligations of a Lender pursuant to Section 21.

Letter of Credit. An irrevocable standby letter of credit issued by
the Agent in a face amount denominated in dollars for the Borrower's account
for a Letter of Credit purpose.

Letter of Credit Application. A letter of credit application
completed on the Agent's customary form, or such other form that the Agent may
find satisfactory in the Agent's discretion, and executed and submitted to the
Agent by the Borrower, together with such other information, documents, and
instruments as the Agent may request the Borrower to submit to the Agent with
such application form.

Letter of Credit Collateral Account. Any deposit account, at and for
the benefit of the Agent, into which the Borrower may be required by the Agent,
from time to time, and in accordance with the terms of this Agreement, to make
cash deposits to be held by the Agent as cash collateral to secure the
Borrower's contingent and other reimbursement obligations to the Agent under
outstanding Letters of Credit.

Letter of Credit Fee. The annual fee in an amount equal to two
percent (2.0%) per annum of the face amount of each Letter of Credit plus the
Agent's issuance fee.

Letter of Credit Maximum Amount. Five million Dollars
($5,000,000.00).

Loan Documents. This Agreement, the Notes, the Indemnity Agreement,
and the Security Documents, and all other agreements, documents and instruments
now or hereafter evidencing, securing or otherwise relating to the Facility.

Majority Lenders. As of any date, the Lenders holding at least
fifty-one percent (51%) of the Outstanding principal amount of the Notes on
such date; and if no such principal is Outstanding, the Lenders whose aggregate
Commitments constitute at least fifty-one percent (51%) of the Aggregate
Commitment.

Maturity Date. September 1, 2001.

Maximum Availability. See Section 2.1.

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Net Income (or Deficit). The net income (or deficit) for any fiscal
period of any Person, after deduction of all expenses, taxes, and other proper
charges, determined in accordance with generally accepted accounting
principles, after eliminating therefrom all extraordinary items of income.

Net Operating Income. The amount by which the Gross Receipts of
Borrower from each Real Estate Asset or Assets for any fiscal period exceed the
aggregate of the following items for such fiscal period:

(a) all operating costs and expenses incurred in the
operation of such Real Estate Assets, including, without limitation, real
estate taxes and betterment assessments, management fees for such Real Estate
Assets and cash security deposits from tenants returned to tenants in cash to
the extent the same were included as a part of Gross Receipts;

(b) capital expenditures on the Real Estate Assets;

(c) funded reserves established for replacement and other
purposes for such Real Estate Assets for which funds are set aside in a
separate account or accounts, paid in cash (or, in the case of reserves, set
aside in cash) during such period, but there shall not be deducted from Gross
Receipts amounts paid from funded reserves theretofore established; and

(d) the Imputed Capital Expenditure Reserve.

Without limitation, charges for income taxes, capital gain
taxes, corporate excise taxes and similar taxes, and depreciation, amortization
and other non-cash expenses shall not be deducted from Gross Receipts in
determining Net Operating Income

Net Operating Income shall be determined on a cash basis,
modified as described above, consistent with the basis used in the preparation
of the computations of Net Operating Income furnished pursuant to Section 8.3
of this Agreement. With respect to any fiscal period, if Gross Receipts
includes any amounts received by the prior owner(s) of a Borrowing Base Asset
acquired within the preceding twelve (12) months, then items (a) through (d)
above for the same fiscal period of the prior owner(s) shall be included in the
determination of Net Operating Income. Inclusion of receipts and operating
expenses from the prior owner(s), however, shall be conditioned upon the
submission of adequate documentation of Gross Receipts and operating expenses
during the prior owner(s)' ownership.

Net Worth. Borrower Market Value less Consolidated Indebtedness.

Notes. See Section 3.1.

Obligations. All indebtedness, obligations and liabilities of any of
the Borrower to any of the Lenders and the Agent, individually or collectively,
existing on the date of this Agreement or arising thereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law

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or otherwise, arising or incurred under this Agreement or any of the other Loan
Documents or in respect of the Facility or any of the Notes, or other
instruments at any time evidencing any thereof.

Obligor(s). Each Borrower and, if any Borrower is a partnership, each
general partner of such Borrower and each Guarantor and, if any Guarantor is a
partnership, each general partner of such Guarantor.

Organizational Documents. For any corporation, partnership, trust,
limited liability company, limited liability partnership, unincorporated
association, business or other legal entity, the documents pursuant to which
such entity has been established or organized, as such documents may be amended
from time to time.

Outstanding. With respect to the Facility, the aggregate unpaid
principal of the Revolving Credit Loans and the aggregate outstanding exposure
of issued Letters of Credit as of any date of determination.

Partially-Owned Real Estate Holding Entity. With respect to any
Person, any real estate holding entity in which such Person owns directly or
indirectly some but less than all of the ownership interest in such entity.

Party(ies). Each Obligor; if any Obligor is a partnership, each
partner authorized to execute documents on behalf of such Obligor; if any
Obligor is a limited liability company or corporation, each officer or other
Person authorized to execute documents on behalf of such Obligor; and if any
Obligor is a trust, each trustee of such Obligor.

PBGC. The Pension Benefit Guaranty Corporation created by Section
4002 of ERISA and any successor entity or entities having similar
responsibilities.

Permitted Liens. Liens, security interests and other encumbrances,
permitted by Section 10.4.

Person. Any individual, corporation, partnership, trust,
unincorporated association, business, or other legal entity, and any government
or any governmental agency or political subdivision thereof.

Personal Property. All materials, furnishings, fixtures, furniture,
machinery, equipment and all items of tangible or intangible personal property
now or hereafter owned or acquired by the Borrower, in which the Lender has
been, or will be granted an interest to secure the Project Obligations.

Project Approvals. All approvals, consents, waivers, orders,
agreements, acknowledgments, authorizations, permits and licenses required
under applicable Requirements or under the terms of any restriction, covenant
or easement affecting the Assets Under Development, or otherwise necessary or
desirable, for the ownership, acquisition, use,

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occupancy and operation of the Assets Under Development, whether obtained from
a Governmental Authority or any other Person.

Real Estate Assets. All real estate assets wholly owned by HH Trust
and/or its Subsidiaries, including but not limited to the Borrowing Base
Assets.

Record. Any record, including computer records, maintained by each
Lender with respect to the balance due under the Revolving Credit Loan(s) made
by such Lender to the Borrower.

Requirements. Any law, ordinance, code, order, rule or regulation of
any Governmental Authority relating in any way to the acquisition, ownership,
use, occupancy and operation of any of the Borrowing Base Assets.

Revolving Credit Loans. Revolving credit loans made or to be made by
the Lenders to the Borrower pursuant to Section 2.

Security Deeds. Collectively, the Mortgages and Security Agreements
and Deeds of Trust and Security Agreements, dated or to be dated on or prior to
the Closing Date, made by HHLP with respect to each of the HHLP owned Borrowing
Base Assets or by Solomons with respect to the Solomons Property in favor of
the Agent and any future Mortgages and Security Agreements and Deeds of Trust
and Security Agreements granted by HHLP, Solomons, or any other owner of future
additional or substitute Borrowing Base Assets.

Security Documents. The Security Deeds, the Assignments of Leases and
Rents dated as of the date hereof, the Financing Statements, and any other
agreement, document or instrument now or hereafter securing the Obligations.

Solomons. Solomons Beacon Inn Limited Partnership, a Maryland limited
partnership, which is a Guarantor and is the fee owner of the Solomons
Property.

Solomons Property. The Borrowing Base Asset owned by Solomons and
located in Solomons, Maryland. The Solomons Property is more particularly
described in the Security Deed from Solomons.

Subsidiary. Any corporation, partnership, association, trust, or
other business entity of which the designated parent shall at any time own
directly, or indirectly through a Subsidiary or Subsidiaries at least a
majority (by number of votes) of the outstanding voting interests therein and
shall control such entity. "Control," as used in this definition, means the
possession, directly or indirectly, of the power to direct, or cause the
direction of, the management and policies of an entity, whether through
ownership of voting stock, by contract or otherwise.

Substitution Request. See Section 7.3.

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Survey. An instrument survey of the Land and the Improvements dated
or recertified not earlier than thirty (30) days before the proposed inclusion
of the applicable Real Estate Asset as a Borrowing Base Asset and prepared in
accordance with the Agent's survey requirements, which are attached as Exhibit
F, such survey to be satisfactory to the Agent in form and substance.

Surveyor Certificate. With respect to any Survey, a certificate
executed by the surveyor who prepares such Survey dated as of a recent date and
containing such information relating to the Project as the Lender or the Title
Insurance Company may require, such certificate to be satisfactory to the
Lender in form and substance.

Taking. Any condemnation for public use of, or damage by reason of,
the action of any Governmental Authority, or any transfer by private sale in
lieu thereof, either temporarily or permanently.

Title Insurance Company. Chicago Title Insurance Company and such
other companies as may be approved by the Agent from time to time.

Title Policies. One or more ALTA standard form title insurance
policies issued by any of the Title Insurance Companies (with such reinsurance
or co-insurance as the Agent may require, any such reinsurance to be with
direct access endorsements) in a combined amount not less than the Aggregate
Commitment insuring the priority of each Security Deed and insuring that HHLP
or Solomons, as applicable, holds marketable fee simple title to each of the
Borrowing Base Assets, subject only to such exceptions as the Agent may
approve, and shall contain such endorsements and affirmative insurance as the
Agent in its discretion may require.

Total Assets. All assets of the Borrower determined in accordance
with generally accepted accounting principles.

Total Liabilities. All liabilities of the Borrower determined in
accordance with generally accepted accounting principles and all Indebtedness
of the Borrower, whether or not so classified.

Tri-Party Agreement. The Tri-Party Agreement of even date among HHLP
and Solomons, as owners of the Borrowing Base Assets, HH Management, as tenant
and operator of the Borrowing Base Assets, and the Agent.

Turnover Payment. See Section 12.2.

Unused Facility Fee. A fee payable quarterly in arrears by Borrower
to the Agent for the Lenders accruing at a rate equal to the percent per annum
shown in the following chart on the average available but unborrowed portion of
the Aggregate Commitment and calculated at the end of each calendar quarter
based on the average available but unborrowed portion of the Aggregate
Commitment for such quarter.

- 13 -

==================================================================
UNUSED AGGREGATE UNUSED FACILITY FEE
COMMITMENT
==================================================================

< one-third 0.15%
------------------------------------------------------------------
> one-third < two-thirds 0.20%
-
------------------------------------------------------------------
> two-thirds 0.25%
-
==================================================================

1.2 RULES OF INTERPRETATION.

(a) A reference to any Loan Document, agreement, budget,
document or schedule shall include such agreement, budget, document or schedule
as revised, amended, modified or supplemented from time to time in accordance
with its terms and the terms of this Agreement.

(b) A reference to any Exhibit hereto shall be deemed to
specifically incorporate the terms and provisions of such Exhibit herein.

(d) A reference to any law includes any amendment or
modification to such law.

(e) A reference to any Person includes its permitted
successors and permitted assigns.

(f) Accounting terms not otherwise defined herein have
the meaning assigned to them by generally accepted accounting principles
applied on a consistent basis by the accounting entity to which they refer.

(g) The words "approval" and "approved", as the context
so determines, means an approval in writing given to the party seeking approval
after full and fair disclosure to the party giving approval of all material
facts necessary in order to determine whether approval should be granted.

(h) Reference to a particular "Section" refers to that
section of this Agreement unless otherwise indicated.

2. AGREEMENT TO MAKE REVOLVING CREDIT LOANS.

2.1 AGREEMENT TO MAKE REVOLVING CREDIT LOANS. Subject to the
terms and conditions set forth in this Agreement, each of the Lenders severally
agrees to lend to the Borrower jointly and severally from time to time before
the Maturity Date such sums as are requested by the Borrower up to a maximum
aggregate amount Outstanding (after giving effect

- 14 -

22
to all amounts requested) at any one time equal to such Lender's Commitment so
long as the sum of the Outstanding amount of the Revolving Credit Loans and
Letters of Credit (after giving effect to all amounts requested) shall not at
any time exceed the lesser of (i) the Aggregate Commitment and (ii) the
then-current Borrowing Base Advance Rate (collectively, the "MAXIMUM
AVAILABILITY"). The Borrower may borrow, repay, and reborrow the Revolving
Credit Loans from time to time before the Maturity Date upon notice by the
Borrower to the Agent given in accordance with EXHIBIT B. The Revolving Credit
Loans shall be made pro rata in accordance with each Lender's Commitment
Percentage. Each request for a Revolving Credit Loan hereunder shall
constitute a representation and warranty by the Borrower that the conditions
set forth in Section 6 have been satisfied on the date of such request.

2.2 PURPOSE OF FACILITY. Proceeds of the Facility shall be
available for working capital and other general corporate purposes of the
Borrower.

2.3 REDUCTION OF AGGREGATE COMMITMENT. The Borrower shall have
the right at any time and from time to time upon five (5) Business Days' prior
written notice to the Agent to reduce by $1,000,000.00 or an integral multiple
thereof or terminate entirely the Aggregate Commitment, whereupon the
Commitments of the Lenders shall be reduced pro rata in accordance with their
respective Commitment Percentages of the amount specified in such notice or, as
the case may be, terminated. Promptly after receiving any notice of the
Borrower delivered pursuant to this Section 2.3, the Agent will notify the
Lenders of the substance thereof. No reduction or termination of the
Commitments may be reinstated.

2.4 ADVANCES DO NOT CONSTITUTE A WAIVER. No Revolving Credit Loan
made by any Lender shall constitute a waiver of any of the terms and conditions
of this Agreement, nor, in the event the Borrower fails to satisfy any such
condition, shall any such Revolving Credit Loan have the effect of precluding
the Agent or any Lender from thereafter declaring such failure to satisfy a
condition to be an Event of Default.

3. THE NOTES, INTEREST RATE OPTIONS, REPAYMENT OF REVOLVING CREDIT LOANS.

3.1 THE NOTES. The Revolving Credit Loans shall be evidenced by
separate promissory notes of the Borrower in substantially the form of Exhibit
A hereto (each a "NOTE"), dated as of the Closing Date and completed with
appropriate insertions. One Note shall be made to the order of each Lender
payable in a principal amount equal to such Lender's Commitment or, if such
Lender's Commitment is not then fully advanced, the aggregate outstanding
amount of all Revolving Credit Loans made by such Lender, plus interest accrued
thereon, as set forth in this Agreement.

3.2 FUNDS FOR REVOLVING CREDIT LOANS.

(a) Not later than 11:00 a.m. (Boston time) on the
proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders will
make available to the Agent, at the

- 15 -

Agent's Head Office, in immediately available funds, the amount of such
Lender's Commitment Percentage of the amount of the requested Revolving Credit
Loans. Upon receipt from each Lender of such amount, and upon receipt of the
documents required by Section 6 and the satisfaction of the other conditions
set forth therein, to the extent applicable, the Agent will make available to
the Borrower the aggregate amount of such Revolving Credit Loans made available
to the Agent by the Lenders. The failure or refusal of any Lender to make
available to the Agent at the aforesaid time and place on any Drawdown Date the
amount of its Commitment Percentage of the requested Revolving Credit Loans
shall not relieve any other Lender from its several obligation hereunder to
make available to the Agent the amount of such other Lender's Commitment
Percentage of any requested Revolving Credit Loans.

(b) The Agent may, unless notified to the contrary by any
Lender prior to a Drawdown Date, assume that such Lender has made available to
the Agent on such Drawdown Date the amount of such Lender's Commitment
Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and
the Agent may (but it shall not be required to), in reliance upon such
assumption, make available to the Borrower a corresponding amount. If any
Lender makes available to the Agent such amount on a date after such Drawdown
Date, such Lender shall pay to the Agent on demand an amount equal to the
product of (i) the average computed for the period referred to in clause (iii)
below, of the weighted average interest rate paid by the Agent for federal
funds acquired by the Agent during each day included in such period, times (ii)
the amount of such Lender's Commitment Percentage of such Revolving Credit
Loans, times (iii) a fraction, the numerator of which is the number of days
that elapse from and including such Drawdown Date to the date on which the
amount of such Lender's Commitment Percentage of such Revolving Credit Loans
shall become immediately available to the Agent, and the denominator of which
is 360. A statement of the Agent submitted to such Lender with respect to any
amounts owing under this paragraph shall be prima facie evidence of the amount
due and owing to the Agent by such Lender. If the amount of such Lender's
Commitment Percentage of such Revolving Credit Loans is not made available to
the Agent by such Lender within three (3) Business Days following such Drawdown
Date, the Agent shall be entitled to recover such amount from the Borrower on
demand, with interest thereon at the rate per annum applicable to the Revolving
Credit Loans made on such Drawdown Date.

3.3 THE RECORD. The Borrower irrevocably authorizes each Lender
to make or cause to be made, at or about the time of the Drawdown Date of any
Revolving Credit Loan or at the time of receipt of any payment of the principal
of such Lender's Note, an appropriate notation on the Lender's Note Record
reflecting the making of such Revolving Credit Loan or (as the case may be) the
receipt of such payment. The outstanding amount of the Revolving Credit Loan
set forth on such Lender's Note Record shall be prima facie evidence of the
principal amount thereof owing and unpaid to such Lender, but the failure to
record, or any error in so recording, any such amount on such Lender's Note
Record shall not limit or otherwise affect the obligations of the Borrower
hereunder or under any Note to make payments of principal or interest on any
Note when due. Further, the outstanding amount of any Revolving Credit Loan as
reflected on each Lender's Note Record from time to time shall be considered
presumptively correct and binding

- 16 -

on the Borrower absent manifest error unless within ten (10) Business Days
after receipt of any notice by the Borrower of such outstanding amount, the
Borrower shall notify such Lender to the contrary.

3.4 INTEREST ON THE REVOLVING CREDIT LOANS. The Revolving Credit
Loans shall bear interest at the interest rates, and such interest shall be
payable, as set forth in Exhibit B.

3.5 INTEREST RATE SELECTION; CONVERSION. The Borrower shall have
such rights as are set forth in Exhibit B to select and, as applicable, convert
Revolving Credit Loans from one Type of Revolving Credit Loan to another Type
of Revolving Credit Loan.

3.6 DEFAULT INTEREST. Upon the occurrence of an Event of Default,
at the Lenders' option, the Revolving Credit Loans and all other amounts
payable hereunder or under any of the other Loan Documents shall bear interest
payable on demand at a rate per annum equal to four percent (4%) above the then
applicable highest rate of interest under the Notes until such amount shall be
paid in full (after as well as before judgment) (the "DEFAULT RATE").

3.7 PREPAYMENT. The Borrower shall not have the right at any time
to prepay the Revolving Credit Loans on or before the Maturity Date, as a
whole, or in part, except as set forth in Exhibit B.

3.8 MATURITY. The Borrower promises to pay on the Maturity Date,
and there shall become absolutely due and payable on the Maturity Date, all of
the Revolving Credit Loans outstanding on such date, together with any and all
accrued and unpaid interest thereon.

3.9 MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS. If at any
time the sum of the Outstanding amount of the Revolving Credit Loans and
Letters of Credit exceeds the then applicable Maximum Availability then the
Borrower shall immediately pay the amount of such excess to the Agent for the
respective accounts of the Lenders for application to the Revolving Credit
Loans. Each prepayment of Revolving Credit Loans shall be allocated among the
Lenders, in proportion, as nearly as practicable, to the respective unpaid
principal amount of each Lender's Note, with adjustments to the extent
practicable to equalize any prior payments or repayments not exactly in
proportion.

4. LETTERS OF CREDIT.

4.1 ISSUANCE. The Agent hereby agrees, subject to and in
accordance with the terms and conditions set forth in this Section 4, to issue,
from time to time after the Closing Date and not later than sixty (60) days
before the Maturity Date, Letters of Credit on behalf of the Lenders for the
account of any Borrower.

No Letter of Credit shall be issued or renewed unless at the
time of such issuance or renewal:

- 17 -

(a) no Event of Default shall exist;

(b) no event, circumstance or condition shall exist or
shall have occurred and be continuing that has a materially adverse effect on
any Borrower, any Guarantor, or any Borrowing Base Asset;

(c) the amount of such Letter of Credit, when added to
the then outstanding Letters of Credit hereof, does not exceed the Letter of
Credit Maximum Amount;

(d) the amount of such Letter of Credit, when added to
the then outstanding balance of all Revolving Credit Loans and outstanding
Letters of Credit, does not exceed the Maximum Availability; and

(e) there shall not be more than four (4) other
outstanding Letters of Credit at the time of issuance.

4.2 LETTER OF CREDIT EXPIRY DATES. Each Letter of Credit shall
have an expiry date not more than one (1) year after the date that the Letter
of Credit is issued; provided that no Letter of Credit shall be issued with an
expiry date later than thirty (30) days prior to the Maturity Date.

4.3 APPLICATION. The Borrower shall request the issuance of a
Letter of Credit by its execution and delivery to the Agent of a Letter of
Credit Application together with a Covenant Compliance Certificate in the form
attached to this Agreement at Exhibit C at least five (5) Business Days before
the proposed issuance date of the Letter of Credit. If the Letter of Credit
Application is acceptable to the Agent and all of the conditions for issuance
of a Letter of Credit remain satisfied, then the Agent shall prepare the Letter
of Credit in a form acceptable to the Agent in accordance with the instructions
set forth in the approved Letter of Credit Application and shall issue the
Letter of Credit to the beneficiary of such Letter of Credit unless otherwise
instructed by the Borrower.

4.4 LETTER OF CREDIT FEES. The Borrower shall pay to the Agent an
annual Letter of Credit Fee for each Letter of Credit issued under this
Agreement, which Letter of Credit Fee shall be due and payable in advance on
the date that the Letter of Credit is issued or extended. The Borrower shall
also pay to the Agent on demand an issuance fee of twenty (20) basis points and
such other amendment and letter of credit transaction fees as may be announced
by the Agent from time to time.

4.5 LETTER OF CREDIT RESERVES. If any change in any Law or in the
interpretation thereof by any court or other governmental authority charged
with administration thereof shall either (a) impose, modify or deem applicable
any reserve, special deposit or similar requirement against any Letter of
Credit, or (b) impose on the Agent or any other Lender any other condition
regarding this Agreement or any Letter of Credit, and the result of any event
referred to in clauses (a) or (b) of this Section shall be to increase the cost
to the Agent or any other Lender of

- 18 -

issuing any Letter of Credit, then upon demand by the Agent or such other
Lender, the Borrower shall pay to the Agent or such other Lender such
additional amounts as may be necessary to compensate the Agent or such other
Lender for such increased costs. A certificate submitted by the Agent or such
other Lender to the Borrower, stating such increased costs of issuing Letters
of Credit, shall be conclusive, absent manifest error, as to the amount of such
increased costs.

4.6 PAYMENTS ON LETTERS OF CREDIT.

(a) The Borrower covenants and agrees to immediately and
without demand, and without set-off, defense or counterclaim of any kind,
reimburse the Agent in Dollars in immediately available funds all amounts drawn
under Letters of Credit. The Agent shall promptly notify each of the Lenders
of each such draw.

(b) Before the occurrence of an Event of Default, and
unless otherwise immediately reimbursed to the Agent in Dollars in immediately
available funds by the Borrower, but only to the extent that Base Rate Loans
may be made under this Agreement in the necessary amounts at such times, all
amounts drawn under Letters of Credit shall be reimbursed to the Agent with
proceeds of Base Rate Loans made under this Agreement to the Borrower (and
regardless of whether the Borrower shall have requested such Base Rate Loans)
and directly advanced to the Agent (without instruction or authorization from
the Borrower) for the purpose of making such reimbursements. All such amounts
to be reimbursed with the proceeds of Base Rate Loans shall upon the Agent's
instruction be advanced by the Lenders (including the Agent) in accordance with
the terms of this Agreement, and such Base Rate Loans shall be repayable in
accordance with the terms of this Agreement and the other Loan Documents.

(c) Upon the occurrence of an Event of Default, all of
the Borrower's reimbursement obligations under Letters of Credit, including the
Borrower's obligations to reimburse the Agent for amounts drawn under Letters
of Credit and the Borrower's contingent obligations for amounts not yet drawn
under outstanding Letters of Credit, whether then due or otherwise, shall be
immediately due and payable by the Borrower to the Agent. All such immediately
due and payable amounts paid to the Agent in respect of such contingent
obligations for amounts not yet drawn shall be held by the Agent in the Letter
of Credit Collateral Account as cash collateral and applied by the Agent to
reimburse the Agent from time to time for amounts drawn under Letters of Credit
until all Letters of Credit have expired and the Agent has been reimbursed for
all amounts drawn under Letters of Credit. The Borrower hereby assigns to the
Agent and grants the Agent a security interest in all amounts so held in any
Letter of Credit Collateral Account as cash collateral for the Borrower's
reimbursement obligations under Letters of Credit. Any draw under an
outstanding Letter of Credit after the funding of the Letter of Credit
Collateral Account shall be paid by the Agent first with funds held in the
Letter of Credit Collateral Account to the extent funds are available therein
and are permitted by law to be disbursed and next by Borrower in any amount not
so paid from the Letter of Credit Collateral Account, regardless of the reason
for such non-payment from the Letter of Credit Collateral Account and
regardless of whether there is a balance in the Letter of Credit Collateral
Account. If the Borrower fails to pay such reimbursement obligations
immediately, including such

- 19 -

amounts as are required to be held in the Letter of Credit Collateral Account,
the Lenders shall upon the Agent's instruction, and regardless of whether the
Borrower shall have requested such Base Rate Loans or given the Agent
instructions to the contrary, immediately make Base Rate Loans to the Borrower
and directly apply the proceeds of such Base Rate Loans to the payment of some
or all of such reimbursement obligations and to the funding of some or all of
such amounts to be held in and disbursed to the Agent from the Letter of Credit
Collateral Account. All such amounts paid or held from the proceeds of Base
Rate Loans shall be repayable in accordance with the terms of this Agreement
and the other Loan Documents. When all outstanding Letters of Credit have
expired or have been drawn, any amounts remaining in the Letter of Credit
Collateral Account shall be applied to any Obligations and the surplus, if any,
returned to the Borrower.

(d) The Borrower's agreement and obligation to reimburse
the Agent for amounts due and payable as set forth in the preceding clauses of
this Section (including all such amounts in respect of contingent obligations)
shall be absolute and unconditional under all circumstances and shall be paid
without set-off, counterclaim, or defense to payment which the Borrower may
have against the beneficiary of any such Letter of Credit, or the Agent, any
Lender or any other Person, including any set-off, counterclaim or defense
based on any drawing documents proving to be forged, fraudulent or invalid, or
the legality, validity, regularity or enforceability of such Letter of Credit
or any Letter of Credit Application, this Agreement, the Notes, or any other
Loan Documents.

4.7 OTHER REIMBURSEMENT OF AGENT BY LENDERS.

(a) Upon any draw under a Letter of Credit, and to the
extent not reimbursed by the Borrower or pursuant to an advance made under a
Base Rate Loan, each Lender, immediately upon demand by the Agent, shall
reimburse the Agent in an amount equal to such Lender's Commitment Percentage
of the amount of such draw. In addition, upon an Event of Default, each Lender
shall, upon the written request of the Agent remit to the Agent as security for
its obligations as a participant in each outstanding Letter of Credit (and not
as an advance under a Base Rate Loan), its Commitment Percentage of all
outstanding Letters of Credit, which amount shall be held by the Agent in the
Letter of Credit Collateral Account and applied to draws under the outstanding
Letters of Credit or returned to each Lender upon the expiration of all
outstanding Letters of Credit, as applicable. Each Lender may, in lieu of its
obligations under the preceding sentence, deliver to the Agent a letter of
credit in form and substance satisfactory to the Agent.

(b) Each of the Lenders irrevocably and unconditionally
agrees to honor any demands for payment under this Section and promises to pay
on the same Business Day as demanded the amounts required to be paid by it
pursuant to this Section in immediately available funds, without any set-off,
counterclaim or deduction of any kind. Any payment by a Lender as required by
the immediately preceding sentence shall in no way release, discharge or lessen
the joint and several obligation of the Borrower to pay any Obligations in
accordance with the provisions of this Agreement. The obligation of each of
the Lenders to remit the amounts

- 20 -

required to be paid by it pursuant to this Section shall be unconditional and
irrevocable under any and all circumstances and may not be terminated,
suspended or delayed for any reason whatsoever, including any Default or Event
of Default or any remedial action taken by the Agent or the Lenders in
connection therewith; provided that all payments of such amounts by each of the
Lenders shall be without prejudice to the right of each of the Lenders for any
claim any Lender may have against the Agent as a result of the Agent's alleged
gross negligence or willful misconduct which may be brought by such Lender in a
separate action against the Agent but may not be used as a defense to payment
under the provisions of this Section.

(c) No failure of any Lender to remit the amounts
required to be paid by it pursuant to this Section shall affect the obligations
of the Agent under any Letter of Credit, and if any Lender does not remit the
amounts required to be paid by it pursuant to this Section on the same Business
Day as demanded as above provided, then without limiting such Lender's
obligation to transmit funds on the same Business Day as demanded, such Lender
shall be obligated to pay, on demand of the Agent and without set-off,
counterclaim or deduction of any kind whatsoever an amount equal to the product
of (i) a fraction, the numerator of which is the daily average Federal Funds
Rate during such period and the denominator of which is 360, times (ii) the
amounts required to be paid by such Lender pursuant to this Section, times
(iii) the number of days that elapse from the due date of such Lender's payment
to the date on which such Lender's payment shall have become immediately
available to the Agent.

(d) If any amount paid to the Agent by the Borrower on
account of any Letter of Credit is rescinded or required to be restored or
turned over by the Agent upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrower or upon or as a result of the
appointment of a receiver, intervenor, trustee, conservator or similar officer
for the Borrower, the Agent shall promptly notify each of the Lenders and shall
demand payment from each of the Lenders of its Commitment Percentage of such
amount so restored or turned over by the Agent, and the Lenders shall
immediately make such payment upon demand.

4.8 INSTRUCTION TO PAY; INDEMNIFICATION.

(a) The Borrower hereby irrevocably instructs the Agent
to pay any draft complying with the terms of any Letter of Credit. The
Borrower assumes all risks of the acts and omissions of the beneficiary and
other users of any Letter of Credit.

(b) The Agent and its branches, affiliates and/or
correspondents shall not be responsible for any, and the Borrower shall
indemnify and hold the Agent, the Lenders and their branches, affiliates and
correspondents harmless from and against all, liability, loss and expense
(including reasonable attorney's fees and costs) incurred by the Agent, the
Lenders or their branches, affiliates or correspondents relative to or as a
consequence of (i) any failure of the Borrower to perform the agreements
hereunder and under any Letter of Credit Application, (ii) any Letter of Credit
Application, this Agreement, any Letter of Credit and any drafts and
acceptances under or purporting to be under any Letter of Credit, (iii) any
action taken or omitted by the Lenders, the Agent or their branches, affiliates
or correspondents at the request of the

- 21 -

Borrower, (iv) any failure or inability to perform in accordance with the terms
of any Letter of Credit by reason of any control or restriction rightfully or
wrongfully exercised by any de facto or de jure government, group or individual
asserting or exercising governmental powers, and (v) any consequences arising
from causes beyond the control of the Agent or the Lenders, or their branches,
affiliates or correspondents.

(c) Except for gross negligence and willful misconduct of
the Agent, the Lenders and their branches, affiliates and correspondents, the
Agent, the Lenders and their branches, affiliates and correspondents, shall not
be liable or responsible in any respect for any (i) error, omission,
interruption or delay in transmission, dispatch or delivery of any one or more
messages or advices in connection with any Letter of Credit, whether
transmitted by cable, telegraph, mail or otherwise and despite any cipher or
code which may be employed, or (ii) action, inaction or omission that may be
taken or suffered by it or them in good faith or through inadvertence in
identifying or failing to identify any beneficiary or otherwise in connection
with any Letter of Credit.

(d) Any Letter of Credit may be amended, modified or
revoked only upon the receipt by the Agent from the Borrower, the beneficiary
(including any transferees and assignees of the original beneficiary), the
Agent and the Lenders of a written consent and request for such amendment,
modification or revocation, and then only on such terms and conditions as the
Agent may prescribe in the Agent's discretion.

(e) If any Laws, orders of court and/or rulings or
regulations of any governmental authorities of the United States, any state, or
foreign government permits the beneficiary under a Letter of Credit to require
the Agent or its branches, affiliates or correspondents to pay drafts under or
purporting to be under a Letter of Credit after the expiration date of the
Letter of Credit, the Borrower shall reimburse the Agent for any such payment
pursuant to Section 4.6.

(f) Except as may otherwise be specifically provided in a
Letter of Credit or Letter of Credit Application, the laws of the Commonwealth
of Massachusetts and the Uniform Customs and Practice for Documentary Credits,
1993 Revision, International Chamber of Commerce Publication No. 500 shall
govern the Letters of Credit. In the event of a conflict between the Uniform
Customs and Practice for Documentary Credits and the laws of the Commonwealth
of Massachusetts, the laws of the Commonwealth of Massachusetts shall prevail.

5. COMMITMENT FEE; PAYMENTS AND COMPUTATIONS.

5.1 COMMITMENT FEE. The Borrower agrees to pay to the Agent for
the pro rata accounts of the Lenders a commitment fee, which shall be detailed
in a separate fee letter.

5.2 AGENT'S FEE. The Borrower shall pay the Agent's Fee to the
Agent, for the Agent's own account, on the Closing Date; provided that if
BankBoston is the sole Lender on the Closing Date, payment of the Agent's fee
shall be deferred until BankBoston transfers a portion

- 22 -

of the Aggregate Commitment to an Eligible Assignee pursuant to Section 21.
Upon such transfer, the Borrower shall pay the Agent's Fee within ten (10) days
after demand by the Agent.

5.3 UNUSED FACILITY FEE. The Borrower shall pay to the Agent the
Unused Facility Fee for each year or portion thereof prior to the termination
of the Lenders' obligations to make Revolving Credit Loans under this
Agreement. The accrued portion of the Unused Facility Fee shall be due and
payable to the Agent quarterly in arrears. If the Borrower repays the Facility
in full and terminates in writing the Lenders' obligation to make any further
Revolving Credit Loans or issue Letters of Credit, the Borrower shall have no
obligation to pay the Unused Facility Fee for the period between such
termination and the scheduled Maturity Date. The Agent shall distribute to
each Lender such Lender's Commitment Percentage of each Unused Facility Fee
paid to the Agent.

5.4 PAYMENTS.

(a) All payments of principal, interest, commitment fees,
and any other amounts due hereunder or under any of the other Loan Documents
shall be made to the Agent, for the respective accounts of the Lenders and the
Agent, at X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other
location in the Boston, Massachusetts area that the Agent may from time to time
designate, in the billing invoice or otherwise, in immediately available funds
in lawful money of the United States.

(b) All payments by the Borrower hereunder and under any
of the other Loan Documents shall be made without setoff or counterclaim and
free and clear of and without deduction for any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings, compulsory loans, restrictions or
conditions of any nature now or hereafter imposed or levied by any jurisdiction
or any political subdivision thereof or taxing or other authority therein
unless the Borrower is compelled by law to make such deduction or withholding.
If any such obligation is imposed upon the Borrower with respect to any amount
payable by it hereunder or under any of the other Loan Documents, the Borrower
will pay to the Agent, for the account of the Lenders or (as the case may be)
the Agent, on the date on which such amount is due and payable hereunder or
under such other Loan Document, such additional amount in Dollars as shall be
necessary to enable the Lenders or the Agent to receive the same net amount
that the Lenders or the Agent would have received on, such due date had no such
obligation been imposed upon the Borrower. The Borrower will deliver promptly
to the Agent certificates or other valid vouchers for all taxes or other
charges deducted from or paid with respect to payments made by the Borrower
hereunder or under such other Loan Document.

5.5 ADDITIONAL COSTS, ETC. If any present or future applicable
law, which expression, as used herein, includes statutes, rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon
or otherwise issued to any

- 23 -

Lender or the Agent by any central bank or other fiscal, monetary or other
authority (whether or not having the force of law), shall:

(a) subject any Lender or the Agent to any tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature with respect
to this Agreement, the other Loan Documents, such Lender's Commitment or the
Loans (other than taxes based upon or measured by the income or profits of such
Lender or the Agent), or

(b) materially change the basis of taxation (except for
changes in taxes on income or profits) of payments to any Lender of the
principal of or the interest on any Loans or any other amounts payable to any
Lender or the Agent under this Agreement or any of the other Loan Documents, or

(c) impose or increase or render applicable (other than
to the extent specifically provided for elsewhere in this Agreement) any
special deposit, reserve, assessment, liquidity, capital adequacy or other
similar requirements (whether or not having the force of law) against assets
held by, or deposits in or for the account of, or loans by, or letters of
credit issued by, or commitments of an office of any Lender, or

(d) impose on any Lender or the Agent any other
conditions or requirements with respect to this Agreement, the other Loan
Documents, the Loans, such Lender's Commitment, or any class of loans or
commitments of which any of the Loans or such Lender's Commitment forms a part;

and the result of any of the foregoing is

(i) to increase the cost to any Lender of making,
funding, issuing, renewing, extending or maintaining any of the Loans or such
Lender's Commitment, or

(ii) to reduce the amount of principal, interest,
or other amount payable to such Lender or the Agent hereunder on account of
such Lender's Commitment, any Letter of Credit or any of the Loans, or

(iii) to require such Lender or the Agent to make
any payment or to forego any interest or other sum payable hereunder, the
amount of which payment or foregone interest or other sum is calculated by
reference to the gross amount of any such receivable or deemed received by such
Lender or the Agent from the Borrower hereunder,

then, and in each such case that such amounts are being generally passed
through to borrowers of similar capitalization and leverage of such Lender, the
Borrower will, upon demand made by such Lender or (as the case may be) the
Agent at any time and from time to time and as often as the occasion therefor
may arise, pay to such Lender or the Agent such additional amounts as will be
sufficient to compensate such Lender or the Agent for such additional cost,
education, payment or foregone interest or other sum.

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5.6 CAPITAL ADEQUACY. If the Agent or any Lender shall have
determined that the adoption of any applicable law, rule, regulation,
guideline, directive or request (whether or not having force of law)
regarding capital requirements, or the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by the Agent or
such Lender with any of the foregoing imposes or increases a requirement by the
Lender to allocate capital resources to the Revolving Credit Loans made, or to
be made, hereunder, which has or would have the effect of reducing the return
on such Lender's capital to a level below that which such Lender could have
achieved (taking into consideration such Lender's then existing policies with
respect to capital adequacy and assuming full utilization of such Lender's
capital) but for such adoption, change or compliance, by any amount deemed by
such Lender to be material and such increase is being generally passed through
to borrowers of similar capitalization and leverage with such Lender: (i) the
Agent or such Lender shall promptly after its determination of such occurrence
give notice thereof to the Borrower; and (ii) the Borrower shall pay to the
Agent for the account of such Lender as an additional fee from time-to-time on
demand such amount as the such Lender certifies to be the amount that will
compensate it for such reduction. In determining such amounts, such Lender may
use any reasonable averaging and attribution methods.

5.7 CERTIFICATE. A certificate setting forth any additional
amounts payable pursuant to Section 5.5 or Section 5.6 and a brief explanation
of such amounts that are due, submitted by any Lender or the Agent to the
Borrower, shall be prima facie evidence that such amounts are due and owing.

5.8 CHARGES AGAINST ACCOUNTS. The Agent and each Lender shall
have the right, and the Borrower hereby irrevocably authorizes the Agent and
each Lender, to charge any account of the Borrower with the Agent or such
Lender, without the further approval of the Borrower, for (a) any installment
of interest or principal due under such Lender's Note, (b) any costs or
expenses incurred by the Agent or such Lender which are to be paid or
reimbursed by the Borrower under the terms of this Agreement or any of the
other Loan Documents, or (c) any other sums due to the Agent or such Lender
under such Lender's Note, this Agreement or any of the other Loan Documents,
and any other Obligations, all to the extent that the same are not paid by the
respective due dates thereof. If any Lender makes any of the foregoing charges
against any account of the Borrower, such Lender shall use commercially
reasonable efforts to notify the Borrower of such charge promptly thereafter.

6. CONDITIONS TO CLOSING AND ALL ADVANCES.

The obligation of the Lenders to make the Revolving Credit Loans or to
issue Letters of Credit shall be subject to the satisfaction of the following
conditions precedent:

6.1 LOAN DOCUMENTS. Each of the Loan Documents shall have been
duly executed and delivered by the respective parties thereto, shall be in full
force and effect and shall be in form and substance satisfactory to each of the
Lenders. Each Lender shall have received a fully executed copy of each such
document.

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6.2 LEASES. The Leases shall have been duly executed by the
respective parties thereto, shall be in full force and effect, and shall be in
form and substance satisfactory to the Lenders. The Agent shall have received
a certified or fully executed copy of each Lease. HH Management, as tenant
under each of the Leases other than the restaurant Lease at the Solomons
Property, shall have duly executed and delivered the Tri-Party Agreement, and
each Lender shall have received from the Agent a fully executed copy of such
document.

6.3 CERTIFIED COPIES OF ORGANIZATION DOCUMENTS. The Agent shall
have received from each of the Parties a certified copy of its Organization
Documents as in effect on such date of certification, such Organizational
Documents to be in form and substance satisfactory to the Agent.

6.4 RESOLUTIONS. All action necessary for the valid execution,
delivery and performance by each Party of this Agreement and the other Loan
Documents to which it is or is to become a party shall have been duly and
effectively taken, and evidence thereof satisfactory to the Agent shall have
been provided to the Agent. The Agent shall have received from each such
Person true copies of the resolutions authorizing the transactions described
herein, each certified as of a recent date to be true and complete.

6.5 INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS. The Agent shall
have received from each Party an incumbency certificate, dated as of the
Closing Date, giving the name and bearing a specimen signature of each
individual who shall be authorized: (a) to sign, in the name and on behalf of
such Person each of the Loan Documents to which such Person is or is to become
a party; (b) in the case of the Borrower, to make Draw Requests; and (c) to
give notices and to take other action on such Party's behalf of under the Loan
Documents.

6.6 VALIDITY OF LIENS. The Security Documents shall be effective
to create in favor of the Agent a legal, valid and enforceable first lien and
security interest in the Collateral. All filings, recordings, deliveries of
instruments and other actions necessary or desirable in the opinion of the
Agent to protect and preserve such lien and security interest shall have been
duly effected. The Agent shall have received evidence thereof in form and
substance satisfactory to the Agent.

6.7 DELIVERIES REGARDING BORROWING BASE ASSETS. The following
items or documents shall have been delivered to the Agent by the Borrower and
shall be in form and substance satisfactory to the Agent:

(a) Title Policies. The Title Policies, together with
proof of payment of all fees and premiums for such policies and true and
accurate copies of all documents listed as exceptions under such policies, with
such reinsurance or coinsurance as the Agent may require.

(b) Other Insurance. Duplicate originals or certified
copies of all policies of insurance required hereunder or by the Security Deeds
to be obtained and maintained.

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(c) Environmental Report(s). A Phase I Environmental
Site Assessment (an "ESA") dated within six (6) months of the proposed
inclusion of the Real Estate Asset as a Borrowing Base Asset and performed by
an environmental professional acceptable to the Agent which (i) meets the
minimum criteria for Phase I Environmental Site Assessments established under
the most recent edition of ASTM Standard Practice E1527, (ii) includes a visual
inspection to determine the presence and condition of asbestos containing
materials, and (iii) includes observations concerning the potential for
wetlands on the Borrowing Base Asset. Such ESA must be satisfactory in all
respects to the Agent in its sole discretion and must be accompanied or
supplemented by a reliance letter in the form attached as Exhibit D.

(d) Engineering Report(s). An Engineering Report, which
report or reports shall indicate a condition of the improvements on the
Borrowing Base Assets in compliance with all Requirements and in all respects
satisfactory to the Agent in its sole discretion and upon which report or
reports the Lenders are expressly entitled to rely.

(e) Survey and Taxes. A Survey of each of the Borrowing
Base Assets (and all existing improvements thereon) and Surveyor's Certificate,
and evidence of payment of all real estate taxes and municipal charges on the
Borrowing Base Assets that were due and payable prior to the Closing Date.

(f) Hotel Franchise Comfort Letter. A comfort letter or
comparable agreement from the franchisor of each Borrowing Base Asset in form
and substance satisfactory to the Agent.

(g) Deferred Maintenance Schedule. A copy of the
Deferred Maintenance Schedule, if any, in form and substance satisfactory to
the Agent.

6.8 LEGAL OPINIONS. Each of the Lenders and the Agent shall have
received favorable opinions in form and substance satisfactory to the Lenders
and the Agent's counsel, addressed to the Lenders and the Agent and dated as of
the Closing Date or as of the date of the addition or substitution of a
Borrowing Base Asset, from counsel to the Obligors acceptable to the Lenders.

6.9 LIEN SEARCH. The Agent shall have received a certification
from the Title Insurance Company or counsel satisfactory to the Agent (which
shall be updated from time to time at the Borrower's expense upon request by
the Agent) that a search of the public records disclosed no conditional sales
contracts, security agreements, chattel mortgages, leases of personalty,
financing statements or title retention agreements that affect any of the
Collateral other than the Security Deeds and Financing Statements and Permitted
Encumbrances.

6.10 APPRAISAL. The Lenders shall have received an Appraisal of
each of the Borrowing Base Assets, in form and substance satisfactory to each
of the Lenders.

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6.11 COMMITMENT FEE. The Borrower shall have paid to the Agent the
commitment fee pursuant to Section 5.1.

6.12 PERFORMANCE; NO DEFAULT. Each Borrower shall have performed
and complied with all terms and conditions herein required to be performed or
complied with by it on or prior to the advance of the Revolving Credit Loan or
issuance of the Letter of Credit being requested, and there shall exist no
Default or Event of Default.

6.13 REPRESENTATIONS AND WARRANTIES. The representations of
warranties made by the Obligors in the Loan Documents or otherwise made by or
on behalf of the Obligors in connection therewith shall have been true and
correct in all respects when made and shall be true and correct in all respects
on the date of any Revolving Credit Loan or issuance of any Letter of Credit.

6.14 COVENANT COMPLIANCE CERTIFICATE. The Borrower shall have
submitted a Covenant Compliance Certificate in the form attached to this
Agreement at Exhibit C certifying that the Borrower is in compliance with the
Financial Covenants.

6.15 PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
the transactions contemplated by this Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Lenders and to the Agent's legal counsel, and the Lenders and such
counsel shall have received all information and such counterpart originals or
certified or other copies of such documents as the Agent may reasonably
request.

6.16 WAIVER. Any waiver by the Lenders of any of the conditions
precedent contained herein for the Closing Date and any Revolving Credit Loan
or Letter of Credit shall not be deemed to be a waiver by the Lenders of such
conditions precedent for any subsequent Revolving Credit Loan or Letter of
Credit, if any, or any other obligation of the Borrowers hereunder.

6.17 NO LEGAL IMPEDIMENT. No change shall have occurred in any law
or regulations thereunder or interpretations thereof that in the reasonable
opinion of any Lender would make it illegal for such Lender to make such
Revolving Credit Loan or for the Agent to issue Letters of Credit.

6.18 GOVERNMENTAL REGULATION. Each Lender shall have received such
statements in substance and form reasonably satisfactory to such Lender as such
Lender shall require for the purpose of compliance with any applicable
regulations of the Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

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7. COLLATERAL SECURITY

7.1 BORROWING BASE ASSETS LIST. Attached as Schedule 7.1 is a
list identifying all of the initial Borrowing Base Assets. Schedule 7.1 shall
be revised and updated whenever there are additional or substitute Borrowing
Base Assets.

7.2 SECURITY. The Obligations shall be secured by a perfected
first priority mortgage lien and security in the Borrowing Base Assets by the
Agent, whether now owned or hereafter acquired, pursuant to the terms of the
Security Documents to which any Borrower is a party.

7.3 SUBSTITUTION OF COLLATERAL. From time to time during the term
of this Facility following Borrower's written request ("SUBSTITUTION REQUEST")
and compliance with the provisions of this Section 7.3, (i) the Lenders shall
authorize the Agent to release one or more of the Borrowing Base Assets (as
identified by Borrower in its written request) then held by the Agent as
Collateral from the lien of the Security Documents, and (ii) the Borrower shall
furnish the Lenders with new Collateral in substitution for the then-current
Collateral to be released and shall deliver and cause to be filed and recorded,
as needed, such agreements or other documentation necessary to evidence and
secure the interest of the Lenders in the new Collateral, together with a
certificate from the Borrower that all the requirements of this Section 7.3
have been satisfied. The Lenders shall agree to the release of Collateral and
the substitution and acceptance of new Collateral only upon the satisfaction of
the following conditions:

(a) The Agent shall make an initial determination in good
faith that the Borrowing Base Advance Rate and the Financial Covenants shall
remain satisfied. An Appraisal of each such proposed Borrowing Base Asset will
be made within sixty (60) days before the date of the substitution to establish
that the Borrowing Base Advance Rate and the Financial Covenants shall remain
satisfied.

(b) No Default, including but not limited to any Default
in the Financial Covenants resulting from the substitution of Collateral, by
Borrower shall exist under this Agreement or the other Loan Documents at the
time of the Substitution Request or at the time of any such release or
acceptance and all representations and warranties contained herein or therein
shall be true and correct as of the date of substitution.

(c) The Lenders shall have no obligation to permit a
substitution of Collateral more than once in any three (3) month period except
as necessary to cure an Event of Default.

(d) Borrower shall satisfy each of the conditions
precedent contained in Section 6 hereof (including, without limitation, the
execution and delivery by the applicable Borrower to the Agent on behalf of the
Lenders of all necessary Security Documents in connection with such new
Borrowing Base Asset, including a Covenant Compliance Certificate) with respect
to the new Borrowing Base Asset and the state in which such new Borrowing Base
Asset is located.

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(e) The new Borrowing Base Asset shall be owned by HHLP,
Solomons or such other Subsidiary of HH Trust as is acceptable to the Majority
Lenders and shall be satisfactory to the Agent and the Majority Lenders in
their sole and absolute discretion.

(f) There has been and is no insolvency of any Obligor or
a materially adverse effect on the financial condition of any Obligor.

(g) At the time of the proposed substitution, no
litigation or inquiry or injunction or restraining order that may in the
Agent's and Majority Lenders' judgment adversely affect Lenders shall be then
pending or threatened with respect to the new Borrowing Base Asset, or which
could have a materially adverse effect on the business, operations or financial
conditions of any Obligor.

(h) The substitution of Collateral shall be fully
effected within sixty (60) days after approval by the Lenders.

(i) The Borrower shall pay or reimburse the Agent for all
appraisal fees, title insurance and recording costs, reasonable legal fees and
expenses and other costs and expenses incurred by Agent in connection with the
new Collateral.

Any failure of the proposed Borrowing Base Asset to meet all of the foregoing
conditions shall be deemed a rejection of the proposed Borrowing Base Asset for
that Substitution Request and such proposed Borrowing Base Asset shall not be
included in the Borrowing Base for any purpose unless and until it is accepted
by Lenders and all of the foregoing conditions are satisfied.

7.4 NEW COLLATERAL. If and when any new Borrowing Base Asset is
added (other than a new Borrowing Base Asset that is substituted pursuant to
Section 7.3), for any reason, then all of the conditions described in Section
7.3 (excluding Section 7.3(c), but specifically including, without limitation,
all conditions described in Section 6 as adopted by Section 7.3(d)) must be
fulfilled as conditions precedent to the Borrower's ability to borrow any
Revolving Credit Loans or obtain the issuance of any Letters of Credit
attributable to the addition of such new Borrowing Base Asset.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Borrower represents, warrants, and covenants to the Lenders and
the Agent as follows:

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8.1 ORGANIZATION; AUTHORITY, ETC.

(a) Organization; Good Standing.

(i) HHLP is a limited partnership duly organized
under the laws of the Commonwealth of Virginia pursuant to HHLP's
Organizational Documents and is, and will at all times be, validly existing and
in good standing under the laws of such State.

(ii) HH Trust is a corporation duly organized
under the laws of the Commonwealth of Virginia pursuant to HH Trust's
Organizational Documents; is, and will at all times be, validly existing and in
good standing under the laws of such State; and is a self-directed,
self-managed "real estate investment trust" as such term is defined in Section
856 of the Code.

(iii) HH REIT is a a real estate investment trust
duly organized under the laws of the State of Maryland pursuant to HH REIT's
Organizational Documents and is, and will at all times be, validly existing and
in good standing under the laws of such State.

(iv) Solomons is a limited partnership duly
organized under the laws of the State of Maryland pursuant to Solomons'
Organizational Documents and is, and will at all times be, validly existing and
in good standing under the laws of such State.

(v) Each of the Parties is, and will at all times
be, duly organized and is, and will at all times be, validly existing, in good
standing, and qualified to do business in each jurisdiction where required.
Each Party has, and will at all times have, all requisite power to own its
property and conduct its business as now conducted and as presently
contemplated.

(b) Authorization. The execution, delivery and
performance of this Agreement and the other Loan Documents to which any Party
is or is to become a party and the transactions contemplated hereby and thereby
(i) are within the authority of such Party, (ii) have been duly authorized by
all necessary proceedings on the part of such Party, (iii) do not conflict with
or result in any breach or contravention of any provision of law, statute, rule
or regulation to which such Party is subject or any judgment, order, writ,
injunction, license or permit applicable to such Party, (iv) do not conflict
with any provision of the Organizational Documents of such Party, and (v) do
not require the approval or consent of, or filing with, any governmental agency
or authority other than those already obtained and the filing of the Security
Documents and the Financing Statements in the appropriate public records with
respect thereto.

(c) Enforceability. The execution and delivery of this
Agreement and the other Loan Documents to which each Obligor is or is to become
a party will result in valid and legally binding obligations of such Obligor
enforceable against it in accordance with the respective terms and provisions
hereof and thereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors' rights and except to the extent that
availability of the

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remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.

8.2 TITLE TO ASSETS. HH Trust or one or more of its Subsidiaries
own all of the assets reflected in the balance sheet of the Borrower as at the
Balance Sheet Date or acquired since that date (except property and assets sold
or otherwise disposed of in the ordinary course of business since that date).
HHLP has good and marketable title to each of the Borrowing Base Assets except
the Solomons Property free and clear of liens except for the Permitted Liens.
Solomons has good and marketable title to the Solomons Property free and clear
of liens except for the Permitted Liens. The execution, delivery or
performance of the Loan Documents required to be delivered by the Borrower
hereunder will not result in the creation of any lien on any of the Borrowing
Base Assets other than in favor of the Lenders. No consent to the transactions
contemplated hereunder is required from any ground lessor or mortgagee or
beneficiary under a deed of trust or any other party except as has been
delivered to the Lenders.

8.3 FINANCIAL STATEMENTS.

(a) There has been furnished to the Agent:

(i) A Consolidated balance sheet as of the
Balance Sheet Date and a statement of income for the fiscal year then ended,
for the Borrower, certified by Borrower's Accountant. Such balance sheets and
statements of income have been prepared in accordance with generally accepted
accounting principles and fairly present the financial condition of the
Borrower as at the close of business on the date thereof and the results of
operations for the fiscal year then ended. As of the date of this Agreement,
there are no liabilities or contingent liabilities of the Borrower known to the
officers, partners, or trustees of the Borrower which are not disclosed in said
balance sheet and the related notes thereto other than the Obligations.

(ii) A Consolidated balance sheet and a statement
of income of the Borrower for each of the fiscal quarters of the Borrower ended
since the Balance Sheet Date certified by Borrower's chief financial officer,
partner or trustee to have been prepared in accordance with generally accepted
accounting principles consistent with those used in the preparation of the
annual audited statements delivered pursuant to paragraph (i) above and to
fairly present the financial condition of the Borrower at the close of business
on the dates thereof and the results of operations for the fiscal quarters then
ended (subject to year-end adjustments).

(iii) A statement of Gross Receipts and Net
Operating Income for each of the fiscal quarters of the Borrower ended since
the Balance Sheet Date certified by Borrower's chief financial officer (or, if
Borrower has no officer specifically designated as "chief financial officer,"
such other officer principally responsible for financial matters), partner or
trustee as fairly presenting the cash receipts and disbursements of the Real
Estate Assets for such period, such statement to be prepared on a basis
consistent with the schedule of cash receipts and disbursements delivered
pursuant to paragraph (i) above.

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(b) Such financial statements of the Borrower were
prepared (i) on a Consolidated basis with all of its Subsidiaries and (ii) as
to the operating statements of the Real Estate Assets, separately for each Real
Estate Asset.

8.4 NO MATERIAL CHANGES, ETC. Since the Balance Sheet Date, there
has occurred no adverse change in the financial condition or business of each
Person as shown on or reflected in the respective balance sheet as at the
Balance Sheet Date, or the statement of income for the fiscal year then ended,
other than changes in the ordinary course of business that have not had any
adverse effect either individually or in the aggregate on the business or
financial condition of such Person.

8.5 FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower possesses,
and will at all times possess, all franchises, patents, copyrights, trademarks,
trade names, licenses and permits, and rights in respect of the foregoing,
adequate for the conduct of its business substantially as now conducted or as
it is intended to be conducted, without known conflict with any rights of
others. To the knowledge of the Borrower after reasonable investigation, HH
Management possesses, and will at all times possess, all franchises, patents,
copyrights, trademarks, trade names, licenses and permits, and rights in
respect of the foregoing, adequate for the conduct of its business at the
Borrowing Base Assets substantially as now conducted or as it is intended to be
conducted, without known conflict with any rights of others.

8.6 LITIGATION. There are no actions, suits, proceedings or
investigations of any kind pending or threatened against any Obligor or any of
the Borrower's Subsidiaries before any court, tribunal or administrative agency
or board or any mediator or arbitrator that, if adversely determined, might,
either in any case or in the aggregate, materially adversely affect the
business, assets or financial condition of such Person, or result in any
liability not adequately covered by insurance, or for which adequate reserves
are not maintained on the balance sheet of such Person, or which question the
validity of this Agreement or any of the other Loan Documents, any action taken
or to be taken pursuant hereto or thereto, or any lien or security interest
created or intended to be created pursuant hereto or thereto, or which will
adversely affect the ability of the Borrower to pay and perform the Obligations
in the manner contemplated by this Agreement and the other Loan Documents or
the ability of the Borrowing Base Assets to be used and occupied in the manner
contemplated by this Agreement and the other Loan Documents.

8.7 NO MATERIALLY ADVERSE CONTRACTS, ETC. Each Obligor is not
subject to any charter, corporate or other legal restriction, or any judgment,
decree, order, rule or regulation that has or is expected in the future to have
a materially adverse effect on the business, assets or financial condition of
such Person. Each Obligor is not, and will not be, a party to any contract or
agreement that has or is expected, in the judgment of the Borrower's officers,
to have any materially adverse effect on the business of such Person.

8.8 COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Each Party is
not, and will not at any time be, in violation of any provision of its
Organizational Documents or any agreement or instrument to which it may be
subject or by which it or any of its properties may be

- 33 -

bound or any decree, order, judgment, statute, license, rule or regulation, in
any of the foregoing cases in a manner that could result in the imposition of
substantial penalties or materially and adversely affect the financial
condition, properties or business of such Party.

8.9 TAX STATUS. Each Obligor and Subsidiary thereof (a) has made
or filed, and will make or file in a timely fashion, all federal and state
income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject, (b) has paid, and will pay when due, all
taxes and other governmental assessments and charges shown or determined to be
due on such returns, reports and declarations, except those being contested in
good faith and by appropriate proceedings, (c) if a partnership, limited
partnership, limited liability partnership, or limited liability company, has,
and will maintain, partnership tax classification under the Code, and (d) has
set aside, and will at all times set aside, on its books provisions reasonably
adequate for the payment of all taxes for periods subsequent to the period to
which such returns, reports or declarations apply. There are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers, partners or trustees of the Borrower know of no
basis for any such claim. Such representation is made with respect to property
taxes for all Real Estate Assets and all real property assets owned by
Partially-Owned Real Estate Holding Entities.

8.10 NO EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

8.11 SETOFF, ETC. The Collateral and the Lenders' rights with
respect to the Collateral are not subject to any setoff, claims, withholdings
or other defenses.

8.12 CERTAIN TRANSACTIONS. Except for the Leases with HH
Management and as otherwise set forth on Schedule 8.12 hereto, (a) none of the
officers, trustees, directors, partners, managers, members, or employees of any
Obligor or Subsidiary thereof or (b) to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which any such officer,
trustee, director, partner, manager, member, or employee has a substantial
interest or is an officer, director, trustee, manager or partner, is presently
a party to any transaction with the Borrower (other than for services as
employees, officers, trustees, managers and directors).

8.13 SUBSIDIARIES. Except as set forth in Schedule 8.13, none of
the Borrowers has any Subsidiaries.

8.14 PARTNERS, BENEFICIARIES, ETC. Except as set forth in Schedule
8.14, the Borrower has no general partners, limited partners, partners,
beneficiaries, stockholders or members.

8.15 ERISA PLAN. The Borrower does not, and will not maintain or
contribute to an ERISA Plan.

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8.16 CONDITION OF REAL ESTATE ASSETS. Neither any Real Estate
Asset nor any part thereof is now damaged or injured as result of any fire,
explosion, accident, flood or other casualty or has been the subject of any
Taking, and to the knowledge of the Borrower, no Taking is pending or
contemplated.

8.17 COMPLIANCE WITH REQUIREMENTS. The use and occupancy of each
Borrowing Base Asset complies with, and will at times comply with, all
Requirements. The Borrower will give all such notices to, and take all such
other actions with respect to, or assure that HH Management takes all such
other actions with respect to, such Governmental Authority as may be required
under applicable Requirements to use, occupy and operate each Borrowing Base
Asset.

8.18 ASSETS UNDER DEVELOPMENT.

(a) Availability of Utilities. All utility services
necessary and sufficient for the development of the Assets Under Development
are presently, and will at all times be, available to the boundaries of the
Assets Under Development through dedicated public rights of way or through
perpetual private easements, approved by the Agent, with respect to which the
Security Deed that encumbers the applicable Asset Under Development creates a
valid and enforceable first lien. The Borrower has obtained all utility
installations and connections required for the operation and servicing of the
Asset Under Development for its intended purposes, and will furnish the Agent
with evidence thereof.

(b) Access. The rights of way for all roads necessary
for the full use of the Assets Under Development for their intended purposes
have either been acquired by the appropriate Governmental Authority or have
been dedicated to public use and accepted by such Governmental Authority. All
such roads shall have been completed, and the right to use all such roads, or
suitable substitute rights of way approved by the Agent, have been obtained and
shall be maintained at all times for the Assets Under Development. All curb
cuts, driveways and traffic signals required for the operation and use of the
Assets Under Development are existing and shall be maintained at all times for
the Assets Under Development.

(c) Project Approvals. The Borrower has obtained all
Project Approvals, which are in full force and effect. No Project Approvals
will terminate, or become void or voidable or terminable, upon any sale,
transfer or other disposition of the affected Asset Under Development,
including, to the extent such Project Approvals are assignable under applicable
law, any transfer pursuant to foreclosure sale under the Security Deeds. The
Borrower will duly perform and comply with all of the terms and conditions of
all Project Approvals obtained at any time.

8.19 OTHER CONTRACTS.

(a) The Borrower has not made, and will not make, any
contract or arrangement of any kind or type whatsoever (whether oral or
written, formal or informal), the

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performance of which by the other party thereto could give rise to a lien or
encumbrance on any of the Borrowing Base Assets.

(b) The Borrower has not made, and will not make, any
contract or arrangement of any kind or type whatsoever, with any affiliate of
the Borrower unless such contract or arrangement is (x) approved in writing in
advance by the Agent, (y) on the same terms as would be generally available to
the Borrower in an arm's length contract or arrangement with a third party, and
(z) evidenced by a written agreement; provided that the Agent's approval shall
not be required for any such contract with a contract amount under $100,000.00.

8.20 VIOLATIONS. The Borrower has received no notices of, or has
any knowledge of, any violations of any applicable Requirements or Project
Approvals.

8.21 INVESTMENT COMPANY ACT No Borrower is an "investment
company," or company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

8.22 PUBLIC UTILITY HOLDING COMPANY ACT No borrower is a "holding
company" or an "affiliate" of a "holding company" or a "subsidiary company" of
a "holding company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

8.23 MARGIN STOCK No Borrower is engaged principally, or as one of
its activities, in the business of extending credit for the purposes, whether
immediate, incidental or ultimate, of buying or carrying "margin stock" and no
part of the proceeds of any extension of credit hereunder will be used to buy
or carry any "margin stock."

9. AFFIRMATIVE COVENANTS OF THE OBLIGORS.

The Obligors covenant and agree that, so long as any Revolving Credit
Loan or Letter of Credit is outstanding or any Lender has any obligation to
make any Revolving Credit Loans or issue any Letter of Credit:

9.1 PUNCTUAL PAYMENT. The Borrower will duly and punctually pay
or cause to be paid the principal and interest on the Revolving Credit Loan and
all other amounts provided for in the Notes, this Agreement and the other Loan
Documents to which any Borrower is a party, all in accordance with the terms of
the Notes, this Agreement and such other Loan Documents.

9.2 RECORDS AND ACCOUNTS. The Borrower will (a) keep true and
accurate records and books of account in which full, true and correct entries
will be made in accordance with generally accepted accounting principles and
(b) maintain adequate accounts and reserves for all taxes (including income
taxes), depreciation and amortization of its properties, contingencies, and
other reserves, and (c) in order to assist the Agent in monitoring the
financial condition of the Borrower and the Collateral, maintain, or cause to
be maintained, at the Agent all operating

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accounts and escrow accounts of the Borrower, except as may be otherwise agreed
by the Agent in writing.

9.3 FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION.

(a) The Borrower will deliver, or cause to be delivered,
to the Agent:

(i) as soon as practicable, but in any event not
later than ninety (90) days after the end of each fiscal year of the Borrower,
the audited balance sheet of the Borrower at the end of such year, and the
related audited statement of income, statement of retained earnings, changes in
capital, and statement of cash flows for such year, each setting forth in
comparative form the figures for the previous fiscal year and all such
statements to be in reasonable detail, prepared in accordance with generally
accepted accounting principles, and accompanied by an auditor's report prepared
without qualification by Borrower's Accountant, together with a written
statement from Borrower's Accountant to the effect that it has read a copy of
this Agreement, and that, in making the examination necessary to said
certification, it has obtained no knowledge of any Default or Event of Default
under this Agreement, or, if Borrower's Accountant shall have obtained
knowledge of any then existing Default or Event of Default, it shall disclose
in such statement any such Default or Event of Default; provided that
Borrower's Accountant shall not be liable to any Lender for failure to obtain
knowledge of any Default of Event of Default;

(ii) as soon as practicable, but in any event not
later than forty-five (45) days after the end of each of the first three (3)
fiscal quarters of the Borrower, copies of the unaudited balance sheet of the
Borrower as at the end of such quarter, and the related unaudited statement of
income, statement of retained earnings, changes in capital, statement of cash
flows, occupancy analysis, and operating statements for each of the Real Estate
Assets for the portion of the Borrower's fiscal year then elapsed, all in
reasonable detail and prepared in accordance with generally accepted accounting
principles, together with a Covenant Compliance Certificate signed by the
principal financial or accounting officer, partner or trustee of the Borrower
that the information contained in such financial statements fairly presents the
financial position of the Borrower on the date thereof (subject to year-end
adjustments) and that, in making the examination necessary to said
certification, such Person has obtained no knowledge of any Default or Event of
Default under this Agreement;

(iii) contemporaneously with the delivery of the
financial statements referred to in clause (i) above, a statement of all
contingent liabilities of the Borrower which are not reflected in such
financial statements or referred to in the notes thereto, and a statement of
projected cash flows of the Borrower for the current fiscal year, all in
reasonable detail and certified by the principal financial or accounting
officer of the Borrower;

(iv) simultaneously with the delivery of the
financial statements referred to in clauses (i) and (ii) above, a Covenant
Compliance Certificate in the form of Exhibit C, attached hereto, signed by the
principal financial or accounting officer, partner or

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trustee of the Borrower and setting forth in reasonable detail computations
evidencing compliance with the covenants contained in Section 10.8;

(v) contemporaneously with the filing or mailing
thereof, copies of all material of a financial nature filed with the Securities
and Exchange Commission or sent to the stockholders, partners, members, or
beneficiaries of the applicable Obligor; and

(vi) from time to time such other financial data
and information (including accountants' management letters) as the Agent or any
Lender may reasonably request.

(b) All of the financial information required hereunder
shall be submitted (i) on a Consolidated basis with all of its Subsidiaries and
(ii) as to the operating statements of the Real Estate Assets, separately for
each Real Estate Asset.

9.4 INSURANCE.

(a) The Borrower will obtain and maintain insurance with
respect to the Borrowing Base Assets and the operations of the Borrower as
required by the Security Deeds.

(b) The Borrower will provide the Agent with certificates
evidencing such insurance upon the request of the Agent.

9.5 LIENS AND OTHER CHARGES. The Borrower will duly pay and
discharge, or cause to be paid and discharged, before the same shall become
overdue all claims for labor, materials, or supplies that if unpaid might by
law become a lien or charge upon any of its property; provided that any such
claim need not be paid if the validity or amount thereof shall currently be
contested in good faith by appropriate proceedings and if the Borrower shall
have set aside on its books adequate reserves with respect thereto; and
provided further that the Borrower will pay all such liens and charges
forthwith upon the commencement of proceedings to foreclose any lien that may
have attached as security therefor.

9.6 INSPECTION OF BORROWING BASE ASSETS, OTHER REAL ESTATE ASSETS
AND BOOKS, APPRAISALS.

(a) The Borrower shall permit the Lenders, through the
Agent or any of the Lenders or other designated representatives, at the
Borrower's expense, to visit and inspect any of the Borrowing Base Assets and
will cooperate with the Agent and Lenders during such inspections. Prior to
the occurrence of an Event of Default, the Agent and the Lenders may inspect
each Borrowing Base Asset as often as the Agent or each may elect, but only one
such inspection per year shall be conducted at the Borrower's expense.

(b) The Borrower shall permit, or cause to permit, the
Lenders, through the Agent or any of the Lenders or other designated
representatives, at the Borrower's expense to visit and inspect the Borrowing
Base Assets and any of the other Real Estate Assets of the Borrower and any
other Obligor to examine the books of account of such Person (and to make

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copies thereof and extracts therefrom) and to discuss the affairs, finances and
accounts of such Person with, and to be advised as to the same by, its
officers, partners, or trustees, all at such reasonable times and intervals as
the Agent may reasonably request; provided that so long as no Default or Event
of Default shall have occurred and be continuing, the Borrower shall only be
obligated to pay the expenses associated with one (1) such investigation of the
books of account of each Obligor during any twelve (12) month period.

(c) The Agent shall have the right to obtain from time to
time, at the Borrower's cost and expense, updated Appraisals of the Borrowing
Base Assets; provided that so long as no Default or Event of Default shall have
occurred and be continuing, the Borrower shall only be obligated to pay for the
costs and expenses associated with one such Appraisal per Borrowing Base Asset
during any twelve (12) month period.

(d) The costs and expenses incurred by the Agent or the
Lenders in obtaining such Appraisals or performing such inspections shall be
paid by the Borrower forthwith upon billing or request by the Agent for
reimbursement therefor.

9.7 COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower will, or will cause each Obligor and each Subsidiary thereof to,
comply with (a) the applicable laws and regulations wherever its business is
conducted, including all Environmental Laws and, in the case of the Borrower,
all Requirements, (b) the provisions of its Organizational Documents, (c) all
agreements and instruments by which it or any of its properties may be bound,
and all restrictions, covenants and easements affecting the Borrowing Base
Assets, (d) all applicable decrees, orders and judgments, and (e) all licenses
and permits required by applicable laws and regulations for the conduct of its
business or the ownership, use or operation of its properties, including, in
the case of the Borrower, all Project Approvals.

9.8 USE OF PROCEEDS. The Borrower will use the proceeds of the
Facility solely for general corporate purposes including the payment of
existing debt, for general working capital needs, and for the acquisition of
additional Real Estate Assets.

9.9 LEASES. HHLP and Solomons will take or cause to be taken all
steps within their respective power to comply with all of their respective
duties and obligations under the Leases. Further, the Borrower will comply
with the terms and conditions of the Security Documents relating to any and all
Leases.

9.10 FURTHER ASSURANCE OF TITLE. If at any time the Agent or any
of the Lenders or the Agent's counsel has reason to believe that any Revolving
Credit Loan or Letter of Credit is not secured or will or may not be secured by
the Security Deeds as a first lien or security interest on the Borrowing Base
Assets, then the Borrower shall, within ten (10) days after written notice from
the Agent, do all things and matters necessary, to assure to the satisfaction
of the Agent and the Agent's counsel that each Revolving Credit Loan and Letter
of Credit previously made hereunder or to be made hereunder is secured or will
be secured by the Security Deeds as a first lien or security interest on the
Borrowing Base Assets, and the Lenders, at their option, may

- 39 -

decline to make Revolving Credit Loans or issue Letters of Credit hereunder
until the Agent has received such assurance, but nothing in this Section shall
limit the Lenders' right to require endorsements extending the effective date
of the Title Policies as herein set forth.

9.11 DEPOSIT OF INCOME. The Borrower will deposit with the Agent,
upon request at any time, which request shall not be made before the occurrence
of an Event of Default, any sums received by the Borrower from tenants under
Leases, in a special account, from which no funds shall be drawn by the
Borrower without the Agent's prior approval, and which sums shall stand as
additional security for the Obligations. It is expressly agreed that, at the
Agent's option, such sums shall be disbursed from time to time, in accordance
with such disbursement procedures as may be established by the Agent.

9.12 FURTHER ASSURANCES.

(a) Regarding Preservation of Collateral. The Borrower
will execute and deliver to the Agent such further documents, instruments,
assignments and other writings, and will do such other acts necessary or
desirable, to preserve and protect the Collateral at any time securing or
intended to secure the Obligations, as the Agent may require.

(b) Regarding this Agreement. The Borrower will
cooperate with, and will do such further acts and execute such further
instruments and documents as the Agent shall reasonably request to carry out to
its satisfaction the transactions contemplated by this Agreement and the other
Loan Documents.

9.13 INTEREST RATE PROTECTION. The Borrower shall maintain in
effect interest rate protection arrangements, in form and substance
satisfactory to the Majority Lenders, providing for the rate of interest
applicable to the Revolving Credit Loan to be capped at a rate satisfactory to
the Lenders with respect to a portion equal to not less than fifty percent
(50%) of the outstanding balance of the Revolving Credit Loan for a period from
the Closing Date until the Maturity Date. The Borrower shall maintain such
arrangements, at the Borrower's sole cost and expense, in full force and effect
during the period specified above, and shall not, without the written consent
of the Majority Lenders, modify, terminate, or transfer such arrangements
during such period.

9.14 NOTICES.

(a) Generally. The Borrower will promptly notify Agent
and each of the Lenders in writing of (i) the occurrence of any Default or
Event of Default; (ii) the occurrence of any other event that may have a
material adverse effect on any of the Borrowing Base Assets or the business or
financial condition of any Obligor; or (iii) the receipt by the Borrower of any
notice of default or notice of termination with respect to any contract or
agreement relating to the ownership, operation, or use of the Borrowing Base
Assets, including, without limitation, the Leases. If any Person shall give
any notice or take any other action in respect of a claimed default (whether or
not constituting an Event of Default) under this Agreement or any other note,

- 40 -

evidence of indebtedness, indenture or other obligation to which or with
respect to which the Borrower or any of its Subsidiaries is a party or obligor,
whether as principal, guarantor, surety or otherwise, the Borrower shall
forthwith give written notice thereof to the Agent, describing the notice or
action and the nature of the claimed default.

(b) Environmental Events. The Borrower will promptly
give notice to the Agent (i) of any violation of any Environmental Law that the
Borrower or any of its Subsidiaries reports in writing or is reportable by such
Person in writing (or for which any written report supplemental to any oral
reports is made) to any federal, state or local environmental agency and (ii)
upon becoming aware thereof, of any inquiry, proceeding, investigation, or
other action, including a notice from any agency of potential environmental
liability, or any federal, state or local environmental agency or board, that
has the potential to materially affect the assets, liabilities, financial
conditions or operations of the Borrower or any of its Subsidiaries, or the
Agent's security interests pursuant to the Security Documents.

(c) Notification of Claims against Collateral. The
Borrower will, immediately upon becoming aware thereof, notify the Agent in
writing of any setoff, claims (including, with respect to the Borrowing Base
Assets, environmental claims), withholdings or other defenses to which any of
the Collateral, or the Agent's rights with respect to the Collateral, are
subject.

(d) Notice of Litigation and Judgments. The Borrower
will, and will cause each of its Subsidiaries to, give notice to the Agent and
each of the Lenders in writing within fifteen (15) days of becoming aware of
any litigation or proceedings threatened in writing or any pending litigation
and proceedings affecting the Borrower or any of its Subsidiaries or to which
the Borrower or any of its Subsidiaries is or becomes a party involving an
uninsured claim against the Borrower or any of its Subsidiaries that could
reasonably be expected to have a materially adverse effect on the Borrower or
any of its Subsidiaries and stating the nature and status of such litigation or
proceedings. The Borrower will, and will cause each of its Subsidiaries to,
give notice to the Agent and each of the Lenders, in writing, in form and
detail satisfactory to the Agent, within ten (10) days of any judgment not
covered by insurance, final or otherwise, against the Borrower or any of its
Subsidiaries in an amount in excess of $100,000.

9.15 HOTEL OPERATOR.

(a) The Borrower acknowledges that the Lenders will rely
on HH Management's experience in operating properties such as the Borrowing
Base Assets as a means of maintaining the value of the Collateral. In
connection with the approval of HH Management, as tenant and operator (the
"HOTEL OPERATOR"), or any replacement Hotel Operator approved by the Agent and
Majority Lenders in their sole and absolute discretion:

(i) the Hotel Operator or holder of the stock or
partnership interest therein, shall be a Person whose character, financial
strength, stability and experience is acceptable to the Lenders and who shall
have experience managing complexes of a type and size

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reasonably similar to the Borrowing Base Assets; in furtherance thereof, Xxxxx
X. Xxxxxxxx, Xx. shall at all times retain the majority ownership and control
of HH Management and shall so certify in each Covenant Compliance Certificate;

(ii) the Hotel Operator shall deliver all
organizational documentation and other materials evidencing its experience,
which must be acceptable to the Lenders;

(iii) the Borrower shall pay a reasonable fee to
the Agent, together with the reasonable fees, costs and expenses of the Agent
and the Agent's counsel incurred in connection with the review and approval of
any such Hotel Operator; and

(iv) the terms of any lease, or if HHLP and/or
Solomons elects to operate the Borrowing Base Assets through a management
contract, affecting the Collateral must be acceptable to the Agent in all
respects.

(b) The Borrower shall, from time to time, use its best
efforts to obtain from the Hotel Operator under the Leases such certificates of
estoppel with respect to compliance by Borrower with the terms of the Leases as
may be requested by the Agent.

9.16 DEFERRED MAINTENANCE ACCOUNT.

(a) If requested by the Agent, prior to the Closing Date
or prior to the addition or substitution of any Borrowing Base Asset, as
applicable, the Borrower shall deliver to the Agent the Deferred Maintenance
Schedule.

(b) If requested by the Agent, the Borrower shall create
for the benefit of the Lenders a reserve account (the "DEFERRED MAINTENANCE
ACCOUNT") for the purpose of creating a reserve for certain capital
improvements in connection with the Collateral as set forth in the Deferred
Maintenance Schedule (collectively, the "DEFERRED MAINTENANCE"). The Borrower
shall deposit with the Agent 125% of the total amount set forth on the Deferred
Maintenance Schedule into the Deferred Maintenance Account on the date hereof.
Borrower, on a periodic basis (but not more often than once every thirty (30)
days), may request disbursements from the Deferred Maintenance Account
provided:

(i) The Borrower shall have delivered a written
request for the disbursement to the Agent, which request shall (1) specify the
line item or items set forth on the Deferred Maintenance Schedule for which the
Borrower has incurred expenses, (2) set forth the amount of the requested
disbursement, (3) contain certifications from the Borrower and the Hotel
Operator for the Collateral that the work for which the disbursement is
requested has been completed and is then due and payable and (d) such other
evidence of completion of work as may be requested by the Agent;

(ii) The disbursement with respect to any line
item as shown on the Deferred Maintenance Schedule does not exceed the amount
allocated to such line item;

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(iii) The amount of the disbursement exceeds
$10,000 except with respect to the final payment; and

(iv) No Event of Default shall have occurred.

(c) Permitted disbursements shall be made by the Agent
for disbursement to Borrower by check within ten (10) business days after a
properly documented request for disbursements is received by the Agent as set
forth above. The Agent shall have not obligation to make more than one such
disbursement per month. All such repairs shall be completed within one (1) year
of the date the applicable Real Estate Asset becomes a Borrowing Base Asset.

(d) The Deferred Maintenance Account shall be held by the
Agent as additional and collateral security for the Obligations and the
Borrower hereby grants the Agent a security interest in, and pledges to the
Agent the Deferred Maintenance Account.

(e) The Deferred Maintenance Account shall be an interest
bearing escrow account maintained at the Agent or other financial institution
satisfactory to the Agent in its sole discretion. The Agent shall have the
right to change the bank or financial institution at which the Deferred
Maintenance Account is held. The Agent shall have no liability for its
selection of the bank or financial institution, type of account, fluctuations
in interest rate or for the amount of interest earned on the account. Interest
earned on the Deferred Maintenance Account shall remain in the Deferred
Maintenance Account until such time as the account is released to the Borrower
or the proceeds are applied by the Agent to the payment of the Obligations as
provided herein.

(f) Provided no Event of Default shall have occurred,
upon the satisfactory completion of all of the Deferred Maintenance, the Agent
shall release the sums remaining in the Deferred Maintenance Account, if any,
to the Borrower.

9.17 CONDUCT OF BUSINESS. The Borrower must perform all or
substantially all of its business through the Borrower other than through joint
ventures herein permitted and shall be bound by all covenants of the Borrower
in its corporate capacity, subject to limitations on liability described
therein. The Borrower shall operate hotels with nationally recognized and
Lender approved franchise affiliations in the upper economy and mid-scale
segments. Noncompliance with this covenant regarding franchise affiliations
shall not constitute a Default hereunder, and Real Estate Assets that are in
breach of this covenant may be included in the calculation of Borrower Market
Value; provided that such Real Estate Assets may not be Borrowing Base Assets
without the prior approval of the Lenders in their sole discretion.

9.18 OWNERSHIP OF HH TRUST AND HHLP. At all times, Xxxxx X.
Xxxxxxxx, Xx. shall be the beneficial owner of no less than 500,000 shares of
common stock of HH Trust and/or partnership units of HHLP and shall so certify
in each Covenant Compliance Certificate. Notwithstanding the foregoing, a
transfer of interests in HH Trust, HHLP or HH Management by operation of law on
the death of Xxxxx X. Xxxxxxxx, Xx. shall not be an Event of Default under

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this Agreement or any other Loan Document so long as the Lenders approve Xx.
Xxxxxxxx'x replacement in the management of Borrower and beneficial ownership
of HH Trust, HHLP and HH Management within ninety (90) days after the death,
such approval not to be unreasonably withheld. This Agreement should not be
construed to impose any other restriction on the public trading of the common
stock of HH Trust. HH Trust shall at all times remain qualified as a real
estate investment trust under the Code.

9.19 PIP COMPLIANCE. The Borrower shall comply with the Product
Improvement Plans (the "PIP'S") prepared by the franchisors of the Borrowing
Base Assets within the timeframes required by the respective franchisors.
Without limiting the generality of the foregoing, the Borrower agrees to comply
with all requirements imposed by Promus Hotel Corporation ("PROMUS") in the
Product Improvement Plan (the "XXXXXXX PIP") for the Xxxxxxx Xxx Xxxxx -
Xxxxxxx, XX dated July 15, 1998, as such requirements may be modified by
agreement between the Borrower and Promus. The Borrower shall complete all of
such requirements within the time frame required by Promus and shall prepare a
written plan of action to do so. The Borrower shall deliver a copy of such
plan promptly to the Agent. At the time the Borrower delivers its quarterly
Covenant Compliance Certificate to the Agent, the Borrower shall provide to the
Agent a written progress report on the status of compliance with the Xxxxxxx
PIP.

10. NEGATIVE COVENANTS OF THE OBLIGORS

The Obligors covenant and agree that, so long as any Revolving Credit
Loan or Note is outstanding or any Lender has any obligation to make any
Revolving Credit Loans or issue Letters of Credit:

10.1 RESTRICTIONS ON EASEMENTS, COVENANTS AND RESTRICTIONS. Except
for the rights of hotel guests, no Obligor will create or suffer to be created
or to exist any easement, right of way, restriction, covenant, condition,
license or other right in favor of any Person which affects or might affect
title to the Borrowing Base Assets or the use and occupancy of the Borrowing
Base Assets or any part thereof without obtaining the prior approval of the
Agent.

10.2 NO AMENDMENTS, TERMINATIONS OR WAIVERS.

(a) No Obligor will amend, supplement or otherwise
modify, whether by change order or otherwise, any of the terms and conditions
of the Leases, or any other contract for the management or operation of the
Borrowing Base Assets, without in each case the prior approval of the Agent.

(b) No Obligor will, directly or indirectly, terminate or
cancel, or cause or permit to exist any condition which would result in the
termination or cancellation of, or which would relieve the performance of any
obligations of any other party under, the Leases, or any other contract for the
management or operation of the Borrowing Base Assets.

- 44 -

(c) No Obligor will, directly or indirectly, waive or
agree or consent to the waiver of, the performance of any material obligations
or any other party under the Leases, or any other contract for the management
or operation of the Borrowing Base Assets.

(d) No Obligor will, directly or indirectly, amend, or
allow the amendment of, any of the Organizational Documents of such Obligor.

10.3 RESTRICTIONS ON INDEBTEDNESS. The Borrower and its
Subsidiaries will not create, incur, assume, guaranty or be or remain liable,
contingently or otherwise, with respect to any Indebtedness other than:

(a) Indebtedness to the Lenders arising under any of the
Loan Documents;

(b) current liabilities of the Borrower incurred in the
ordinary course of business but not incurred through (i) the borrowing of
money, or (ii) the obtaining of credit except for credit on an open account
basis customarily extended and in fact extended in connection with normal
purchases of goods and services;

(c) Indebtedness in respect of taxes, assessments,
governmental charges or levies and claims for labor, materials and supplies to
the extent that payment therefor shall not at the time be required to be made
in accordance with the provisions of Section 8.9 and Section 9.5;

(d) Indebtedness in respect of judgments or awards that
have been in force for less than the applicable period for taking an appeal so
long as execution is not levied thereunder or in respect of which the Borrower
shall at the time in good faith be prosecuting an appeal or proceedings for
review and in respect of which a stay of execution shall have been obtained
pending such appeal or review;

(e) Indebtedness incurred in connection with the
acquisition after the date hereof of any real or personal property by the
Borrower, provided that the aggregate principal amount of such Indebtedness of
the Borrower outstanding at any one time shall not cause the Indebtedness to
value ratio set forth in Section 11.1 to be exceeded; provided further that if
such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower
shall promptly notify the Agent; and

(f) Indebtedness existing on the date of this Agreement
and listed and described on Schedule 10.3 hereto, including any refinancing of
any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for
an amount in excess of 100% of the fair market value of the asset being
refinanced.

10.4 RESTRICTIONS ON LIENS, ETC. The Borrower and its Subsidiaries
will not (a) create or incur or suffer to be created or incurred or to exist
any lien, encumbrance, mortgage, pledge, charge, restriction or other security
interest of any kind upon any of its property or assets of any character
whether now owned or hereafter acquired, or upon the income or profits
therefrom; (b) transfer any of its property or assets or the income or profits
therefrom for the purpose of

- 45 -

subjecting the same to the payment of Indebtedness or performance of any other
obligation in priority to payment of its general creditors; (c) acquire, or
agree or have an option to acquire, any property or assets upon conditional
sale or other title retention or purchase money security agreement, device or
arrangement; (d) suffer to exist for a period of more than thirty (30) days
after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid might by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over its general creditors; or (e)
sell, assign, pledge or otherwise transfer any accounts, contract rights,
general intangibles, chattel paper or instruments, with or without recourse;
provided that the Borrower may create or incur or suffer to be created or
incurred or to exist:

(a) statutory liens to secure taxes, assessments and
other governmental charges or claims for labor, material or supplies in respect
of obligations not overdue;

(b) liens in favor of the Lenders under the Loan
Documents or to secure any Obligations;

(c) presently outstanding liens on Real Estate Assets
other than the Borrowing Base Assets listed on SCHEDULE 10.4 hereto;

(d) other liens on the Borrowing Base Assets consisting
of easements, rights of way, covenants and restrictions if and to the extent
the same are disclosed in any of the Title Policies and have been approved by
the Agent; and

(e) liens securing Indebtedness allowed by Section
10.3(e) so long as such liens do not affect any of the Borrowing Base Assets.

10.5 RESTRICTIONS ON LOANS AND INVESTMENTS. The Borrower and its
Subsidiaries will not make or permit to exist or to remain outstanding any loan
by the Borrower or any of its Subsidiaries to any Person or any Investment
except Investments in:

(a) marketable direct or guaranteed obligations of the
United States of America that mature within one (1) year from the date of
purchase by the Borrower or any of its Subsidiaries;

(b) demand deposits and bankers acceptances of United
States banks having total assets in excess of $1,000,000,000;

(c) certificates of deposit and time deposits of United
States banks having total assets in excess of $1,000,000,000 that mature within
one (1) year from the date of purchase by the Borrower or any of its
Subsidiaries;

(d) seller take-back financing of Real Estate Assets sold
to Persons having a financial strength reasonably acceptable to the Agent;

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(e) securities commonly known as "commercial paper"
issued by a corporation organized and existing under the laws of the United
States of America or any state thereof that at the time of purchase have been
rated and the ratings for which are not less than "P 1" if rated by Xxxxx'x
Investors Services, Inc., and not less than "A 1" if rated by Standard and
Poor's; and

(f) Investments existing on the date hereof and listed on
Schedule 10.5 hereto.

10.6 MERGER, CONSOLIDATION, CONVERSION, AND DISPOSITION OF ASSETS.

(a) Neither the Borrower nor any of its Subsidiaries will
become a party to any merger or consolidation, or agree to or effect any asset
acquisition or stock acquisition (other than the acquisition of assets in the
ordinary course of business consistent with past practices); provided that the
Borrower or any of its Subsidiaries may be a party to a merger so long as (i)
the Borrower remains the surviving entity or (ii) the Facility is paid in full
in connection therewith, the Borrower shall remain in compliance with all
covenants of this Agreement upon completion of the merger, and no Event of
Default shall have occurred and be continuing.

(b) Neither the Borrower nor any of its Subsidiaries will
become a party to or agree to or effect any disposition of the Borrowing Base
Assets or any part thereof if such disposition would cause the Borrower to be
in default of the Financial Covenants.

(c) Neither the Borrower nor any of its Subsidiaries will
become a party to or agree to effect any disposition of assets, other than the
disposition of assets not included in the Borrowing Base Assets in the ordinary
course of business, consistent with past practices. Notwithstanding the
foregoing, the Borrower shall notify the Agent of all acquisitions of Real
Estate Assets within seven (7) days after acquisition. Such notification shall
include a current photograph of the property, a description, including the
address of the property, historical occupancy, historic (if available) and pro
forma income statement, and a description of the key terms of sale.

(d) The Borrower will not convert into any other type of
entity, including, without limitation, a limited liability partnership or a
limited liability company.

10.7 SALE AND LEASEBACK. Neither the Borrower nor any of its
Subsidiaries will enter into any arrangement, directly or indirectly, whereby
the Borrower or any of its Subsidiaries shall sell or transfer any property
owned by it in order then or thereafter to lease such property or lease other
property that the Borrower or any of its Subsidiaries intends to use for
substantially the same purpose as the property being sold or transferred.

10.8 DISTRIBUTIONS. The Borrower will not make any Distributions
(i) in excess of ninety percent (90%) of its Funds From Operation per year, or
such higher amount as may be

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required by law to maintain the status of HH Trust as a REIT, or (ii) after the
occurrence of a monetary Default or an Event of Default.

11. FINANCIAL COVENANTS.

The Borrower covenants and agrees that, so long as the Facility is
outstanding, the Borrower shall satisfy the following Financial Covenants. All
Financial Covenants shall be tested as of the date of this Agreement, at the
time of each Revolving Credit Loan or issuance of Letter of Credit, and on a
quarterly basis.

11.1 INDEBTEDNESS TO VALUE RATIO. The Borrower will not permit its
Consolidated Indebtedness to exceed fifty-five percent (55%) of the Borrower
Market Value. This covenant shall be tested on a quarterly basis based on the
trailing twelve (12) months' results as adjusted for acquisitions and
disvestitures.

11.2 MINIMUM NET WORTH. The Borrower shall maintain a minimum
Consolidated Net Worth of $22,000,000.00. The Borrower shall include in the
calculation of Net Worth seventy-five percent (75%) of the net proceeds of any
and all public offerings from and after the date of this Agreement. This
covenant shall be tested on a quarterly basis based on the trailing twelve (12)
months' results.

11.3 RATIO OF BORROWER CASH FLOW TO DEBT SERVICE CHARGES
(BORROWER). The Borrower will not, at the end of any fiscal quarter, permit
Borrower Cash Flow to be less than 200% of Debt Service Charges (Borrower).
This covenant shall be tested on a quarterly basis based on the trailing twelve
(12) months' results.

11.4 RATIO OF BORROWING BASE CASH FLOW TO DEBT SERVICE CHARGES
(FACILITY). The Borrower will not, at the end of any fiscal quarter, permit
the Borrowing Base Cash Flow to be less than 225% of actual Debt Service
Charges (Facility) for the subject four (4) fiscal quarters. This covenant
shall be tested on a quarterly basis based on the trailing twelve (12) months'
results.

11.5 RATIO OF BORROWING BASE CASH FLOW TO IMPUTED DEBT SERVICE
CHARGES (FACILITY)The Borrower will not, at the end of any fiscal quarter,
permit the Borrowing Base Cash Flow to be less than 200% of the Imputed Debt
Service Charges (Facility). This covenant shall be tested on a quarterly basis
based on the trailing twelve (12) months' results. As used herein, "IMPUTED
DEBT SERVICE CHARGES (FACILITY)" means the annual payments of principal and
interest that would be required to fully amortize the average Outstanding
Facility balance (including both Outstanding Revolving Credit Loans and
Outstanding Letters of Credit) for the subject fiscal quarter if the Facility
were a loan to be amortized in equal monthly payments of principal and interest
over a 25 year amortization schedule at an interest rate that is the higher of
(i) the actual interest rate or rates in effect on any Revolving Credit Loan
during the subject fiscal quarter or (ii) the sum of the then existing yield on
U.S. Treasury Obligations having a 10 year maturity plus 350 basis points.

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11.6 BORROWING BASE LEVERAGE. The Borrower will not permit the
aggregate Outstanding principal amount of the Revolving Credit Loans and
Outstanding Letters of Credit to exceed the Borrowing Base Advance Rate.

11.7 RATIO OF BORROWING BASE VALUE TO OUTSTANDING FACILITY. The
Borrower will not permit the Borrowing Base Value to be less than 250% of the
aggregate Outstanding principal amount of all of the Revolving Credit Loans and
outstanding Letters of Credit. This covenant shall be tested quarterly, at the
time of each Revolving Credit Loan or Letter of Credit issuance and at any time
Borrower adds, substitutes, or disposes of any Borrowing Base Asset in
accordance with this Agreement.

11.8 CONSOLIDATED BASIS. Compliance with the above described
Financial Covenants shall be determined on a Consolidated basis.

12. GUARANTY.

12.1 AGREEMENT TO PAY AND PERFORM; COSTS OF COLLECTION. Guarantor
does hereby agree that if the Notes are not paid by Borrower in accordance with
their terms, or if any and all sums that are now or may hereafter become due
from Borrower to the Lenders under the Loan Documents are not paid by Borrower
in accordance with their terms, or if any and all other Obligations are not
performed by Borrower in accordance with their terms, Guarantor will
immediately make such payments and perform such Obligations. Guarantor further
agrees to pay the Agent for the account of the Lenders on demand all costs and
expenses (including court costs and reasonable attorneys' fees and
disbursements) paid or incurred by the Agent and the Lenders in endeavoring to
collect the Obligations, to enforce any of the Obligations, or any portion
thereof, or to enforce this Guaranty, and until paid to the Lenders, such sums
shall bear interest at the Default Rate unless collection from Guarantor of
interest at such rate would be contrary to applicable law, in which event such
sums shall bear interest at the highest rate that may be collected from
Guarantor under applicable law.

12.2 REINSTATEMENT OF REFUNDED PAYMENTS. If, for any reason, any
payment to any Lender of any of the Obligations is required to be refunded by
such Lender to Borrower, or paid or turned over by such Lender to any other
person, including, without limitation, by reason of the operation of
bankruptcy, reorganization, receivership or insolvency laws or similar laws of
general application relating to creditors' rights and remedies now or hereafter
enacted, Guarantor agrees to pay to such Lender on demand an amount equal to
the amount so required to be refunded, paid or turned over (the "TURNOVER
PAYMENT"), the obligations of Guarantor shall not be treated as having been
discharged by the original payment to such Lender giving rise to the Turnover
Payment, and this Guaranty shall be treated as having remained in full force
and effect for any such Turnover Payment so made by such Lender, as well as for
any amounts not theretofore paid to the Lenders on account of the Obligations.

12.3 RIGHTS OF LENDER TO DEAL WITH COLLATERAL, BORROWER AND OTHER
PERSONS. Guarantor hereby consents and agrees that the Lenders may at any
time, and from time to time,

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without thereby releasing Guarantor from any liability hereunder and without
notice to or further consent from Guarantor, either with or without
consideration: (a) release or surrender any lien or other security of any kind
or nature whatsoever held by it or by any person, firm or corporation on its
behalf or for its account, securing any of the Obligations; (b) substitute for
any Collateral, other collateral of like kind, or of any kind; (c) modify the
terms of the Notes or the Loan Documents; (d) extend or renew the Notes for any
period; (e) grant releases, compromises and indulgences with respect to the
Notes or the Loan Documents and to any persons or entities now or hereafter
liable thereunder or hereunder; (f) release any other Guarantor, surety,
endorser or accommodation party of the Notes, the Security Deeds or any other
Loan Documents; or (g) take or fail to take any action of any type whatsoever.
No such action that the Agent or any Lender shall take or fail to take in
connection with the Notes or the Loan Documents, or any of them, or any
security for the payment of the indebtedness of Borrower to the Lenders or for
the performance of any of the Obligations or other undertakings of Borrower,
nor any course of dealing with Borrower or any other person, shall release
Guarantor's obligations hereunder, affect this Guaranty in any way, or afford
Guarantor any recourse against the Agent or any Lender. The provisions of this
Guaranty shall extend and be applicable to all renewals, amendments,
extensions, consolidations, restatements and modifications of the Notes and the
Loan Documents, and any and all references herein to the Notes and the Loan
Documents shall be deemed to include any such renewals, extensions, amendments,
consolidations, restatements or modifications thereof.

12.4 NO CONTEST WITH LENDERS; SUBORDINATION. So long as any
Obligation remains unpaid or undischarged, Guarantor will not, by paying any
sum recoverable hereunder (whether or not demanded by the Agent or any Lender)
or by any means or on any other ground, claim any set-off or counterclaim
against Borrower in respect of any liability of Guarantor to Borrower or, in
proceedings under federal bankruptcy law or insolvency proceedings of any
nature, prove in competition with any Lender in respect of any payment
hereunder or be entitled to have the benefit of any counterclaim or proof of
claim or dividend or payment by or on behalf of Borrower or the benefit of any
other security for any Obligation that, now or hereafter, any Lender may hold
or in which it may have any share. Guarantor hereby subordinates any and all
indebtedness of Borrower now or hereafter owed to Guarantor to all of the
Obligations and any other indebtedness of Borrower to any Lender, and agrees
with the Lenders that (a) Guarantor shall not demand or accept any payment from
Borrower on account of such indebtedness, (b) Guarantor shall not claim any
offset or other reduction of Guarantor's obligations hereunder because of any
such indebtedness, and (c) Guarantor shall not take any action to obtain any
interest in any of the security described in and encumbered by the Loan
Documents because of any such indebtedness; provided, however, that, if the
Agent so requests, such indebtedness shall be collected, enforced and received
by Guarantor as trustee for the Lenders and be paid over to the Agent on
account of the indebtedness of Borrower to the Lenders, but without reducing or
affecting in any manner the liability of Guarantor under the other provisions
of this Guaranty except to the extent the principal amount of such outstanding
indebtedness shall have been reduced by such payment.

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12.5 WAIVER OF DEFENSES. Guarantor hereby agrees that its
obligations hereunder shall not be affected or impaired by, and hereby waives
and agrees not to assert or take advantage of any defense based on:

(a) any statute of limitations in any action hereunder or
for the collection of the Notes or for the payment or performance of any of the
Obligation;

(b) the incapacity or lack of authority of Borrower or
any other person or entity, the death or disability of any Borrower or
Guarantor or any other person or entity, or the failure of the Agent or any
Lender to file or enforce a claim against the estate (either in administration,
bankruptcy or in any other proceeding) of Borrower or Guarantor or any other
person or entity;

(d) the voluntary or involuntary liquidation, sale or
other disposition of all or substantially all of the assets of any Borrower;

(e) the voluntary or involuntary receivership,
insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, assignment, composition, or readjustment of, or any similar
proceeding affecting, Borrower or Guarantor, or any of Borrower's or
Guarantor's properties or assets;

(f) the damage, destruction, condemnation, foreclosure or
surrender of all or any part of the Borrowing Base Assets;

(g) the failure of the Agent or any Lender to give notice
of the existence, creation or incurring of any new or additional indebtedness
or obligation or of any action or nonaction on the part of any other person
whomsoever in connection with any obligation hereby guaranteed;

(h) any failure or delay of the Agent or any Lender to
commence an action against Borrower, to assert or enforce any remedies against
Borrower under the Notes or the Loan Documents, or to realize upon any
security;

(i) any failure of any duty on the part of the Agent or
any Lender to disclose to Guarantor any facts it may now or hereafter know
regarding Borrower, whether such facts materially increase the risk to
Guarantor or not;

(j) failure to accept or give notice of acceptance of
this Guaranty by the Lenders;

(k) failure to make or give notice of presentment and
demand for payment of any of the indebtedness or performance of any of the
Obligations;

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(l) failure to make or give protest and notice of
dishonor or of default to Guarantor or to any other party with respect to any
of the Obligations;

(m) any and all other notices whatsoever to which
Guarantor might otherwise be entitled;

(n) any lack of diligence by the Agent or any Lender in
collection, protection or realization upon any collateral securing the payment
or performance of the Obligations;

(o) the invalidity or unenforceability of the Notes or
any of the Loan Documents;

(p) the compromise, settlement, release or termination of
any or all of the Obligations;

(q) any exculpation of liability contained in the Notes
or in the Loan Documents;

(r) any transfer by Borrower of all or any part of the
security encumbered by the Loan Documents;

(s) the failure of the Agent or any Lender to perfect any
security or to extend or renew the perfection of any security; or

(t) to the fullest extent permitted by law, any other
legal, equitable or surety defenses whatsoever to which Guarantor might
otherwise be entitled, it being the intention that the obligations of Guarantor
hereunder are absolute, unconditional and irrevocable.

12.6 GUARANTY OF PAYMENT AND PERFORMANCE AND NOT OF COLLECTION.
This is a Guaranty of payment and performance and not of collection. The
liability of Guarantor under this Guaranty shall be primary, direct and
immediate and not conditional or contingent upon the pursuit of any remedies
against Borrower or any other person, nor against securities or liens available
to Lender, its successors, successors in title, endorsees or assigns.
Guarantor hereby waives any right to require that an action be brought against
Borrower or any other person or to require that resort be had to any security
or to any balance of any deposit account or credit on the books of the Agent or
any Lender in favor of Borrower or any other person.

12.7 RIGHTS AND REMEDIES OF LENDERS. Following an Event of Default
under this Agreement or the Loan Documents, or any of them, the Lenders shall
have the right to enforce their rights, powers and remedies thereunder or
hereunder or under any other agreement, document or instrument now or hereafter
evidencing, securing or otherwise relating to the Obligations, in any order,
and all rights, powers and remedies available to the Agent and the Lenders in
such event shall be nonexclusive and cumulative of all other rights, powers and
remedies provided thereunder or hereunder or by law or in equity. Accordingly,
Guarantor hereby authorizes and empowers the Agent and the Lenders upon the
occurrence of any Event of

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Default under the Notes, this Agreement or the Loan Documents, at the Lenders'
sole discretion, and without notice to Guarantor, to exercise any right or
remedy the Lenders may have, including, but not limited to, judicial
foreclosure, exercise of rights of power of sale, acceptance of a deed or
assignment in lieu of foreclosure, appointment of a receiver to collect rents
and profits, exercise of remedies against personal property, or enforcement of
any assignment of leases, as to any security, whether real, personal or
intangible. At any public or private sale of any security or collateral for
any of the Obligations, whether by foreclosure or otherwise, the Lenders may,
in their discretion, purchase all or any part of such security or collateral so
sold or offered for sale for their own account and may apply against the amount
bid therefor all or any part of the balance due them pursuant to the terms of
the Notes or Security Deeds or any other Loan Document without prejudice to
Lenders' remedies hereunder against Guarantor for deficiencies. If the
Obligations are partially paid by reason of the election of the Lenders to
pursue any of the remedies available to the Lenders, or if such Obligations are
otherwise partially paid, this Guaranty shall nevertheless remain in full force
and effect, and Guarantor shall remain liable for the entire balance of the
Obligations even though any rights that Guarantor may have against Borrower may
be destroyed or diminished by the exercise of any such remedy. Nothing in this
Section 12.7 should be construed to enlarge the remedies of the Lenders against
the Borrower where otherwise limited by this Agreement.

12.8 APPLICATION OF PAYMENTS. Guarantor hereby authorizes the
Agent and the Lenders, without notice to Guarantor, to apply all payments and
credits received from Borrower or from Guarantor or realized from any security
in such manner and in such priority as the Lenders in their sole judgment shall
see fit to the Obligations or the indebtedness, obligation and undertakings of
the Guarantor hereunder.

12.9 BUSINESS FAILURE, BANKRUPTCY OR INSOLVENCY. In the event of
the business failure of Guarantor or if there shall be pending any bankruptcy
or insolvency case or proceeding with respect to Guarantor under federal
bankruptcy law or any other applicable law or in connection with the insolvency
of Guarantor, or if a liquidator, receiver, or trustee shall have been
appointed for Guarantor or Guarantor's properties or assets, the Agent or any
Lender may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Lenders allowed in
any proceedings relative to Guarantor, or any of Guarantor's properties or
assets, and, irrespective of whether the Obligations shall then be due and
payable, by declaration or otherwise, the Agent or any Lender shall be entitled
and empowered to file and prove a claim for the whole amount of any sums or
sums owing with respect to the Obligations, and to collect and receive any
moneys or other property payable or deliverable on any such claim.

12.10 SECURITY AND RIGHTS OF SET-OFF. Guarantor hereby grants to
each Lender, as security for the full and prompt payment and performance of
Guarantor's obligations hereunder, a continuing lien on and security interest
in any and all securities or other property belonging to Guarantor now or
hereafter held by such Lender and in any and all deposits (general or specific,
time or demand, provisional or final, regardless of currency, maturity, or the
branch of such Lender where the deposits are held) now or hereafter held by
such Lender and other sums

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61

credited by or due from such Lender to Guarantor or subject to withdrawal by
Guarantor; and regardless of the adequacy of any collateral or other means of
obtaining repayment of such obligations, during the continuance of any event of
default under this Agreement or the Loan Documents, such Lender may at any time
and without notice to Guarantor set-off and apply the whole or any portion or
portions of any or all such deposits and other sums against amounts payable
under this Guaranty, whether or not any other person or persons could also
withdraw money therefrom. Any security now or hereafter held by or for
Guarantor and provided by Borrower, or by anyone on Borrower's behalf, in
respect of liabilities of Guarantor hereunder shall be held in trust for each
Lender as security for the liabilities of Guarantor hereunder.

12.11 CHANGES IN WRITING; NO REVOCATION. This Guaranty may not be
changed orally, and no obligation of Guarantor can be released or waived by the
Agent or any Lender except by a writing signed by a duly authorized officer of
the Agent or such Lender. This Guaranty shall be irrevocable by Guarantor
until all of the Obligations have been completely repaid and performed.

13. EVENTS OF DEFAULT AND REMEDIES.

13.1 EVENTS OF DEFAULT. The occurrence of any one or more of the
following conditions or events shall constitute an "EVENT OF DEFAULT":

(a) any failure by any Borrower to pay, within five (5)
Business Days of the due date, any interest on or principal of or other sum
payable under any of the Notes; or

(b) any failure by the Borrower to pay as and when due
and payable any other sums to be paid by the Borrower to the Lenders under this
Agreement and the continuance of such failure for a period of five (5) days
after notice thereof from the Agent; or

(c) title to the Collateral is or becomes unsatisfactory
to the Agent by reason of any lien, charge, encumbrance, title condition or
exception (including without limitation, any mechanic's, materialman's or
similar statutory or common law lien or notice thereof), and such matter
causing title to be or become unsatisfactory is not cured or removed (including
by bonding) within twenty (20) days after notice thereof from the Agent to the
Borrower; or

(d) any failure by the Borrower to duly observe or
perform any term, covenant, condition or agreement contained in Section 9.4,
Section 9.11 or Section 10.8 hereof; or

(e) the Guarantor denies that the Guarantor has any
liability or obligations under this Agreement or the Indemnity Agreement, or
shall notify the Lender of the Guarantor's intention to attempt to cancel or
terminate its obligations under this Agreement or the Indemnity Agreement, or
shall fail to observe or comply with any term, covenant, condition and
agreement under this Agreement or the Indemnity Agreement; or

(f) any representation or warranty made or deemed to be
made by or on behalf of any Obligor in this Agreement or in any of the other
Loan Documents, or in any report,

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certificate, financial statement, document or other instrument delivered
pursuant to or in connection with this Agreement, any Revolving Credit Loan,
issuance of any Letter of Credit, or any of the other Loan Documents, shall
prove to have been false or incorrect in any material respect upon the date
when made or deemed to be made or repeated; or

(g) any dissolution, termination, partial or complete
liquidation, merger or consolidation of any Obligor, or any sale, transfer or
other disposition of all or substantially all of the assets of any Obligor,
other than as permitted under the terms of this Agreement or the Guaranty; or

(h) any suit or proceeding shall be filed against any
Obligor or any Borrowing Base Asset which, if adversely determined, would have
a materially adverse affect on the ability of any Obligor to perform each and
every one of its respective obligations under and by virtue of the Loan
Documents and such suit or proceeding is not vacated, stayed, dismissed, set
aside or remedied within two hundred seventy (270) days after such filing; or

(i) any failure by the Borrower to obtain any Project
Approvals, or the revocation or other invalidation of any Project Approvals
previously obtained; or

(j) any change in the legal or beneficial ownership of
any Obligor or HH Management except as otherwise permitted by this Agreement;
or

(k) any change in the control of the management of any
Obligor or HH Management, or the giving up or relinquishment of such control by
the Person(s) who is(are) charged with the exercise of such responsibilities on
the date hereof; provided that if the change of management control results from
the death of Xxxxx X. Xxxxxxxx, Xx., the Borrower shall have a period of ninety
(90) days after such death to obtain the approval of the Lenders for the new
Persons who will control management of such Obligor or HH Management; or

(l) any failure by any Obligor to pay at maturity, or
within any applicable period of grace, any obligation for borrowed money or
credit received, including, without limitation, any Obligations, or in respect
of any capitalized lease, or any failure to observe or perform any material
term, covenant or agreement contained in any agreement by which it is bound,
evidencing or securing borrowed money or credit received, or in respect of any
capitalized lease, for such period of time as would permit (assuming the giving
of appropriate notice if required) the holder or holders thereof or of any
obligations issued thereunder to accelerate the maturity thereof; or

(m) any Obligor or Subsidiary thereof shall file a
voluntary petition in bankruptcy under Title 11 of the United States Code, or
an order for relief shall be issued against any such Person in any involuntary
petition in bankruptcy under Title 11 of the United States Code, or any such
Person shall file any petition or answer seeking or acquiescing in any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief for itself under any present or future federal,
state or other law or regulation relating to

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bankruptcy, insolvency or other relief of debtors, or such Person shall seek or
consent to or acquiesce in the appointment of any custodian, trustee, receiver,
conservator or liquidator of such Person, or of all or any substantial part of
its respective property, or such Person shall make an assignment for the
benefit of creditors, or such Person shall give notice to any governmental
authority or body of insolvency or pending insolvency or suspension of
operation; or

(n) an involuntary petition in bankruptcy under Title 11
of the United States Code shall be filed against any Obligor or Subsidiary
thereof and such petition shall not be dismissed within sixty (60) days of the
filing thereof; or

(o) a court of competent jurisdiction shall enter any
order, judgment or decree approving a petition filed against any Obligor or any
Subsidiary thereof seeking any reorganization, arrangement, composition,
readjustment, liquidation or similar relief under any present or future
federal, state or other law or regulation relating to bankruptcy, insolvency or
other relief for debtors, or appointing any custodian, trustee, receiver,
conservator or liquidator of all or any substantial part of its property; or

(p) any uninsured final judgment shall be rendered
against any Obligor and shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty (30) days; or

(q) any of the Loan Documents shall be cancelled,
terminated, revoked or rescinded otherwise than in accordance with the terms
thereof or with the express prior approval of the Lenders, or any action at
law, suit in equity or other legal proceeding to cancel, revoke or rescind any
of the Loan Documents shall be commenced by or on behalf of the Borrower or any
Obligor that is a party thereto or any of their respective stockholders,
partners or beneficiaries, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a determination that,
or issue a judgment, order, decree or ruling to the effect that, any one or
more of the Loan Documents is illegal, invalid or unenforceable in accordance
with the terms thereof; or

(r) any Obligor or any Subsidiary thereof shall be
indicted for a federal crime, a punishment for which could include the
forfeiture of any of its assets; or

(s) with respect to any Guaranteed Pension Plan, an ERISA
Reportable Event shall have occurred and the Majority Lenders shall have
determined in their reasonable discretion that such event reasonably could be
expected to result in liability of the Borrower or any of its Subsidiaries or
Guarantor to the PBGC or such Guaranteed Pension Plan in an aggregate amount
exceeding $250,000.00 and such event in the circumstances occurring reasonably
could constitute grounds for the termination of such Guaranteed Pension Plan by
the PBGC or for the appointment by the appropriate United States District Court
of a trustee to administer such Guaranteed Pension Plan; or a trustee shall
have been appointed by the United States District Court to administer such
Plan; or the PBGC shall have instituted proceedings to terminate such
Guaranteed Pension Plan;

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(t) any failure by any Obligor to duly observe or perform
any other term, covenant, condition or agreement under this Agreement and
continuance of such failure for a period of thirty (30) days after notice
thereof from the Agent; provided that if such failure is incapable of cure
within thirty (30) days but is capable of cure within a total of ninety (90)
days, then the defaulting Obligor shall have up to any additional sixty (60)
days to cure so long as such Obligor commences to cure within the initial
thirty (30) day cure period and diligently proceeds to cure thereafter; or

(u) any "Event of Default," as defined or otherwise set
forth in any of the other Loan Documents, shall occur.

In any such event, so long as the same may be continuing, the
Agent may, and upon the request of the Majority Lenders, shall, by notice in
writing to the Borrower declare all amounts owing with respect to this
Agreement, the Notes and the other Loan Documents to be, and they shall
thereupon forthwith become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower; provided that in the event of any Event of Default
specified in Section 13.1(m), Section 13.1(n), or Section 13.1(o) all such
amount shall become immediately due and payable automatically and without any
requirement of notice from the Agent or any Lender.

13.2 TERMINATION OF COMMITMENTS. If any one or more of the Events
of Default specified in Section 13.1(m), Section 13.1(n) or Section 13.1(o)
shall occur, any unused portion of the Facility hereunder shall forthwith
terminate and each of the Lenders shall be relieved of all further obligations
to make Revolving Credit Loans or issue Letters of Credit to or for the account
of the Borrower. If any other Event of Default shall have occurred and be
continuing, the Agent, upon the request of the Majority Lenders, shall, by
notice to the Borrower, terminate the unused portion of the Facility hereunder,
and upon such notice being given such unused portion of the credit hereunder
shall terminate immediately and each of the Lenders shall be relieved of all
further obligations to make Revolving Credit Loans or issue Letters of Credit.
No termination of the Facility hereunder shall relieve the Borrower or any of
its Subsidiaries of any of the Obligations.

13.3 REMEDIES.

In case any one or more of the Events of Default shall have occurred
and be continuing, and whether or not the Lenders shall have accelerated the
maturity of the Facility pursuant to Section 13.1, each Lender if owed any
amount with respect to the Revolving Credit Loans may, with the consent of the
Majority Lenders but not otherwise, proceed to protect and enforce its rights
by suit in equity, action at law or other appropriate proceeding, whether for
the specific performance of any covenant or agreement continued in this
Agreement and the other Loan Documents or any instrument pursuant to which the
Obligations to such Lender are evidenced, including as permitted by applicable
law the obtaining of the ex parte appointment of a receiver, and, if such
amount shall have become due, by declaration or otherwise, proceed to enforce
the payment thereof or any other legal or equitable right of such Lender. No
remedy herein

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conferred upon any Lender or the Agent or the holder of any Note is intended to
be exclusive of any other remedy and each and every remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or any other provision of
law.

13.4 DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that,
following the occurrence or during the continuance of any Default or Event of
Default, the Agent or any Lender, as the case may be, receives any monies in
connection with the enforcement of any of the Security Documents, or otherwise
with respect to the realization upon any of the Collateral, such monies shall
be distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the
reimbursement of, the Agent for or in respect of all reasonable costs,
expenses, disbursements and losses which shall have been incurred or sustained
by the Agent in connection with the collection of such monies by the Agent, for
the exercise, protection or enforcement by the Agent of all or any of the
rights, remedies, powers and privileges of the Agent under this Agreement or
any of the other Loan Documents or in respect of the Collateral or in support
of any provision of adequate indemnity to the Agent against any taxes or liens
which by law shall have, or may have, priority over the rights of the Agent to
such monies;

(b) Second, to all other obligations in such order of
preference as the Majority Lenders may determine; provided however, that
distributions in respect of such Obligations shall be made pari passu among
Obligations owing to the Lenders with respect to each type of Obligation such
as interest, principal, fees and expenses, shall be made among the Lenders pro
rata; and provided, further, that the Agent may in its discretion make proper
allowance to take into account any Obligations not then due and payable;

(c) Third, upon payment and satisfaction in full or upon
other provisions for payment in full satisfactory to the Lenders and the Agent
of all of the Obligations, to the payment of any obligations required to be
paid pursuant to Section 9-504(l)(c) of the Uniform Commercial Code of' the
Commonwealth of Massachusetts; and

(d) Fourth, the excess, if any, shall be returned to the
Borrower or to such other Persons as are entitled thereto.

13.5 POWER OF ATTORNEY. For the purposes of carrying out the
provisions and exercising the rights, remedies, powers and privileges granted
by or referred to in this Article, the Borrower hereby irrevocably constitutes
and appoints the Agent its true and lawful attorney-in-fact, with full power of
substitution, to execute, acknowledge and deliver any instruments and do and
perform any acts that are referred to in this Article, in the name and on
behalf of the Borrower. The power vested in such attorney-in-fact is, and
shall be deemed to be, coupled with an interest and irrevocable.

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13.6 WAIVERS. The Borrower hereby waives to the extent not
prohibited by applicable law (a) all presentments, demands for performance,
notices of nonperformance (except to the extent required by the provisions
hereof or of any of the other Loan Documents), protests and notices of
dishonor, (b) any requirement of diligence or promptness on the Agent's or any
Lender's part in the enforcement of its rights (but not fulfillment of its
obligations) under the provisions of this Agreement or any of the other Loan
Documents, and (c) any and all notices of every kind and description which may
be required to be given by any statute or rule of law and any defense of any
kind which the Borrower may now or hereafter have with respect to its liability
under this Agreement or under any of the other Loan Documents.

13.7 EVENTS OF DEFAULT AFFECTING BORROWING BASE ASSET.
Notwithstanding anything in this Agreement to the contrary, if (a) a Default
arises from a condition or event affecting one or more Borrowing Base Assets;
(b) Borrower cannot cure such Default within the applicable cure period, if
any; (c) before the Default becomes an Event of Default, Borrower notifies the
Agent of Borrower's intent to provide a substitute Borrowing Base Asset for the
Borrowing Base Asset affected by the Default; (d) not later than ten (10) days
after the Borrower elects to provide a substitute Borrowing Base Asset, the
Borrower notifies the Agent of the identity of the Real Estate Asset proposed
for substitution; and (e) as a result of the substitution of a Borrowing Base
Asset, which must occur not later than forty-five (45) days after the Borrower
notifies the Agent of the identity of the Real Estate Asset proposed for
substitution, no Event of Default shall then exist, then the Lenders shall
permit the substitution of a Borrowing Base Asset to cure an Event of Default.
In lieu of substituting a Borrowing Base Asset to cure an Event of Default, the
Borrower may also obtain the release of the Default affected Borrowing Base
Asset by making a principal prepayment in an amount sufficient for the
Financial Covenants to remain satisfied. Any substitution of Collateral shall
be subject to the provisions of Section 7.3.

13.8 ENVIRONMENTAL EVENTS. Notwithstanding anything in this
Agreement to the contrary, if a Release or Threat of Release of Hazardous
Materials (as those terms are defined in the Indemnity Agreement)
(collectively, an "ENVIRONMENTAL EVENT") affects any of the Borrowing Base
Assets, such Environmental Event shall not be a Default or Event of Default
unless the Environmental Event would have a materially adverse effect on the
financial condition of the Borrower. An Environmental Event shall, however,
disqualify the affected Borrowing Base Asset from continuing as a Borrowing
Base Asset if (i) the occupancy or room charge of the affected Borrowing Base
Asset is adversely affected by such Environmental Event, as compared with what
otherwise would have been the occupancy and room charge of the Borrowing Base
Asset in the absence of such Environmental Event, or (ii) such Environmental
Event causes the affected Borrowing Base Asset to no longer be financeable on a
non-recourse long-term debt basis (with customary non-recourse carve-outs)
under the then generally accepted underwriting standards of national insurance
company or pension fund real estate institutional lenders. The
disqualification of a Borrowing Base Asset as a result of an Environmental
Event shall not be an Event of Default unless such disqualification itself
causes an Event of Default, including a breach of the Financial Covenants;
provided that the Borrower may cure such breach

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of the Financial Covenants by the substitution of additional one or more
Borrowing Base Assets subject to the provisions of Section 7.3.

14. SETOFF.

Regardless of the adequacy of any Collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of
the Lenders to the Borrower and any securities or other property of the
Borrower in the possession of any such Lender may be applied to or set off
against the payment of Obligations and any and all other liabilities, direct,
or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of the Borrower to such Lender. Each of the Lenders agrees
with each other Lender as follows: If an amount to be set off is to be applied
to Indebtedness of the Borrower to such Lender, other than Indebtedness
evidenced by the Note held by such Lender, such amount shall be applied ratably
to such other Indebtedness and to the Indebtedness evidenced by the Note held
by such Lender. If such Lender shall receive from the Borrower, whether by
voluntary payment, exercise of the right of setoff, counterclaim, cross action,
enforcement of the claim evidenced by the Note held by such Lender by
proceedings against the Borrower at law or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings,
or otherwise, and shall retain and apply to the payment of the Note held by
such Lender any amount in excess of its ratable portion of the payments
received by all of the Lenders with respect to the Notes held by all of the
Lenders, such Lender will make such disposition and arrangements with the other
Lenders with respect to such excess, either by way of distribution, pro tanto
assignment of claims, subrogation or otherwise as shall result in each Lender
receiving in respect of the Note held by it its proportionate payment as
contemplated by this Agreement; provided that if all or any part of such excess
payment is thereafter recovered from such Lender, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.

15. THE AGENT.

15.1 AUTHORIZATION. The Agent is authorized to take such action
on behalf of each of the Lenders and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related documents
delegated to the Agent, together with such powers as are reasonably incident
thereto; provided that no duties or responsibilities not expressly assumed
herein or therein shall be implied to have been assumed by the Agent. The
relationship between the Agent and the Lenders is and shall be that of agent
and principal only, and nothing contained in this Agreement or any of the other
Loan Documents shall be construed to constitute the Agent as a trustee for any
Lender.

15.2 EMPLOYEES AND AGENTS. The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to
its rights and duties under this Agreement and the other Loan Documents. The
Agent may utilize the services of such Persons as the Agent in its

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sole discretion may reasonably determine, and all reasonable fees and expenses
of any such Persons that are not employees of the Agent shall be paid by the
Borrower.

15.3 NO LIABILITY. Neither the Agent, nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Agent or such
other Person, as the case may be, shall not be exculpated from liability for
losses due to its willful misconduct or gross negligence.

15.4 NO REPRESENTATIONS. The Agent shall not be responsible for
the execution or validity or enforceability of this Agreement, the Notes, any
of the other Loan Documents or any instrument at any time constituting, or
intended to constitute, collateral security or the Notes, or for the value of
any such collateral security or for the validity, enforceability or
collectibility of any such amounts owing with respect to the Notes, or for any
recitals or statements, warranties or representations made herein or in any of
the other Loan Documents or in any certificate or instrument hereafter
furnished to it by or on behalf of the Borrower or any of its Subsidiaries, or
be bound to ascertain or inquire as to the performance or observance of any of
the terms, conditions, covenants or agreements herein or in any instrument at
any time constituting, or intended to constitute, collateral security for the
Notes. The Agent shall not be bound to ascertain whether any notice, consent,
waiver or request delivered to it by the Borrower or any holder of any of the
Notes shall have been duly authorized or is true, accurate and complete. The
Agent has not made nor does it now make any representations or warranties,
express or implied, nor does it assume any liability to the Lenders, with
respect to the creditworthiness or financial condition of the Borrower or any
of its Subsidiaries. Each Lender acknowledges that it has, independently and
without reliance upon the Agent or any other Lender, and based upon such
information and documents as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.

15.5 PAYMENTS.

(a) A payment by the Borrower to the Agent hereunder or
any of the other Loan Documents for the account of any Lender shall constitute
a payment to such Lender. The Agent agrees promptly to distribute to each
Lender such Lender's pro rata share of payments received by the Agent for the
account of the Lenders except as otherwise expressly provided herein or in any
of the other Loan Documents. Unless the Borrower has received notice to the
contrary pursuant to Section 3.3, the Borrower shall be entitled to presume
that the Agent has properly distributed to each Lender its share of payments
properly made by the Borrower to the Agent.

(b) If in the opinion of the Agent the distribution of
any amount received by it in such capacity hereunder, under the Notes or under
any of the other Loan Documents might involve it in liability, it may refrain
from making distribution until its right to make distribution shall have been
adjudicated by a court of competent

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jurisdiction. If a court of competent jurisdiction shall adjudge that any
amount received and distributed by the Agent is to be repaid, each Person to
whom any such distribution shall have been made shall either repay to the Agent
its proportionate share of the amount so adjudged to be repaid or shall pay
over the same in such manner and to such Persons as shall be determined by such
court.

(c) Notwithstanding anything to the contrary contained in
this Agreement or any of the other Loan Documents, any Lender that fails (i) to
make available to the Agent its pro rata share of any Loan or (ii) to comply
with the provisions of Section 14 with respect to making impositions and
arrangements with the other Lenders, where such Lender's share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata share of
such payments due and payable to all of the Lenders, in each case as, when and
to the full extent required by the provisions of this Agreement, shall be
deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent
Lender until such time as such delinquency is satisfied. A Delinquent Lender
shall be deemed to have assigned any and all payments due to it from the
Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid
Reimbursement Obligations, interest, fees or otherwise, to the remaining
nondelinquent Lenders for application to, and reduction of, their respective
pro rata shares of all outstanding Revolving Credit Loans. The Delinquent
Lender hereby authorizes the Agent to distribute such payments to the
nondelinquent Lenders in proportion to their respective pro rata shares of all
outstanding Revolving Credit Loans. A Delinquent Lender shall be deemed to
have satisfied in full a delinquency when and if, as a result of application of
the assigned payments to all outstanding Revolving Credit Loans of the
nondelinquent Lenders, the Lenders' respective pro rata shares of all
outstanding Revolving Credit Loans have returned to those in effect immediately
prior to such delinquency and without giving effect to the nonpayment causing
such delinquency.

15.6 HOLDERS OF NOTES. The Agent may deem and treat the payee of
any Note as the absolute owner or purchaser thereof for all purposes hereof
until it shall have been furnished in writing with a different name by such
payee or by a subsequent holder, assignee or transferee.

15.7 INDEMNITY. The Lenders ratably agree hereby to indemnify and
hold harmless the Agent from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including
any expenses for which the Agent has not been reimbursed by the Borrower as
required by Section 16) and liabilities of every nature and character arising
out of or relating to this Agreement, the Notes, or any of the other Loan
Documents or the transactions contemplated or evidenced hereby or thereby, or
the Agent's actions taken hereunder or thereunder, except to the extent that
any of the same shall be directly caused by the Agent's willful misconduct or
gross negligence.

15.8 AGENT AS LENDER. In its individual capacity, BankBoston shall
have the same obligations and the same rights, powers and privileges in respect
to its Commitment and the Revolving Credit Loans made by it, and as the holder
of any of the Notes as it would have were it not also the Agent.

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15.9 RESIGNATION. The Agent may resign at any time by giving sixty
(60) days' prior written notice thereof to the Lenders and the Borrower. Upon
any such resignation, the Majority Lenders shall have the right to appoint a
successor Agent. Unless a Default or Event of Default shall have occurred and
be continuing, such successor Agent shall be reasonably acceptable to the
Borrower. If no successor Agent shall have been so appointed by the Majority
Lenders and shall have accepted such appointment within thirty (30) days after
the retiring Agent's giving of notice of resignation, then the retiring Agent
may, on behalf of the Lenders, appoint a successor Agent, which shall be a
financial institution having a rating of not less than B or its equivalent by
Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation, the provisions
of this Agreement and the other Loan Documents shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent.

15.10 NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Agent thereof. The Agent hereby agrees
that upon receipt of any notice under this Section 15.10 it shall promptly
notify the other Lenders of the existence of such Default or Event of Default.

15.11 DUTIES IN THE CASE OF ENFORCEMENT. In case one of more Events
of Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Agent shall, if (a) so
requested by the Majority Lenders and (b) the Lenders have provided to the
Agent such additional indemnifies and assurances against expenses and
liabilities as the Agent may reasonably request, proceed to enforce the
provisions of the Security Documents authorizing the sale or other disposition
of all or any part of the Collateral and exercise all or any such other legal
and equitable and other rights or remedies as it may have in respect of such
Collateral. The Majority Lenders may direct the Agent in writing as to the
method and the extent of any such sale or other disposition, the Lenders hereby
agreeing to indemnify and hold the Agent harmless from all liabilities incurred
in respect of all actions taken or omitted in accordance with such directions,
provided that the Agent need not comply with any such direction to the extent
that the Agent reasonably believes the Agent's compliance with such direction
to be unlawful or commercially unreasonable in any applicable jurisdiction.

16. EXPENSES.

The Borrower agrees to pay (a) the reasonable costs of producing and
reproducing this Agreement, the other Loan Documents and the other agreements
and instruments mentioned herein, (b) any taxes (including any interest and
penalties in respect thereto) payable by the Agent or any of the Lenders (other
than taxes based upon the Agent's or any Lender's net income), including any
recording, mortgage or intangibles taxes in connection with the Security Deeds,
or other taxes payable on or with respect to the transactions contemplated by
this Agreement, including any taxes payable by the Agent or any of the Lenders
after the Closing

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Date (the Borrower hereby agreeing to indemnify the Agent and each Lender with
respect thereto), (c) all title insurance premiums, and the reasonable fees,
expenses and disbursements of the Agent's counsel or any local counsel to the
Agent incurred in connection with the preparation, administration or
interpretation of the Facility and the Loan Documents and other instruments
mentioned herein, the making of each Advance hereunder, and amendments,
modifications, approvals, consents or waivers hereto or hereunder, (d) the
fees, expenses and disbursements of the Agent incurred in connection with the
preparation, administration or interpretation of the Facility and the Loan
Documents and other instruments mentioned herein, and the making of each
Revolving Credit Loan or issuance of any Letter of Credit hereunder, (e) all
reasonable out-of-pocket expenses (including appraisal fees, surveyor fees,
reasonable attorneys' fees and costs) incurred by any Lender or the Agent and
the fees and costs of consultants, accountants, auctioneers, receivers,
brokers, property managers, appraisers, investment bankers or other experts
retained by the Agent in connection with (i) the enforcement of or preservation
of rights under any of the Loan Documents against the Borrower or any Obligor
or the administration thereof after the occurrence of a Default or Event of
Default and (ii) any litigation, proceeding or dispute whether arising
hereunder or otherwise, in any way related to any Lender's or the Agent's
relationship with the Borrower or any Party, and (f) all reasonable fees,
expenses and disbursements of any Lender or the Agent incurred in connection
with UCC searches, UCC filings, title rundowns, title searches or mortgage
recordings. The covenants of this Section shall survive payment or
satisfaction of payment of all amounts owing with respect to the Notes.

17. INDEMNIFICATION.

The Borrower agrees to indemnify and hold harmless the Agent and the
Lenders from and against any and all claims, actions and suits whether
groundless or otherwise, and from and against any and all liabilities, losses,
damages and expenses of every nature and character arising out of this
Agreement or any of the other Loan Documents or the transactions contemplated
hereby including, without limitation, (a) any actual or proposed use by the
Borrower or any of its Subsidiaries of the proceeds of the Facility, (b) the
Borrower or any of its Subsidiaries entering into or performing this Agreement
or any of the other Loan Documents or (c) with respect to the Borrower and its
Subsidiaries and their respective properties and assets, the violation of any
Environmental Law, the presence, disposal, escape, seepage, leakage, spillage,
discharge, emission, release or threatened release of any Hazardous Substances
or any action, suit, proceeding or investigation brought or threatened with
respect to any Hazardous Substances (including, but not limited to, claims with
respect to wrongful death, personal injury or damage to property), in each case
including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding. In litigation, or the preparation therefor, the Lenders and the
Agent shall be entitled to select their own counsel and, in addition to the
foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees
and expenses of such counsel. If, and to the extent that the obligations of
the Borrower under this Section 17 are unenforceable for any reason, the
Borrower hereby agrees to make the maximum contribution to the payment in
satisfaction of such obligations which is permissible under applicable law.

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18. LIABILITY OF THE LENDER.

The liability of each Lender to the Borrower for any breach of the
terms of this Agreement by such Lender shall not exceed a sum equal to the
amount that such Lender shall be determined to have failed to advance in
consequence of a breach by such Lender of its obligations under this Agreement,
together with interest thereon at the rate payable by the Borrower under the
terms of such Lender's Note pursuant to which the Borrower was to receive funds
hereunder, computed from the date when the Revolving Credit Loan should have
been made by such Lender to the date when the Revolving Credit Loan is, in
fact, made by such Lender, and, upon the making of any such payment by such
Lender to the Borrower, the same shall be treated as a Revolving Credit Loan
under this Agreement, in the same fashion as any other Revolving Credit Loan
under the terms of this Agreement. In no event shall any Lender be liable to
the Borrower, or anyone claiming by, under or through the Borrower, for any
special, exemplary, punitive or consequential damages, whatever the nature of
the breach of the terms of this Agreement by any Lender, such damages and
claims therefor being expressly WAIVED by the Borrower. Nothing in this
Section is intended to waive the Borrower's right to seek direct damages
resulting from a Lender's breach of its obligations under this Agreement.

19. RIGHTS OF THIRD PARTIES.

All conditions to the performance of the obligations of the Lenders
under this Agreement, including the obligation to make Revolving Credit Loans
and issue Letters of Credit, are imposed solely and exclusively for the benefit
of the Lenders and no other Person shall have standing to require satisfaction
of such conditions in accordance with their terms or be entitled to assume that
the Lenders will refuse to make Revolving Credit Loans or issue Letters of
Credit in the absence of strict compliance with any or all thereof and no other
Person shall, under any circumstances, be deemed to be a beneficiary of such
conditions, any and all of which may be freely waived in whole or in part by
the Lenders at any time if in their sole discretion they deem it desirable to
do so. In particular, the Lenders make no representations and assume no
obligations as to third parties concerning the quality of any construction by
the Borrower of the Assets Under Development or the absence therefrom of
defects.

20. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein,
in the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the Borrower or any Party pursuant hereto
and thereto shall be deemed to have been relied upon by the Lenders and the
Agent, notwithstanding any investigation heretofore or hereafter made by any of
them, and shall survive the making by the Lenders of any of the Revolving
Credit Loans or issuance of any Letter of Credit, as herein contemplated, and
shall continue in full force and effect either (i) so long as any amount due
under this Agreement or the Notes or any of the other Loan Documents remains
outstanding or any Lender has any obligation to make any Revolving Credit Loans
or issue any Letters of Credit or (ii) for such longer period as may

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be provided for herein or in any other Loan Document. All statements contained
in any certificate or other paper delivered to any Lender or the Agent at any
time by or on behalf of any Party or any Subsidiary thereof pursuant hereto or
in connection with the transactions contemplated hereby shall constitute
representations and warranties by such Person.

21. ASSIGNMENT AND PARTICIPATION.

21.1 CONDITIONS TO ASSIGNMENT BY LENDER. Except as provided
herein, each Lender may assign to one or more Eligible Assignees all or a
portion of its interests, rights and obligations under this Agreement
(including all or a portion of its Commitment Percentage and Commitment and the
same portion of the Revolving Credit Loans at the time owing to it, and the
Note held by it; provided that (a) the Agent shall have given its prior written
consent to such assignment, (b) each such assignment shall be of a constant,
and not a varying, percentage of all the assigning Lender's rights and
obligations under this Agreement, (c) each assignment shall be in an amount
that is a whole multiple of $5,000,000.00, (d) each Lender that is a Lender on
the date hereof shall retain, free of any such assignment, an amount of its
Commitment of not less than $5,000,000.00 and (e) the parties to such
assignment shall execute and deliver to the Agent, for recording in the
Register (as hereinafter defined), an Assignment and Acceptance, substantially
in the form of Exhibit E hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with
any Notes subject to such assignment. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five (5)
Business Days after the execution thereof, (i) the assignee thereunder shall be
a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder, and (ii) the assigning
Lender shall, to the extent provided in such assignment and upon payment to the
Agent of the registration fee referred to in Section 21.3, be released from its
obligations under this Agreement. The Borrower shall not be liable for the
costs incurred by any Lender in connection with an assignment of its interest
in the Facility; provided that the Borrower shall be liable for the costs and
expenses incurred by the Agent in connection with such Assignment.

21.2 CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS;
COVENANTS. By executing and delivering an Assignment and Acceptance, the
parties to the assignment thereunder confirm to and agree with each other and
the other parties hereto as follows: (a) other than the representation and
warranty that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim, the assigning Lender
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto; (b) the
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower and its
Subsidiaries or any other Person primarily or secondarily liable in respect of

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any of the Obligations, or the performance or observance by the Borrower and
its Subsidiaries or any other Person primarily or secondarily liable in respect
of any of the Obligations of any of their obligations under this Agreement or
any of the other Loan Documents or any other instrument or document furnished
pursuant hereto or thereto; (c) such assignee confirms that it has received a
copy of this Agreement, together with copies of the most recent financial
statement referred to in Section 9.3 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (d) such assignee will,
independently and without reliance upon the assigning Lender, the Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (e) such assignee represents and
warrants that it is an Eligible Assignee; (f) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Loan Documents as are delegated
to the Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto; (g) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender; and (h) such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance.

21.3 REGISTER. The Agent shall maintain a copy of each Assignment
and Acceptance delivered to it and a register or similar list (the "REGISTER")
for the recordation of the names and addresses of the Lenders and the
Commitment Percentages of, and principal amount of the Loans owing to the
Lenders from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Agent and the Lenders may
treat each person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by the Borrower and the Lenders at any reasonable time and from time
to time upon reasonable prior notice. Upon each such recordation, the
assigning Lender agrees to pay to the Agent a registration fee in the sum of
$1,000.00.

21.4 NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Agent shall (a) record the information contained therein
in the Register, and (b) give prompt notice thereof to the Borrower and the
Lenders (other than the assigning Lender). Within five (5) Business Days after
receipt of such notice, the Borrower, at its own expense, shall execute and
deliver to the Agent, in exchange for each surrendered Note, a new Note to the
order of such Eligible Assignee in an amount equal to the amount assumed by
such Eligible Assignee pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained some portion of its obligations hereunder, a new
Note to the order of the assigning Lender in an amount equal to the amount
retained by it hereunder. Such new Notes shall provide that they are
replacements for the surrendered Notes, shall be in an aggregate principal
amount equal to the aggregate principal amount of the surrendered Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of the assigned Notes. Within five (5)
days of issuance of any new Notes pursuant to this Section 21.4, the Borrower
shall deliver an opinion of counsel, addressed to the Lenders and the Agent,
relating to the due authorization, execution and delivery of such, new Notes
and the legality, validity and binding effect thereof, in

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form and substance satisfactory to the Lenders. The surrendered Notes shall be
cancelled and returned to the Borrower.

21.5 PARTICIPATIONS. Each Lender may sell participations to one or
more banks or other entities in all or a portion of such Lender's rights and
obligations under this Agreement and the other Loan Documents; provided that
(a) the Agent shall have given its prior written consent to such participation,
(b) each such participation shall be in an amount of not less than
$5,000,000.00, (c) any such sale or participation shall not affect the rights
and duties of the selling Lender hereunder to the Borrower, (d) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce
the principal of or the interest rate on any Loans, extend the term or increase
the amount of the Commitment of such Lender as it relates to such participant,
reduce the amount of any commitment fees to which such participant is entitled
or extend any regularly scheduled payment date for principal or interest, and
(e) no participant shall have the right to grant further participations or
assign its rights, obligations or interests under such participation to other
Persons.

21.6 DISCLOSURE. The Borrower agrees that in addition to
disclosures made in accordance with standard banking practices any Lender may
disclose information obtained by such Lender pursuant to this Agreement to
assignees or participants and potential assignees or participants hereunder;
provided that such assignees or participants or potential assignees or
participants shall agree (a) to treat in confidence such information, (b) not
to disclose such information to a third party and (c) not to make use of such
information for purposes of transactions unrelated to such contemplated
assignment or participation.

21.7 MISCELLANEOUS ASSIGNMENT PROVISIONS. If any assignee Lender
is not incorporated under the laws of the United States of America or any state
thereof, it shall, prior to the date on which any interest or fees are payable
hereunder or under any of the other Loan Documents for its account, deliver to
the Borrower and the Agent certification as to its exemption from deduction or
withholding of any United States federal income taxes. Anything contained in
this Section 21.7 to the contrary notwithstanding, any Lender may at any time
pledge all or any portion of its interest and rights under this Agreement
(including all or any portion of its Notes) to any of the twelve Federal
Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C.
Section 341. No such pledge or the enforcement thereof shall release the
pledgor Lender from its obligations hereunder or under any of the other Loan
Documents.

21.8 NO ASSIGNMENT BY THE BORROWER. The Borrower shall not assign
or transfer any of its rights or obligations under any of the Loan Documents
without the prior approval of each of the Lenders.

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22. RELATIONSHIP.

The relationship between the Lenders and the Borrower is solely that
of lender and borrower, and nothing contained herein or in any of the other
Loan Documents shall in any manner be construed as making the parties hereto
partners, joint venturers or any other relationship other than lender and
borrower.

23. NOTICES.

Except as otherwise provided herein or in any other Loan Document,
each notice, demand, election or request provided for or permitted to be given
pursuant to this Agreement or any other Loan Document (hereinafter in this
Section referred to as "NOTICE") must be in writing and shall be deemed to have
been properly given or served by personal delivery or by sending same by
overnight courier or by depositing same in the United States Mail, postpaid and
registered or certified, return receipt requested, and addressed as follows:

If to the Agent: BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xx. Xxxxxxxx X. Xxxx, Vice President
Real Estate Division
Mail Stop 01-32-05

If to each Borrower: Xx. Xxxxx X. Xxxxxxxx
The Xxxxxxxx Companies
00000 Xxx Xxxxxxxx Xxxx
Xxxxxx Xxxxxxx, Xxxxxxxx 00000

If to any Lender: At its address set forth in SCHEDULE 1.

Each Notice shall be effective upon being personally delivered or upon
being sent by overnight courier or upon being deposited in the United States
Mail as aforesaid. Unless expressly provided otherwise in this Agreement
Notice from the Borrower to the Lenders shall be deemed properly given if
delivered to the Agent in accordance with this Section. The time period in
which a response to such Notice must be given or any action taken with respect
thereto (if any), however, shall commence to run from the date of receipt if
personally delivered or sent by overnight courier, or if so deposited in the
United States Mail, the earlier of three (3) Business Days following such
deposit or the date of receipt as disclosed on the return receipt. Rejection
or other refusal to accept or the inability to deliver because of changed
address for which no Notice was given shall be deemed to be receipt of the
Notice sent. By giving at least thirty (30) days' prior Notice thereof, the
Borrower or any Lender shall have the right from time to time and at any time
during the term of this Agreement to change their respective addresses and each
shall have the right to specify as its address any other address within the
United States of America.

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24. GOVERNING LAW.

This Agreement and each of the other Loan Documents, except as
otherwise specifically provided therein, are contracts under the laws of the
Commonwealth of Massachusetts and shall for all purposes be construed in
accordance with and governed by the laws of said Commonwealth (excluding the
laws applicable to conflicts or choice of law).

25. CONSENT TO JURISDICTION; WAIVERS.

THE BORROWER AND EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A)
SUBMITS TO PERSONAL JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS OVER ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS, AND (B) WAIVES ANY AND ALL PERSONAL RIGHTS UNDER
THE LAWS OF ANY STATE (I) TO THE RIGHT, IF ANY, TO TRIAL BY JURY TO THE EXTENT
PERMITTED BY LAW, (II) TO OBJECT TO JURISDICTION WITHIN THE COMMONWEALTH OF
MASSACHUSETTS OR VENUE IN ANY PARTICULAR FORUM WITHIN THE COMMONWEALTH OF
MASSACHUSETTS, AND (III) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN ACTUAL
DAMAGES. THE BORROWER AND EACH PARTY AGREES THAT, IN ADDITION TO ANY METHODS
OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS
IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED DIRECTED TO THE BORROWER AT THE ADDRESS SET
FORTH IN SECTION 23 ABOVE, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT
OR AS OTHERWISE PERMITTED BY APPLICABLE LAW. NOTHING CONTAINED HEREIN,
HOWEVER, SHALL PREVENT THE AGENT OR LENDERS FROM BRINGING ANY SUIT, ACTION OR
PROCEEDING OR EXERCISING ANY RIGHTS AGAINST ANY COLLATERAL AND AGAINST ANY
BORROWER, AND AGAINST ANY PROPERTY OF ANY BORROWER, IN ANY OTHER STATE.
INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY STATE
SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN THE RIGHTS AND
OBLIGATIONS OF THE BORROWER, EACH PARTY, THE AGENT, AND THE LENDERS HEREUNDER
OR THE SUBMISSION HEREIN BY THE BORROWER AND EACH PARTY TO PERSONAL
JURISDICTION WITHIN THE COMMONWEALTH OF MASSACHUSETTS.

26. HEADINGS.

The captions in this Agreement are for convenience of reference only
and shall not define or limit the provisions hereof.

27. COUNTERPARTS.

This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall
constitute one instrument. In proving this Agreement

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it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought.

28. ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed in connection
herewith or therewith express the entire understanding of the parties with
respect to the transactions contemplated hereby. Neither this Agreement nor
any term hereof may be changed, waived, discharged or terminated, except as
provided in Article 29.

29. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Any consent or approval required or permitted by this Agreement to be
given by all of the Lenders may be given, and any term of this Agreement, the
other Loan Documents or any other instrument related hereto or mentioned herein
may be amended, and the performance or observance by the Borrower or any of its
Subsidiaries of any terms of this Agreement, the other Loan Documents or such
other instrument, or the continuance of any Default or Event of Default may be
waived (either generally or in a particular instance and either retroactively
or prospectively) with, but only with, the written consent of the Borrower and
the written consent of the Majority Lenders. Notwithstanding the foregoing,
the rate of interest on and the term of the Notes, the amount of the
Commitments of the Lenders, and the amount of commitment fee hereunder may not
be changed without the written consent of the Borrower and the written consent
of each Lender affected thereby; the definition of Majority Lenders may not be
amended without the written consent of all of the Lenders; and the amount of
the Agent's fee payable for the Agent's account and Section 13 may not be
amended without the written consent of the Agent. No waiver shall extend to or
affect any obligation not expressly waived or impair any right consequent
thereon. No course of dealing or delay or omission on the part of the Agent or
any Lender in exercising any right shall operate as a waiver thereof or
otherwise be prejudicial thereto. No notice to or demand upon the Borrower
shall entitle the Borrower to other or further notice or demand in similar or
other circumstances.

30. TIME OF THE ESSENCE.

Time is of the essence with respect to each and every covenant,
agreement and obligation of the Borrower and the Lenders under this Agreement
and the other Loan Documents.

31. SEVERABILITY.

The provisions of this Agreement are severable, and if any one clause
or provision hereof shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Agreement in any jurisdiction.

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as a sealed instrument as of the date first set forth above.

XXXXXXXX HOSPITALITY LIMITED
PARTNERSHIP

By: Xxxxxxxx Hospitality REIT Trust,
general partner

/s/Xxxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxx, Xx. (SEAL)
------------------------------ -------------------------------
Name: Xxxxx X. Xxxxxxxx, Xx.
Title: President

SOLOMONS BEACON INN LIMITED PARTNERSHIP

By: Xxxxxxxx Hospitality Limited Partnership,
general partner

By: Xxxxxxxx Hospitality REIT Trust,
general partner

/s/Xxxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxx, Xx. (SEAL)
------------------------------ -------------------------------
Name: Xxxxx X. Xxxxxxxx, Xx.
Title: President

XXXXXXXX HOSPITALITY TRUST, INC.

/s/Xxxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxx, Xx. (SEAL)
------------------------------ -------------------------------
Name: Xxxxx X. Xxxxxxxx, Xx.
Title: President

XXXXXXXX HOSPITALITY REIT TRUST

/s/Xxxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxx, Xx. (SEAL)
------------------------------ -------------------------------
Name: Xxxxx X. Xxxxxxxx, Xx.
Title: President

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BANKBOSTON, N.A.
/s/Xxxxxxxxx X. Xxxxxxx By:/s/ Xxxxxxxx X. Xxxx (SEAL)
------------------------------ -------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President

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Exhibit 10.8 REVOLVING CREDIT AND GUARANTY AGREEMENT

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