GAYLORD ENTERTAINMENT CO /DE
AMENDED & RESTATED LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>5
<FILENAME>g68099ex10-13.txt
<DESCRIPTION>AMENDED & RESTATED LOAN AND SECURITY AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.13

================================================================================






                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT



                           DATED AS OF MARCH 27, 2001


                                     BETWEEN


                          OPRYLAND HOTEL NASHVILLE, LLC
                                   AS BORROWER


                                       AND


                      MERRILL LYNCH MORTGAGE LENDING, INC.
                                    AS LENDER


                             ---------------------


                                 OPRYLAND HOTEL

                              NASHVILLE, TENNESSEE

================================================================================







<PAGE>   2

<TABLE>
<S>                    <C>                                                                              <C>
ARTICLE I

         DEFINITIONS.....................................................................................2
     Section 1.1       Certain Defined Terms.............................................................2
     Section 1.2       Accounting Terms.................................................................20
     Section 1.3       Other Definitional Provisions....................................................20

ARTICLE II

         TERMS OF THE LOAN..............................................................................21
     Section 2.1       Loan.............................................................................21
     Section 2.2       Interest.........................................................................21
     Section 2.3       Interest Rate Cap Agreement......................................................23
     Section 2.4       Payments.........................................................................24
     Section 2.5       Maturity.........................................................................24
     Section 2.6       Prepayment.......................................................................26
     Section 2.7       Outstanding Balance..............................................................28
     Section 2.8       Taxes............................................................................28
     Section 2.9       Reasonableness of Charges........................................................28
     Section 2.10      Funding Losses/Change in Law Etc.................................................29

ARTICLE III

         CONDITIONS TO LOAN.............................................................................30
     Section 3.1       Conditions to Funding of the Loan on the Closing Date............................30

ARTICLE IV

         REPRESENTATIONS AND WARRANTIES.................................................................35
     Section 4.1       Organization, Powers, Capitalization, Good Standing, Business....................35
     Section 4.2       Authorization of Borrowing, etc..................................................36
     Section 4.3       Financial Statements.............................................................36
     Section 4.4       Indebtedness and Contingent Obligations..........................................37
     Section 4.5       Title to Property................................................................37
     Section 4.6       Zoning; Compliance with Laws.....................................................37
     Section 4.7       Leases; Agreements...............................................................38
     Section 4.8       Condition of Property............................................................39
     Section 4.9       Litigation; Adverse Facts........................................................39
     Section 4.10      Payment of Taxes.................................................................40
     Section 4.11      Adverse Contracts................................................................40
     Section 4.12      Performance of Agreements........................................................40
     Section 4.13      Governmental Regulation..........................................................40
     Section 4.14      Employee Benefit Plans...........................................................40
     Section 4.15      Broker's Fees....................................................................40
     Section 4.16      Environmental Compliance.........................................................40
     Section 4.17      Solvency.........................................................................41
     Section 4.18      Disclosure.......................................................................41
     Section 4.19      Use of Proceeds and Margin Security..............................................42
     Section 4.20      Insurance........................................................................42
     Section 4.21      Separate Tax Lots................................................................42
</TABLE>


                                       i


<PAGE>   3

<TABLE>
<S>                    <C>                                                                              <C>
     Section 4.22      Investments......................................................................42
     Section 4.23      Bankruptcy.......................................................................42
     Section 4.24      Defaults.........................................................................42
     Section 4.25      No Plan Assets...................................................................42
     Section 4.26      Governmental Plan................................................................42
     Section 4.27      Not Foreign Person...............................................................42
     Section 4.28      No Collective Bargaining Agreements..............................................43

ARTICLE V

         COVENANTS OF BORROWER PARTIES..................................................................43
     Section 5.1       Financial Statements and Other Reports...........................................43
     Section 5.2       Existence; Qualification.........................................................47
     Section 5.3       Payment of Impositions and Claims................................................47
     Section 5.4       Maintenance of Insurance.........................................................48
     Section 5.5       Operation and Maintenance of the Property; Casualty..............................51
     Section 5.6       Inspection.......................................................................54
     Section 5.7       Environmental Compliance.........................................................54
     Section 5.8       Environmental Disclosure.........................................................55
     Section 5.9       Compliance with Laws and Contractual Obligations.................................55
     Section 5.10      Further Assurances...............................................................56
     Section 5.11      Performance of Agreements and Leases.............................................56
     Section 5.12      Leases...........................................................................56
     Section 5.13      Management; Franchise Agreement..................................................57
     Section 5.14      Material Agreements..............................................................59
     Section 5.15      Deposits; Application of Receipts................................................59
     Section 5.16      Estoppel Certificates............................................................59
     Section 5.17      Indebtedness.....................................................................60
     Section 5.18      No Liens.........................................................................61
     Section 5.19      Contingent Obligations...........................................................61
     Section 5.20      Restriction on Fundamental Changes...............................................61
     Section 5.21      Transactions with Related Persons................................................61
     Section 5.22      Bankruptcy, Receivers, Similar Matters...........................................62
     Section 5.23      ERISA............................................................................62
     Section 5.24      Press Release....................................................................63
     Section 5.25      Lender's Expenses................................................................63

ARTICLE VI

         RESERVES.......................................................................................63
     Section 6.1       Security Interest in Reserves; Other Matters Pertaining to Reserves..............63
     Section 6.2       Funds Deposited with Lender......................................................64
     Section 6.3       Impositions and Insurance Reserve................................................64
     Section 6.4       FF&E Reserve.....................................................................65
     Section 6.5       Capital Improvement Reserve; Required Capital Improvements.......................66
     Section 6.6       Conditions to Disbursements from FF&E Reserve and Capital Improvement Reserve;
                       Performance of Work..............................................................66
     Section 6.7       Self-Insurance Reserve...........................................................70
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>                    <C>                                                                              <C>
ARTICLE VII

         LOCK BOX, CLEARING ACCOUNT;  CENTRAL ACCOUNT; CASH MANAGEMENT..................................71
     Section 7.1       Establishment of Lock Box, Clearing Account and Central Account..................71
     Section 7.2       Application of Funds in Central Account..........................................73
     Section 7.3       Application of Funds After Event of Default......................................73

ARTICLE VIII

         DEFAULT, RIGHTS AND REMEDIES...................................................................73
     Section 8.1       Event of Default.................................................................73
     Section 8.2       Acceleration and Remedies........................................................75
     Section 8.3       Performance by Lender............................................................77
     Section 8.4       Evidence of Compliance...........................................................77

ARTICLE IX

         SINGLE-PURPOSE, BANKRUPTCY-REMOTE REPRESENTATIONS, WARRANTIES AND COVENANTS....................77
     Section 9.1       Applicable to all Primary Borrower Parties.......................................77
     Section 9.2       Applicable to Borrower, Member and Independent Manager...........................80

ARTICLE X

         RESTRUCTURING LOAN, SECONDARY MARKET TRANSACTIONS..............................................81
     Section 10.1      Secondary Market Transactions Generally..........................................81
     Section 10.2      Cooperation; Limitations.........................................................81
     Section 10.3      Information......................................................................82
     Section 10.4      Additional Provisions............................................................83
     Section 10.5      Formation of Depositor...........................................................83

ARTICLE XI

         RESTRICTIONS ON LIENS, TRANSFERS; ASSUMABILITY.................................................84
     Section 11.1      Restrictions on Transfer and Encumbrance.........................................84
     Section 11.2      Transfers of Beneficial Interests in Borrower....................................84
     Section 11.3      Assumability.....................................................................86

ARTICLE XII

         RECOURSE; LIMITATIONS ON RECOURSE..............................................................87
     Section 12.1      Limitations on Recourse..........................................................87
     Section 12.2      Partial Recourse.................................................................88
     Section 12.3      Miscellaneous....................................................................88

ARTICLE XIII

         WAIVERS OF DEFENSES OF GUARANTORS AND SURETIES.................................................88
     Section 13.1      Waivers..........................................................................88

ARTICLE XIV

         MISCELLANEOUS..................................................................................90
     Section 14.1      Expenses and Attorneys' Fees.....................................................90
</TABLE>


                                      iii
<PAGE>   5

<TABLE>
<S>                    <C>                                                                              <C>
     Section 14.2      Indemnity........................................................................91
     Section 14.3      Amendments and Waivers...........................................................92
     Section 14.4      Retention of Borrower's Documents................................................92
     Section 14.5      Notices..........................................................................92
     Section 14.6      Survival of Warranties and Certain Agreements....................................94
     Section 14.7      Failure or Indulgence Not Waiver; Remedies Cumulative............................94
     Section 14.8      Marshaling; Payments Set Aside...................................................94
     Section 14.9      Severability.....................................................................94
     Section 14.10     Headings.........................................................................94
     Section 14.11     APPLICABLE LAW...................................................................94
     Section 14.12     Successors and Assigns...........................................................95
     Section 14.13     Sophisticated Parties, Reasonable Terms, No Fiduciary Relationship...............95
     Section 14.14     Reasonableness of Determinations.................................................95
     Section 14.15     Limitation of Liability..........................................................96
     Section 14.16     No Duty..........................................................................96
     Section 14.17     Entire Agreement.................................................................96
     Section 14.18     Construction; Supremacy of Loan Agreement........................................96
     Section 14.19     Consent to Jurisdiction..........................................................96
     Section 14.20     Waiver of Jury Trial.............................................................97
     Section 14.21     Counterparts; Effectiveness......................................................97
     Section 14.22     Servicer.........................................................................98
     Section 14.23     Obligations of Borrower Parties..................................................98
</TABLE>



                                       iv
<PAGE>   6
                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

         This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "LOAN
AGREEMENT") is dated as of March 27, 2001 and entered into by and between
OPRYLAND HOTEL NASHVILLE, LLC, a Delaware limited liability company
("BORROWER"), and MERRILL LYNCH MORTGAGE LENDING, INC. a Delaware corporation
(together with its successors and assigns, "LENDER").

                                    RECITALS:

         WHEREAS, Merrill Lynch Mortgage Capital Inc. ("ORIGINAL LENDER") made a
loan in the original principal amount of $200,000,000 which was subsequently
increased to an aggregate principal amount of up to $250,000,000 (the "ORIGINAL
LOAN") to Borrower (successor-in-interest to OLH, G.P., a Tennessee general
partnership ("ORIGINAL BORROWER")), pursuant to a Loan Agreement, dated as of
October 6, 2000 (as heretofore amended or modified, the "ORIGINAL LOAN
AGREEMENT"), between Borrower (successor-in-interest to Original Borrower) and
Original Lender, as modified by a certain Assumption and Modification Agreement,
dated as of December 1, 2000, among Original Borrower, Borrower and Original
Lender, and further modified by a certain Second Modification to Deed of Trust,
Assignment of Leases and Rents and Security Agreement, dated as of February 16,
2001, between Borrower and Original Lender;

         WHEREAS, the Original Loan is evidenced by a certain Amended and
Restated Deed of Trust Note, dated as of February 16, 2001 (as heretofore
amended or modified, the "ORIGINAL NOTE"), from Borrower to Original Lender in
the original principal amount of $250,000,000;

         WHEREAS, the outstanding principal amount of the Original Loan on the
date hereof is $235,000,000;

         WHEREAS, all of Original Lender's right, title and interest in and to
the Original Loan Agreement, the Original Note, the deed of trust and security
documents securing the Original Note and certain other documents executed in
connection with the Original Loan were assigned to Lender pursuant to various
assignment documents, dated as of the date hereof, from Original Lender to
Lender; and

         WHEREAS, Borrower and Lender wish to (i) provide for an additional
advance of $40,000,000 (the "NEW ADVANCE") to Borrower and combine and
consolidate the outstanding principal amount of the Original Loan with the New
Advance into a single indebtedness in the aggregate principal amount of
$275,000,000; (ii) modify the terms and conditions of the Original Loan; and
(iii) amend and restate the terms of the Original Loan Agreement upon the terms
and conditions hereof.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrower Parties and Lender agree as
follows:



                                       1
<PAGE>   7
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1 CERTAIN DEFINED TERMS. The terms defined below are used in this Loan
Agreement as so defined. Terms defined in the preamble and recitals to this Loan
Agreement are used in this Loan Agreement as so defined.

         "ACCEPTABLE FRANCHISOR" and "ACCEPTABLE FRANCHISE NAME" means the
following, provided that the Acceptable Franchise Name shall in all events
include the "Opryland Hotel" as the primary operating name for the Property,
with the franchised name used in association therewith, in a manner reasonably
acceptable to Lender: Hyatt; Hilton; Hotel Sofitel; Inter-Continental; Loews;
Marriott; Omni; Renaissance; Sheraton; Westin; Wyndham; Fairmont; Le Meridien;
Crown Plaza; Four Seasons; Luxury Collection (Sheraton); and Ritz Carlton.

         "ACCEPTABLE MANAGER" means (i) Hilton, Hyatt, Marriott, Sheraton,
Wyndham, Luxury Collection (Sheraton) or (ii) another reputable hotel management
company with at least five (5) years experience managing hotel properties
similar to the Property which at the time of its engagement is managing at least
5,000 hotel rooms (exclusive of the Property) and at least 300,000 square feet
of convention space and meeting rooms (exclusive of the Property).

         "ACCOUNTS" means, collectively, the Lock Box, the Clearing Account, the
Central Account, the Sub-Accounts thereof and any other accounts pledged to
Lender pursuant to this Loan Agreement or any other Loan Document.

         "ACCOUNT COLLATERAL" means all of Borrower's right, title and interest
in and to the Accounts, the Reserves, all monies and amounts which may from time
to time be on deposit therein, all monies, checks, notes, instruments,
documents, deposits, and credits from time to time in the possession of Lender
representing or evidencing such Accounts and Reserves and all earnings and
investments held therein and proceeds thereof.

         "AFFILIATE" means in relation to any Person, any other Person: (i)
directly or indirectly controlling, controlled by, or under common control with,
the first Person; (ii) directly or indirectly owning or holding ten percent
(10%) or more of any equity interest in the first Person; or (iii) ten percent
(10%) or more of whose voting stock or other equity interest is directly or
indirectly owned or held by the first Person. In addition, the Affiliates of
each Borrower Party include, without limitation, all other Borrower Parties,
irrespective of whether they now or hereafter satisfy the foregoing criteria.
For purposes of this definition, "CONTROL" (including with correlative meanings,
the terms "CONTROLLING", "CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means
the possession directly or indirectly of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Where expressions such
as "[name of party] or any Affiliate" are used, the same shall refer to the
named party and any Affiliate of the named party. Further, the Affiliates of any
Person that is an entity shall include all natural persons who are officers,
agents, directors, members, partners, or employees of the entity Person.




                                       2
<PAGE>   8

         "APPLICABLE SPREAD" means (i) 1.50% during the Initial Term; (ii)
1.625% during the First Extension Term (if applicable) and (iii) 1.75% during
the Second Extension Term (if applicable).

         "APPROVED CAPITAL IMPROVEMENT EXPENDITURES" has the meaning set forth
in Section 6.5.

         "APPROVED EXPENDITURES" has the meaning set forth in Section 6.6.

         "APPROVED FF&E EXPENDITURES" has the meaning set forth in Section 6.4.

         "ASSIGNMENT OF LEASES" means the Assignment of Leases and Rents of even
date herewith from Borrower to Lender, constituting an assignment of the Leases
and proceeds therefrom as Collateral for the Loan, as same may be amended or
modified from time to time.

         "ASSIGNMENT OF MANAGEMENT AGREEMENT" means that certain Conditional
Assignment of Management Agreement of even date herewith executed by Borrower
and current Manager, constituting an assignment of the Management Agreement as
Collateral for the Loan, as same may be amended or modified from time to time.

         "ASSIGNMENT OF RATE CAP" means that certain Collateral Assignment of
Interest Rate Protection Agreement of even date herewith from Borrower to
Lender, constituting an assignment of the Cap and the Cap Guaranty and proceeds
therefrom as Collateral for the Loan, as same may be amended or modified from
time to time.

         "BANKRUPTCY CODE" means Title 11 of the United States Code, as amended
from time to time, and all rules and regulations promulgated thereunder.

         "BIG FIVE ACCOUNTING FIRM" means Ernst and Young, Price Waterhouse
Coopers, Deloitte & Touche, KPMG Peat Marwick or Arthur Andersen & Co. or any
successor entity.

         "BORROWER" has the meaning set forth in the preamble.

         "BORROWER PARTY" and "BORROWER PARTIES" mean, individually or
collectively, Borrower, Independent Manager and Guarantor.

         "BORROWER PARTY SECRETARY" has the meaning set forth in Section 3.1.

         "BUSINESS DAY" means any day excluding (i) Saturday, (ii) Sunday, (iii)
any day which is a legal holiday under the laws of the State of New York, the
state or states where the servicing offices of the Servicer, and, if the Loan
becomes a "specially serviced mortgage loan" pursuant to the terms of any trust
and servicing agreement entered into in connection with any Securitization
backed in whole or in part by the Loan, the special servicer, are located or the
state in which the corporate trust office of the trustee in connection with any
such Securitization is located, and (iv) any day on which banking institutions
located in such state are generally not open for the conduct of regular
business.

         "CAP" has the meaning set forth in Section 2.3.



                                       3
<PAGE>   9

         "CAP GUARANTOR" has the meaning set forth in Section 2.3.

         "CAP GUARANTY" has the meaning set forth in Section 2.3.

         "CAP PROVIDER" has the meaning set forth in Section 2.3.

         "CAP RESERVE" has the meaning set forth in Section 2.3.

         "CAP THRESHOLD RATE" has the meaning set forth in Section 2.3.

         "CAPITAL EXPENDITURES" means expenditures for Capital Improvements.

         "CAPITAL IMPROVEMENTS" means capital improvements, repairs or
alterations, furnishings, fixtures and equipment (whether paid in cash or
property or accrued as liabilities) made by Borrower that, in conformity with
GAAP, are required to be included in the property, plant, or equipment, or
similar fixed asset account or otherwise capitalized.

         "CAPITAL IMPROVEMENT PLAN" means Borrower's current plan and budget for
certain ongoing multi-phased capital improvements to the Property, including the
renovation and improvement of certain guest rooms, the main hotel lobby and
other common areas, and elevators, escalators and other building systems, as
more particularly described on EXHIBIT A.

         "CAPITAL IMPROVEMENT RESERVE" has the meaning set forth in Section 6.5.

         "CASH MANAGEMENT AGREEMENT" means the Cash Management Agreement of even
date herewith among Borrower, Lender, Manager, and Central Account Bank.

         "CASH TRAP EVENT" has the meaning set forth in Section 2.6.

         "CASH TRAP RESERVE" has the meaning set forth in Section 2.6.

         "CENTRAL ACCOUNT" and "CENTRAL ACCOUNT BANK" are defined in Section
7.1.

         "CLAIMS" has the meaning set forth in Section 5.3.

         "CLEARING ACCOUNT" has the meaning set forth in Section 7.1.

         "CLEARING ACCOUNT AGREEMENT" has the meaning set forth in Section 7.1.

         "CLEARING BANK" has the meaning set forth in Section 7.1.

         "CLOSING" means Lender's acquisition of the Original Loan from Original
Lender, the funding of the New Advance and the consummation of the other
transactions contemplated by this Loan Agreement.

         "CLOSING DATE" means the date on which the Closing occurs.

         "COLLATERAL" means rights, interests, and property of every kind, real
and personal, tangible and intangible, which is granted, pledged, liened, or
encumbered as security for the



                                       4
<PAGE>   10

Loan or any of the other Obligations under this Loan Agreement, the Deed of
Trust, the Cash Management Agreement or other Loan Documents, including without
limitation the Property and the Accounts.

         "COMPLIANCE CERTIFICATE" has the meaning set forth in Section 5.1.

         "CONTINGENT OBLIGATION", as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person: (A) with respect to
any indebtedness, lease, dividend or other obligation of another if the primary
purpose or intent of the Person incurring such liability, or the primary effect
thereof, is to provide assurance to the obligee of such liability that such
liability will be paid or discharged, or that any agreements relating thereto
will be complied with, or that the holders of such liability will be protected
(in whole or in part) against loss with respect thereto; (B) with respect to any
letter of credit issued for the account of that Person or as to which that
Person is otherwise liable for reimbursement of drawings; (C) under any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement or arrangement designed to protect against
fluctuations in interest rates; or (D) under any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect that Person against fluctuations in currency values. Contingent
Obligations shall include (i) the direct or indirect guaranty, endorsement
(other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another, (ii) the obligation to make take-or-pay or similar
payments if required regardless of nonperformance by any other party or parties
to an agreement, and (iii) any liability of such Person for the obligations of
another through any agreement to purchase, repurchase or otherwise acquire such
obligation or any property constituting security therefor, to provide funds for
the payment or discharge of such obligation or to maintain the solvency,
financial condition or any balance sheet item or level of income of another. The
amount of any Contingent Obligation shall be equal to the amount of the
obligation so guaranteed or otherwise supported or, if not a fixed and
determined amount, the maximum amount so guaranteed.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any
indenture, mortgage, deed of trust, contract, undertaking, agreement or other
instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject
including, without limitation, the Loan Documents.

         "CONVENTION CONTRACTS" has the meaning set forth in Section 5.14.

         "CREDIT CARD COMPANIES" has the meaning set forth in Section 7.1.

         "CREDIT CARD RECEIVABLES PAYMENT DIRECTION LETTER" has the meaning set
forth in Section 7.1.

         "DEBT SERVICE COVERAGE RATIO" shall mean, for any period, the ratio of
(i) Pro Forma Net Operating Income for such period immediately preceding the
date of calculation to (ii) the amount of principal and interest due under the
Loan for such period.

         "DEBT SERVICE SUB-ACCOUNT" has the meaning set forth in Section 7.1.



                                       5
<PAGE>   11

         "DEED OF TRUST" means that certain Amended and Restated Deed of Trust,
Assignment of Leases and Security Agreement of even date herewith from Borrower
to Robert J. Pinstein, as trustee for the benefit of Lender, constituting a Lien
on the Property as Collateral for the Loan as same may be modified or amended
from time to time.

         "DEFAULT" means any breach or default under any of the Loan Documents,
whether or not the same is an Event of Default, and also any condition or event
that, after notice or lapse of time or both, would constitute an Event of
Default if that condition or event were not cured or removed within any
applicable grace or cure period.

         "DEFAULT RATE" has the meaning set forth in Section 2.2.

         "DEMINIMIS LEASE" means any Lease of space in the Property with a
Person that is not an Affiliate of Borrower, which provides for annual rent or
other payments in an amount less than $5,000 and which is otherwise on
arms-length terms and conditions.

         "DETERMINATION DATE" means the day which is two (2) Eurodollar Business
Days prior to the first day of an Interest Accrual Period; provided that the
First Determination Date shall be the Closing Date or, if such date is not a
Eurodollar Business Day, the immediately preceding Eurodollar Business Day. The
LIBO Rate set on each Determination Date shall be in effect for the Interest
Accrual Period immediately following such Determination Date.

         "DISCLOSURE DOCUMENTS" has the meaning set forth in Section 10.3.

         "DOLLARS" and the sign "$" mean the lawful money of the United States
of America.

         "ELIGIBLE ACCOUNT" shall mean a separate and identifiable account from
all other funds held by the holding institution, which account is either (i) an
account maintained with an Eligible Bank or (ii) a segregated trust account
maintained by a corporate trust department of a federal depository institution
or a state chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations ss. 9.10(B), which has corporate trust powers and is acting in its
fiduciary capacity and in either case having combined capital and surplus of at
least $100,000,000 or otherwise acceptable to the Rating Agencies.

         "ELIGIBLE BANK" shall mean a bank that (i) satisfies the Rating
Criteria and (ii) insures the deposits hereunder and/or under the Cash
Management Agreement through the Federal Deposit Insurance Corporation.

         "EMPLOYEE BENEFIT PLAN" means any employee benefit plan within the
meaning of Section 3(3) of ERISA (including any Multiemployer Plan) (i) which is
maintained for employees of Borrower or any ERISA Affiliate, (ii) which has at
any time within the preceding six (6) years been maintained for the employees of
Borrower or any current or former ERISA Affiliate or (iii) for which Borrower or
any ERISA Affiliate has any liability, including contingent liability.

         "ENVIRONMENTAL CLAIMS" has the meaning set forth in Section 4.16.



                                       6
<PAGE>   12

         "ENVIRONMENTAL INDEMNITY" means the Environmental and Hazardous
Substance Indemnification Agreement of even date herewith from Borrower and
Guarantor to Lender, as same may be amended or modified from time to time.

         "ENVIRONMENTAL LAWS" means all present and future local, state, federal
or other governmental authority, statutes, ordinances, codes, orders, decrees,
laws, rules or regulations pertaining to or imposing liability or standards of
conduct concerning environmental regulation, contamination or clean-up or the
handling, generation, release or storage of Hazardous Material including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act, as amended, the Resource Conservation and Recovery Act, as
amended, the Emergency Planning and Community Right-to-Know Act of 1986, as
amended, the Hazardous Substances Transportation Act, as amended, the Solid
Waste Disposal Act, as amended, the Clean Water Act, as amended, the Clean Air
Act, as amended, the Toxic Substances Control Act, as amended, the Safe Drinking
Water Act, as amended, the Occupational Safety and Health Act, as amended, any
state superlien and environmental clean-up statutes and all regulations adopted
in respect of the foregoing laws whether now or hereafter in effect.

         "ENVIRONMENTAL REPORT" means that certain environmental report and
audit for the Property prepared by Law Engineering and Environmental Services,
Inc., dated as of May 1, 2000, modified and supplemented by addendum, dated as
of February 16, 2001.

         "ERISA" means the Employee Retirement Income Security Act of 1974, and
all rules and regulations promulgated thereunder.

         "EURODOLLAR BUSINESS DAY" means any day on which banks in the City of
London, England are generally open for interbank or foreign exchange
transactions and which is also a Business Day.

         "EVENT OF DEFAULT" has the meaning set forth in Section 8.1.

         "EXCESS CASH FLOW" means any and all amounts available for distribution
in the Central Account in any calendar month after allocations and/or
distribution of all amounts required to be allocated under Sections 3.3(a)(i)
through (vii) of the Cash Management Agreement.

         "EXCESS INTEREST" has the meaning set forth in Section 2.2.

         "EXTENSION CAP THRESHOLD RATE" has the meaning set forth in Section
2.5.

         "EXTENSION TERMS" has the meaning set forth in Section 2.5.

         "FF&E" means all machinery, furniture, furnishings, equipment, fixtures
(including, without limitation, all heating, air conditioning, plumbing,
lighting, communications and elevator fixtures), inventory and articles of
personal property and accessions, renewals and replacements thereof and
substitutions therefor (including, without limitation, beds, bureaus,
chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs,
carpeting, drapes, draperies, venetian blinds, screens, paintings, hangings,
pictures, divans, couches, luggage carts, luggage racks, stools, sofas,
chinaware, linens, pillows, blankets, glassware, foodcarts, cookware, dry
cleaning facilities, dining room wagons, tools, keys or other entry systems,
bars, bar fixtures,



                                       7
<PAGE>   13

liquor and drink dispensers, ice makers, radios, clock radios, television sets,
intercom and paging equipment, electric and electronic equipment, dictating
equipment, private telephone systems, medical equipment, potted plants, heating,
lighting and plumbing fixtures, fire prevention and extinguishing apparatus,
cooling and air-conditioning systems, elevators, escalators, fittings, plants,
apparatus, stoves, ranges, refrigerators, laundry machines, tools, machinery,
engines, dynamos, motors, boilers, incinerators, switchboards, conduits,
compressors, vacuum cleaning systems, floor cleaning, waxing and polishing
equipment, call systems, brackets, electrical signs, bulbs, bells, fuel,
conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers,
garbage disposals, washer and dryers), other customary hotel equipment and other
tangible property of every kind and nature whatsoever owned by Borrower, or in
which Borrower has or shall have an interest, now or hereafter located at the
Property, or appurtenant thereto, and useable in connection with the present or
future operation and occupancy of the Property and all building equipment,
material and supplies of any nature whatsoever owned by Borrower, or in which
Borrower has or shall have an interest, now or hereafter located at the
Property, or appurtenant thereto, and useable in connection with the present or
future operation, enjoyment and occupancy of the Property.

         "FF&E BUDGET" means the expenditures for Replacements and other
expenditures for FF&E set forth in an annual FF&E budget approved by Lender in
writing (such approval not to be unreasonably withheld or delayed as long as the
budget is consistent with the form of the FF&E Budget provided to Lender prior
to Closing), covering the planned FF&E expenditures for the period covered
thereby.

         "FF&E RESERVE" means the reserve established pursuant to Section 6.4.

         "FINANCIAL STATEMENTS" means statements of operations and retained
earnings, statements of cash flow and balance sheets.

         "FINANCING STATEMENTS" means the Uniform Commercial Code Financing
Statements naming the applicable Borrower Parties as debtor, and Lender as
secured party, required under applicable state law to perfect the security
interests created hereunder or under the other Loan Documents.

         "FIRST EXTENSION TERM" has the meaning set forth in Section 2.5.

         "FITCH" means Fitch, Inc.

         "FRANCHISE AGREEMENT" means any franchise agreement hereafter entered
into by Borrower, as franchisee, pursuant to which Borrower has the right to
operate the Property under a name and hotel system controlled by the franchisor.

         "FUNDING PARTY" means any bank or other entity, if any, which is
indirectly or directly funding Lender with respect to the Loan, in whole or in
part, including, without limitation, any direct or indirect assignee of, or
participant in, the Loan.

         "GAAP" means generally accepted accounting principles as set forth in
Statement on Auditing Standards No. 69 entitled "The Meaning of Presenting
Fairly in Conformity with Generally Accepted Accounting Principles in the
Independent Auditor's Report" issued by the



                                       8
<PAGE>   14

Auditing Standards Board of the Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board that
are applicable to the circumstances as of the date of determination.

         "GOVERNMENTAL AUTHORITY" means, with respect to any Person, any federal
or state government or other political subdivision thereof and any entity,
including any regulatory or administrative authority or court, exercising
executive, legislative, judicial, regulatory or administrative or
quasi-administrative functions of or pertaining to government, and any
arbitration board or tribunal in each case having jurisdiction over such
applicable Person or such Person's property, and any stock exchange on which
shares of capital stock of such Person are listed or admitted for trading.

         "GUARANTY" means the Guaranty of Recourse Obligations of even date
herewith executed by Guarantor in favor of Lender, as same may be amended or
modified from time to time.

         "GUARANTOR" means Gaylord Entertainment Company, a Delaware
corporation.

         "HAZARDOUS MATERIAL" means all or any of the following: (A) substances,
materials, compounds, wastes, products, emissions and vapors that are defined or
listed in, regulated by, or otherwise classified pursuant to, any applicable
Environmental Laws, including any so defined, listed, regulated or classified as
"hazardous substances", "hazardous materials", "hazardous wastes", "toxic
substances", "pollutants", "contaminants", or any other formulation intended to
regulate, define, list or classify substances by reason of deleterious, harmful
or dangerous properties; (B) waste oil, oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids or synthetic gas and drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources; (C)
any flammable substances or explosives or any radioactive materials; (D)
asbestos in any form; (E) electrical or hydraulic equipment which contains any
oil or dielectric fluid containing polychlorinated biphenyls; (F) radon; or (G)
urea formaldehyde.

         "IMPOSITIONS" means all real estate and personal property taxes, and
vault charges and all other taxes, levies, assessments and other similar
charges, general and special, ordinary and extraordinary, foreseen and
unforeseen, of every kind and nature whatsoever (including any payments in lieu
of taxes), which at any time prior to, at or after the execution hereof may be
assessed, levied or imposed by, in each case, a governmental authority upon the
Property or the rents relating thereto or upon the ownership, use, occupancy or
enjoyment thereof, and any interest, cost or penalties imposed by such
governmental authority with respect to any of the foregoing. Impositions shall
not include any sales or use taxes payable by Borrower.

         "IMPOSITIONS AND INSURANCE RESERVE" means the reserve established
pursuant to Section 6.3.

         "IMPROVEMENTS" means all buildings, structures, fixtures, additions,
enlargements, extensions, modification, repairs, replacements and improvements
of every kind and nature now or hereafter located on the Property.

         "INDEBTEDNESS" or "INDEBTEDNESS", as applied to any Person, means: (A)
all indebtedness for borrowed money; (B) that portion of obligations with
respect to leases that is



                                       9
<PAGE>   15

properly classified as a liability on a balance sheet in conformity with GAAP;
(C) notes payable and drafts accepted representing extensions of credit whether
or not representing obligations for borrowed money; (D) any obligation owed for
all or any part of the deferred purchase price of property or services if the
purchase price is due more than six months from the date the obligation is
incurred or is evidenced by a note or similar written instrument; and (E) all
indebtedness secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person.

         "INDEMNIFIED LIABILITIES" has the meaning set forth in Section 14.2.

         "INDEPENDENT DIRECTOR" means an individual satisfactory to Lender who
shall not have been at the time of such individual's appointment or at any time
while serving as a director of the Independent Manager, and may not have been at
any time during the preceding five years (i) a stockholder, director, officer,
employee, partner, attorney or counsel of Independent Manager, Borrower,
Guarantor or any Affiliate of any of them (except that such individual may be an
independent director of Independent Manager or of the independent manager of
Member), (ii) a customer, supplier or other Person who derives any of its
purchases or revenues from its activities with the Independent Manager,
Borrower, Guarantor or any Affiliate of any of them, (iii) a Person or other
entity controlling or under common control with any such stockholder, partner,
customer, supplier or other Person, or (iv) a member of the immediate family of
any such stockholder, director, officer, employee, partner, customer, supplier
or other Person. As used in this definition, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management, policies or activities of a Person, whether through
ownership of voting securities, by contract or otherwise.

         "INDEPENDENT MANAGER" means OHN Management, Inc., a Delaware
corporation, which is the "Independent Manager" under the Limited Liability
Company Agreement of Borrower.

         "INITIAL DISBURSEMENT DATE" means the date on which any portion of the
proceeds of the Loan are first disbursed to or for the account of Borrower.

         "INITIAL TERM" means the period from the Closing Date to the Scheduled
Maturity Date.

         "INSTITUTIONAL INVESTOR" means (i) a commercial bank organized under
the laws of the United States, or any State thereof, and having (x) total assets
in excess of $1,000,000,000 and (y) a combined capital and surplus of at least
$250,000,000; (ii) a commercial bank organized under the laws of any other
country which is a member of the Organization of Economic Cooperation and
Development ("OECD"), or a political subdivision of any such country, and having
(x) total assets in excess of $1,000,000,000 and (y) a combined capital and
surplus of at least $250,000,000, provided that 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 OECD; (iii) an insurance company organized
under the laws of any State of the United States, or organized under the laws of
any country and licensed as an insurer by any State within the United States and
having admitted assets of at least $1,000,000,000; (iv) a nationally recognized
investment banking company, or an affiliate thereof (other than any Person which
is directly or indirectly an Affiliate of Borrower or Guarantor, or of any
member or partner of Borrower or Guarantor)



                                       10
<PAGE>   16

organized under the laws of any State of the United States, and licensed or
qualified to conduct such business under the laws of any such State and having
(1) total assets of at least $1,000,000,000 and (2) a net worth of at least
$250,000,000; (v) a private corporate or public pension or profit-sharing plan
(or similar plan) or an endowment fund for a college, university or private
charitable foundation having total assets in excess of $1,000,000,000; or (vi)
any entity which is engaged in the business of or organized for the purpose of
acquiring ownership and other interests in real estate or hotel assets
(including, without limitation, direct and beneficial ownership interests) or
any entity that is itself, or is controlled by or under common control with an
entity which is a so-called "opportunity fund", "hedge fund" or other similar
investment fund and having total assets in excess of $1,000,000,000 and being
reasonably acceptable to the Lender.

         "INSTITUTIONAL LENDER/OWNER" has the meaning set forth in the
Intercreditor Agreement.

         "INSURANCE COMMITTEE" has the meaning set forth in Section 6.7.

         "INSURANCE COMMITTEE CERTIFICATE" has the meaning set forth in Section
6.7.

         "INSURANCE PREMIUMS" means the annual insurance premiums for the
insurance policies required to be maintained by Borrower with respect to the
Property under Section 5.4.

         "INTERCREDITOR AGREEMENT" has the meaning set forth in Section 5.17.

         "INTEREST ACCRUAL PERIOD" means a period commencing on the first
Business Day of a calendar month and ending on the day immediately prior to the
first Business Day of the next calendar month.

         "INTEREST RATE" has the meaning set forth in Section 2.2.

         "INVOLUNTARY BORROWER PARTY BANKRUPTCY" has the meaning set forth in
Section 5.22.

         "IRC" means the Internal Revenue Code of 1986, and any rule or
regulation promulgated thereunder from time to time, in each case as amended.

         "IRS" means the Internal Revenue Service or any successor thereto.

         "KNOWLEDGE": whenever in this Loan Agreement or any of the Loan
Documents, or in any document or certificate executed on behalf of any Borrower
Party or Member pursuant to this Loan Agreement or any of the Loan Documents,
reference is made to the knowledge of Borrower or any other Borrower Party or
Member (whether by use of the words "knowledge" or "known", or other words of
similar meaning, and whether or not the same are capitalized), such shall be
deemed to refer to the knowledge of (i) the Chief Executive Officer of
Guarantor, the Chief Financial Officer of Guarantor, the President of Opryland
Hospitality Group, the Chief Financial Officer of Opryland Hospitality Group and
the General Manager of the hotel located at the Property; (ii) the individuals
employed by any Borrower Party with whom the persons mentioned in clause (i)
above would reasonably be expected to consult for information on the subject
matter; (iii) also to the knowledge of the person signing such document or
certificate.



                                       11
<PAGE>   17

         "LEASE" means any lease, tenancy, license, sublease, assignment and/or
other rental or occupancy agreement or other agreement or arrangement
(including, without limitation, any and all guaranties of any of the foregoing)
heretofore or hereafter entered into affecting the use, enjoyment or occupancy
of, or the conduct of any activity upon or in, the Property or any portion
thereof, including any extensions, renewals, modifications or amendments
thereof.

         "LENDER" is defined in the preamble.

         "LIBO RATE" means, for each Determination Date, the rate per annum
reported on Telerate Access Service Page 3750 (British Bankers Association
Settlement Rate), as of 11:00 a.m., London, England time, as the non-reserve
adjusted London Interbank Offered Rate for U.S. dollar deposits having a 30-day
term (or on such other page as may replace Telerate Page 3750 on that service or
such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying such rate as determined by Lender in
its sole but good faith discretion). In the event that (i) more than one such
LIBO Rate is provided, the average of such rates shall apply or (ii) no such
LIBO Rate is published, then the LIBO Rate shall be the rate at which U.S.
dollar deposits approximately equal to the principal amount of the Loan having a
30-day term are offered by the principal London office of a leading "money
center" bank active in the London interbank market for U.S. dollar deposits, as
determined by Lender in its sole discretion, in immediately available funds in
the London interbank market on the Determination Date. The LIBO Rate for any
Interest Accrual Period shall be adjusted from time to time, by increasing the
rate thereof to compensate Lender and any Funding Party for any aggregate
reserve requirements (including, without limitation, all basic, supplemental,
marginal and other reserve requirements and taking into account any transitional
adjustments or other scheduled changes in reserve requirements during any
Interest Accrual Period) which are required to be maintained by Lender or such
Funding Party with respect to "Eurocurrency liabilities" (as presently defined
in Regulation D of the Board of Governors of the Federal Reserve System) of the
same term under Regulation D, or any other regulations of a Governmental
Authority having jurisdiction over Lender or such Funding Party of similar
effect, it being acknowledged by all parties that such reserve requirement as of
the date of this Loan Agreement is zero percent (0%). Notwithstanding the
foregoing, if the interest rate for Lender or any Funding Party shall be
increased in respect of reserve requirements as provided in the immediately
preceding sentence, Lender or such Funding Party shall promptly notify Borrower
in writing upon becoming aware that Borrower may be required to make the
foregoing compensation to Lender or such Funding Party. Lender or any Funding
Party that gives notice as provided herein shall promptly withdraw such notice
(by notice to Borrower) whenever Lender or such Funding Party is no longer
required to maintain such reserves or the circumstances giving rise to such
notice shall otherwise cease. Notwithstanding the foregoing, Borrower shall not
be required to pay any increased amounts required by the third sentence of this
definition to the extent that Lender or the relevant Funding Party shall be
compensated or reimbursed under Section 2.10 hereof for such amounts. The
establishment of the LIBO Rate on each Determination Date by Lender and Lender's
calculation of the rate of interest applicable to the Note shall (in the absence
of manifest error) be final and binding.

         "LIEN" means any lien, mortgage, pledge, security interest, charge or
encumbrance of any kind, whether voluntary or involuntary, (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, and any agreement to give any security interest).



                                       12
<PAGE>   18

         "LOAN" has the meaning set forth in Section 2.1.

         "LOAN AGREEMENT" means this Amended and Restated Loan and Security
Agreement, as same may be amended, modified or restated from time to time
(including all schedules, exhibits, annexes and appendices hereto).

         "LOAN DOCUMENTS" means this Loan Agreement, the Note, the Deed of
Trust, the Assignment of Leases, the Assignment of Management Agreement, the
Guaranty, the Environmental Indemnity, the Assignment of Rate Cap, the Financing
Statements, the Cash Management Agreement and any and all other documents and
agreements accepted by Lender for the purposes of evidencing and/or securing the
Loan.

         "LOCK BOX" has the meaning set forth in Section 7.1.

         "MANAGEMENT AGREEMENT" means that certain Amended and Restated Hotel
Management Agreement, dated as of March 27, 2001, between Borrower and Manager,
and any management agreement which may hereafter be entered into in accordance
with the terms and conditions hereof, pursuant to which any subsequent Manager
may hereafter manage the Property.

         "MANAGEMENT FEE" means the fee earned by Manager pursuant to the terms
of the Management Agreement.

         "MANAGER" means Opryland Hospitality, LLC, a Tennessee limited
liability company, or such other Person as may hereafter be charged with
management of the Property approved by Lender in accordance with the terms and
conditions hereof.

         "MATERIAL ADVERSE EFFECT" means (A) a material adverse effect upon the
business, operations, properties, assets or condition (financial or otherwise)
of Borrower or any other Borrower Party, or (B) the impairment of the ability of
Borrower or any other Borrower Party to perform its obligations under any Loan
Documents, or (C) the impairment of the ability of Lender to enforce or collect
any of the Obligations. In determining whether any individual event would result
in a Material Adverse Effect, notwithstanding that such event does not of itself
have such effect, a Material Adverse Effect shall be deemed to have occurred if
the cumulative effect of such event and all other then occurring events and
existing conditions would result in a Material Adverse Effect.

         "MATERIAL AGREEMENT" means any contract or agreement relating to the
ownership, management, development, use, operation, leasing, maintenance, repair
or improvement of the Property under which there is an obligation of Borrower to
pay, or under which Borrower receives in compensation, more than $500,000 per
annum, other than the Management Agreement or Material Leases.

         "MATERIAL ALTERATION" means any improvement or alteration to the
Property, the cost of which exceeds $1,000,000 and is not otherwise already
approved by Lender as part of the FF&E Budget then in effect.



                                       13
<PAGE>   19

         "MATERIAL LEASE" means any Lease of space in the Property which (a)
either provides for annual rent or other payments in an amount equal to or
greater than $500,000 or has a term (including all extensions and renewals which
are unilaterally exercisable by the tenant thereunder) of more than five (5)
years, and (b) may not be cancelled by either party thereto on thirty (30) days'
notice without payment of a termination fee, penalty or other cancellation fee.

         "MATURITY DATE" shall mean the Scheduled Maturity Date, as same may be
extended for the First Extension Term or both Extension Terms (subject to the
terms and conditions of Section 2.5(B)), or such other date on which the final
payment of principal of the Note becomes due and payable as therein or herein
provided, whether at such stated maturity date, by acceleration, or otherwise.

         "MAXIMUM RATE" has the meaning set forth in Section 2.2.

         "MEMBER" means OHN Holdings, LLC, a Delaware limited liability company
which is the sole member of Borrower.

         "MEZZANINE LENDER" has the meaning set forth in Section 5.17.

         "MEZZANINE LOAN" has the meaning set forth in Section 5.17.

         "MEZZANINE LOAN DOCUMENTS" has the meaning set forth in Section 5.17.

         "MONTHLY DEBT SERVICE PAYMENT" has the meaning set forth in Section
2.4.

         "MONTHLY DEBT SERVICE PAYMENT AMOUNT" means the amount of any Monthly
Debt Service Payment under Section 2.4.

         "MONTHLY FF&E PAYMENT" has the meaning set forth in Section 6.4.

         "MOODY'S" means Moody's Investors Service.

         "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
3(37) or Section 4001(a)(3) of ERISA to which Borrower or any Affiliate is
making, or is accruing an obligation to make, contributions or has made, or been
obligated to make, contributions within the preceding six (6) years, or for
which Borrower or any Affiliate has any liability, including contingent
liability.

         "NET OPERATING INCOME" means, for any period, the amount by which
Operating Revenues exceed Operating Expenses, provided that Operating Revenues
and Operating Expenses shall, for purposes of calculating Net Operating Income,
be calculated on an accrual basis in accordance with GAAP.

         "NOTE" has the meaning set forth in Section 2.1.

         "OBLIGATIONS" means the Loan and all obligations, liabilities and
indebtedness of every nature to be paid or performed by Borrower under the Loan
Documents, including the principal amount of the Loan, interest accrued thereon
and all fees, costs and expenses, and other sums



                                       14
<PAGE>   20

now or hereafter owing, due or payable and whether before or after the filing of
a proceeding under the Bankruptcy Code by or against Borrower, and the
performance of all other terms, conditions and covenants under the Loan
Documents.

         "OPERATING BUDGET" means Borrower's budget setting forth Borrower's
best estimate, after due consideration, of all Operating Revenues and Operating
Expenses and any other revenues, costs and expenses for the Property which
budget has been approved by Lender in accordance herewith.

         "OPERATING EXPENSES" means, without duplication, all costs and expenses
of operating, maintaining and managing the Property determined in accordance
with GAAP, including, without limitation, Impositions, Insurance Premiums,
repair and maintenance costs, actual management fees and costs, utilities,
accounting, legal and other professional fees, fees relating to environmental
and financial audits, wages, salaries, payroll taxes and benefits, business
franchise taxes, tips and gratuities paid to employees and staff and other
personnel expenses, costs and expenses related to operating and maintaining all
guest rooms, restaurants (including inventory and supplies), retail stores and
shops, bars, meeting rooms, banquet rooms, apartments, parking and recreational
facilities, and all other "costs and expenses" as defined in the Uniform System;
but excluding principal and interest payments on the Loan, fees and expenses of
a non-operating nature and fees and expenses due and payable to or for the
benefit of Lender under this Agreement or any of the other Loan Documents
(including, without limitation, all loan servicing fees and expenses), capital
expenditures, asset management fees, any payment or expense for which Borrower
was or is to be reimbursed from proceeds of the Loan or insurance or by any
third party, any fees or expenses paid to any partner or member of Borrower for
services provided to Borrower and any non-cash charges such as depreciation and
amortization. Operating Expenses shall not include federal, state or local
income taxes or legal and other professional fees unrelated to the operation of
the Property.

         "OPERATING REVENUES" means, without duplication, all revenues and
receipts of Borrower from operation of the Property or otherwise arising in
respect of the Property after the date hereof which are properly allocable to
the Property for the applicable period in accordance with GAAP, including,
without limitation, all hotel receipts, revenues and credit card receipts
collected from guest rooms, restaurants and bars (including without limitation,
service charges for employees and staff), mini-bars, meeting rooms, banquet
rooms, apartments, parking and recreational facilities, health club membership
fees, food and beverage wholesale and retail sales, service charges, convention
services, special events, audio-visual services, boat cruises, travel agency
fees, telephone charges, laundry services, vending machines and otherwise, all
rents, revenues and receipts now existing or hereafter arising or created out of
the sale, lease, sublease, license, concession or other grant of the right of
the possession, use or occupancy of all or any portion of the Property or
personalty located thereon, or rendering of service by Borrower or any operator
or manager of the hotel or commercial space (including, without limitation, from
the rental of any office space, retail space, guest rooms or other space, halls,
stores and deposits securing reservations of such space (only to the extent such
deposits are not required to be returned or refunded to the depositor)),
proceeds from rental or business interruption insurance relating to business
interruption or loss of income for the period in question and any other items of
revenue which would be included in operating revenues under the Uniform System;
but excluding proceeds from the sale of FF&E, abatements, reductions or refunds
of real estate or



                                       15
<PAGE>   21

personal property taxes relating to the Property, dividends on insurance
policies relating to the Property, condemnation proceeds arising from a
temporary taking of all or a part of the Property, security and other deposits
until they are forfeited by the depositor, advance rentals until they are
earned, proceeds from a sale, financing or other disposition of the Property or
any part thereof or interest therein and other non-recurring revenues as
determined by Lender, insurance proceeds (other than proceeds from rental or
business interruption insurance), other condemnation proceeds, capital
contributions or loans to Borrower and disbursements to Borrower from the
Reserves.

         "PAYMENT DATE" means the last day of each calendar month occurring
during the term of the Loan (or if such last day is not a Business Day, the last
day of such calendar month that is a Business Day).

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

         "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to the provisions of Part 3 of Title I of
ERISA, Title IV of ERISA or Section 412 of the IRC and (i) which is maintained
for employees of Borrower, or any of its ERISA Affiliates, (ii) which has at any
time within the preceding six (6) years been maintained for the employees of
Borrower or any of its current or former ERISA Affiliates, or (iii) for which
Borrower or any ERISA Affiliate has any liability, including contingent
liability.

         "PERMITTED ENCUMBRANCES" means (i) the Deed of Trust and the other
Liens of the Loan Documents in favor of Lender, (ii) the items shown in Schedule
B to the Title Policies as of Closing, (iii) future liens for property taxes and
assessments not then delinquent, (iv) Liens for Impositions not yet due and
payable or Liens arising after the date hereof which are being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted in
accordance with Section 5.3(B) hereof; (v) in the case of Liens arising after
the date hereof, statutory Liens of carriers, warehousemen, mechanics,
materialmen and other similar Liens arising by operation of law, which are
incurred in the ordinary course of business and discharged by Borrower by
payment, bonding or otherwise within thirty (30) days after the filing thereof
or which are being contested in good faith in accordance with Section 5.3(B)
hereof; (vi) Liens arising from reasonable and customary purchase money
financing of personal property and equipment leasing to the extent the same are
created in the ordinary course of business in accordance with Section 5.17(B)
hereof; (vii) all easements, rights-of-way, restrictions and other similar
charges or non-monetary encumbrances against real property which do not
adversely affect (A) the ability of Borrower to pay any of its obligations to
any Person as and when due, (B) the marketability of title to the Property, (C)
the fair market value of the Property, or (D) the use or operation of the
Property as of the Closing Date and thereafter; (viii) rights of existing and
future tenants, as tenants only, pursuant to the Leases; and (ix) any other Lien
to which Lender may expressly consent in writing.

         "PERMITTED INDEBTEDNESS" has the meaning set forth in Section 5.17.

         "PERMITTED INVESTMENTS" has the meaning set forth in the Cash
Management Agreement.



                                       16
<PAGE>   22

         "PERMITTED TRANSFEREE" shall mean (i) any Person which owns or controls
(together with its Affiliates), exclusive of the Property, real estate assets
having a total value of at least $600,000,000 and having a net worth (calculated
in accordance with GAAP) of at least $150,000,000; (ii) a pension plan or fund
or separate account or investment vehicle established by a pension plan or fund;
or (iii) any publicly traded real estate investment trust or corporation which
owns or controls (together with its Affiliates) exclusive of the Property, real
estate assets having a total value of at least $600,000,000 and having a net
worth (calculated in accordance with GAAP) of at least $150,000,000.

         "PERSON" means and includes natural persons, corporations, limited
liability companies, limited partnerships, general partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivisions thereof
and their respective permitted successors and assigns (or in the case of a
governmental Person, the successor functional equivalent of such Person).

         "PRE-EXISTING CONDITION" has the meaning set forth in Section 5.5.

         "PRIMARY BORROWER PARTIES" means Borrower and Independent Manager.

         "PRO FORMA NET OPERATING INCOME" means Net Operating Income for any
period adjusted to reflect (i) a base management fee equal to the greater of (A)
the actual base management for such period and (B) 3.0% of Operating Revenues
(excluding service charges) for such period and (ii) a reserve for FF&E equal to
the greater of (A) the actual reserves for FF&E for such period and (B) 4.0% of
Operating Revenues (excluding service charges) for such period; and provided
that Pro Forma Net Operating Income may further be adjusted by Lender based upon
Lender's sole good faith determination of Rating Agency underwriting criteria
(which shall be disclosed by Lender to Borrower) and shall be final absent
manifest error.

         "PROPERTY" means the real property commonly known as the Opryland
Hotel, located in Nashville, Tennessee, as more particularly described in the
Deed of Trust, together with all Improvements now or hereafter located thereon
and all related facilities, amenities and FF&E owned by Borrower.

         "RATING AGENCY" shall mean any of S&P, Moody's and Fitch or any other
nationally-recognized statistical rating organization designated by Lender in
its sole discretion.

         "RATING CONFIRMATION" with respect to the transaction or matter in
question, shall mean: (i) if all or any portion of the Loan, by itself or
together with other loans, has been the subject of a Securitization, then each
applicable Rating Agency shall have confirmed in writing that such transaction
or matter shall not result in a downgrade, qualification, or withdrawal of any
rating then in effect for any certificate or other securities issued in
connection with such Securitization; and (ii) if all of the Loan has not been
the subject of a Securitization, then Lender shall have determined in its
reasonable discretion (taking into consideration such factors as Lender may
determine, including the attributes of the loan pool in which the Loan might
reasonably be expected to be securitized) that no rating for any certificate or
other securities that would be



                                       17
<PAGE>   23

issued in connection with Securitization of such portion of the Loan will be
downgraded, qualified, or withheld by reason of such transaction or matter.

         "RATING CRITERIA" with respect to any Person, shall mean that (i) the
short-term unsecured debt obligations of such Person are rated at least "A-1" by
S&P, "P-1" by Moody's and "F-1" by Fitch, if deposits are held by such Person
for a period of less than one month, or (ii) the long-term unsecured debt
obligations of such Person are rated at least "AA-" by S&P (or "A" if the
short-term unsecured debt obligations of such Person are rated at least "A-1"),
"Aa3" by Moody's and "A" by Fitch, if deposits are held by such Person for a
period of one month or more.

         "RECEIPTS" shall mean all revenues, receipts and other payments of
every kind arising from ownership or operation of the Property, including
without limitation, all warrants, stock options, or equity interests in any
tenant, licensee or other Person occupying space at, or providing services
related to or for the benefit of, the Property received by Borrower or any
Related Person of Borrower in lieu of rent or other payment.

         "RELATED PERSON" means in relation to any Person, any other Person that
is (i) an Affiliate of the first Person; (ii) the sibling of the first Person or
of the Affiliate; (iii) the then-current and former spouses of the first Person
or of the Affiliate; (iv) a Person that shares or has shared a residence with
the first Person or with the Affiliate; (v) the ancestor or descendant of the
first Person or of any other Person described in this items (i) through (iv)
above; or (vi) any other Person that, by reason of familial, economic, social or
other relationship, would reasonably be expected to favor the first Person or to
act as requested by the first Person. Where expressions such as "[name of party]
or any Related Person" are used, the same shall refer to the named party and any
Related Person of the named party.

         "RENT ROLL" has the meaning set forth in Section 3.1.

         "RENTS" has the meaning set forth in the Granting Clauses of the Deed
of Trust.

         "REPLACEMENTS" has the meaning set forth in Section 6.4.

         "REQUIRED REPAIRS" has the meaning set forth in Section 6.4.

         "REQUIRED CAPITAL IMPROVEMENTS" has the meaning set forth in Section
6.5.

         "RESERVES" means the reserves held by or on behalf of Lender pursuant
to this Loan Agreement or other Loan Document, including without limitation, the
reserves established pursuant to Article VI.

         "RESERVE SUB-ACCOUNTS" has the meaning set forth in Section 7.1.

         "RESTORATION" has the meaning set forth in Section 5.5.

         "RESTORATION THRESHOLD" shall mean $1,000,000.

         "REVPAR" means average room revenues per available room per day.



                                       18
<PAGE>   24

         "SCHEDULED MATURITY DATE" shall mean March 31, 2004.

         "SECOND EXTENSION TERM" has the meaning set forth in Section 2.5(B).

         "SECONDARY MARKET TRANSACTION" has the meaning set forth in Section
10.1.

         "SECURITIES" (whether or not capitalized) means any stock, shares,
voting trust certificates, bonds, debentures, options, warrants, notes, or other
evidences of indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or in general any instruments commonly known as "securities" or any
certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

         "SECURITIZATION" shall mean a rated offering of securities representing
direct or indirect interests in one or more mortgage loans or the right to
receive income therefrom.

         "SECURITIZATION SIDE LETTER" means that certain letter agreement, dated
of even date herewith, between Borrower and Lender providing for certain
modifications of this Loan Agreement and the other Loan Documents in connection
with the consummation of a Secondary Market Transaction involving the Loan.

         "SELF-INSURANCE DEFICIENCY" has the meaning set forth in Section 6.7.

         "SELF-INSURANCE RESERVE" has the meaning set forth in Section 6.7.

         "SELF-INSURANCE RESERVE ACCOUNT" has the meaning set forth in Section
6.7.

         "SELF-INSURANCE RESERVE MINIMUM BALANCE" has the meaning set forth in
Section 6.7.

         "SERVICER" means a servicer selected by Lender from time to time in its
sole discretion to service the Loan.

         "SERVICES AGREEMENTS" has the meaning set forth in Section 3.1.

         "STAND ALONE INSURANCE POLICIES" has the meaning set forth in Section
6.3.

         "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

         "SUB-ACCOUNTS" has the meaning set forth in Section 7.1.

         "SUPPLEMENTAL FINANCIAL INFORMATION" means (i) a comparison of the
budgeted income and expenses and the actual income and expenses for the prior
calendar year or corresponding calendar quarter for such prior year, (ii) a
calculation of the average daily rate, RevPAR and average occupancy statistics
for the Property for the applicable period, (iii) an updated summary of advance
bookings information (excluding customer names) and (iv) such other financial
reports as the subject entity shall routinely and regularly prepare.

         "SURVEY" has the meaning set forth in Section 3.1.



                                       19
<PAGE>   25

         "TAX LIABILITIES" has the meaning set forth in Section 2.9.

         "TITLE COMPANIES" means Chicago Title Insurance Company, Lawyer's Title
Insurance Corporation and First American Title Insurance Company and/or such
other national title insurance company as may be acceptable to Lender.

         "TITLE POLICIES" means the ALTA mortgagee policies of title insurance
pertaining to the Deed of Trust issued by the Title Companies to Lender in
connection with the Closing.

         "TRANSFER AND ASSUMPTION" and "TRANSFEREE BORROWER" have the meaning
set forth in Section 11.3.

         "UNIFORM SYSTEM" means the Uniform System of Accounts for the Lodging
Industry promulgated by the American Hotel and Motel Association, as in effect
from time to time.

         "WAIVING PARTY" has the meaning set forth in Section 13.1.

         "WORK" has the meaning set forth in Section 6.6.

         "WORK RESERVES" has the meaning set forth in Section 6.6.

SECTION 1.2 ACCOUNTING TERMS.

         For purposes of this Loan Agreement, all accounting terms not otherwise
defined herein shall have the meanings assigned to such terms in conformity with
GAAP or the Uniform System, as the case may be.

SECTION 1.3 OTHER DEFINITIONAL PROVISIONS.

         References to "ARTICLES", "SECTIONS", "SUBSECTIONS", "EXHIBITS" and
"SCHEDULES" shall be to Articles, Sections, Subsections, Exhibits and Schedules,
respectively, of this Loan Agreement unless otherwise specifically provided. Any
of the terms defined in Section 1.1 may, unless the context otherwise requires,
be used in the singular or the plural depending on the reference. In this Loan
Agreement, "HEREOF", "HEREIN", "HERETO", "HEREUNDER" and the like mean and refer
to this Loan Agreement as a whole and not merely to the specific article,
section, subsection, paragraph or clause in which the respective word appears;
words importing any gender include the other genders; references to "WRITING"
include printing, typing, lithography and other means of reproducing words in a
tangible visible form; the words "INCLUDING", "INCLUDES" and "INCLUDE" shall be
deemed to be followed by the words "without limitation"; and any reference to
any statute or regulation may include any amendments of same and any successor
statutes and regulations. Further, (i) any reference to any agreement or other
document may include subsequent amendments, assignments, and other modifications
thereto, and (ii) any reference to any Person may include such Person's
respective permitted successors and assigns or, in the case of governmental
Persons, Persons succeeding to the relevant functions of such Persons.



                                       20
<PAGE>   26

                                   ARTICLE II
                                TERMS OF THE LOAN

SECTION 2.1 LOAN.

         (A) LOAN. Subject to the terms and conditions of this Loan Agreement
and in reliance upon the representations and warranties of Borrower contained
herein, Lender agrees to purchase the Original Loan from Original Lender, make
the New Advance to Borrower, combine and consolidate the New Advance and the
Original Loan into a single indebtedness in the original principal amount of
$275,000,000 and amend and restate such loan in the original principal amount of
$275,000,000 upon the terms and conditions hereof (the Original Loan, as amended
and restated hereby, and the obligation of Borrower to repay the same together
with all interest and other amounts from time to time owing hereunder may be
referred to as the "LOAN").

         (B) NOTE. On the Closing Date, Borrower shall execute and deliver to
Lender an Amended and Restated Promissory Note, dated of even date herewith (as
amended, modified or restated, and any replacement or substitute notes therefor,
by means of multiple notes or otherwise, collectively, the "NOTE"), made by
Borrower to the order of Lender, in the original principal amount of
$275,000,000.

         (C) USE OF PROCEEDS. The proceeds of the Loan funded at Closing shall
be used to (i) acquire the Original Loan from Original Lender; (ii) pay all
recording fees and taxes, title insurance premiums, the reasonable costs and
expenses incurred by Lender, including the legal fees and expenses of counsel to
Lender, and other costs and expenses approved by Lender (which approval will not
be unreasonably withheld) related to the Loan; and (iii) establish the Reserves
required hereunder. The remaining proceeds of the Loan, if any, shall be
disbursed to Borrower.

SECTION 2.2 INTEREST.

         (A) RATE OF INTEREST. The outstanding principal balance of the Loan
shall bear interest at a rate per annum equal to the Interest Rate in effect for
each Interest Accrual Period during the term hereof. The "INTEREST Rate" for any
Interest Accrual Period shall be the rate of interest per annum equal to the sum
of (i) the Applicable Spread plus (ii) the LIBO Rate in effect for such Interest
Accrual Period.

         (B) DEFAULT RATE. Notwithstanding the foregoing, upon the occurrence
and during the continuance of an Event of Default and in any event from and
after the Maturity Date of the Loan, the outstanding principal balance of the
Loan and all other Obligations shall bear interest until paid in full at a rate
per annum that is four percent (4.0%) in excess of the Interest Rate otherwise
applicable under this Loan Agreement and the Note (the "DEFAULT RATE").

         (C) COMPUTATION OF INTEREST. Interest on the Loan and all other
Obligations owing to Lender shall be computed on the basis of a 360-day year,
and shall be charged for the actual number of days elapsed during any month or
other accrual period. Interest shall be payable in arrears (except with respect
to the number of days from the Payment Date in any Interest Accrual Period to
the last day of such Interest Accrual Period as to which interest shall be
payable in advance).



                                       21
<PAGE>   27

         (D) INTEREST LAWS. Notwithstanding any provision to the contrary
contained in this Loan Agreement or the other Loan Documents, Borrower shall not
be required to pay, and Lender shall not be permitted to collect, any amount of
interest in excess of the maximum amount of interest permitted by law ("EXCESS
INTEREST"). If any Excess Interest is provided for or determined by a court of
competent jurisdiction to have been provided for in this Loan Agreement or in
any of the other Loan Documents, then in such event: (1) the provisions of this
subsection shall govern and control; (2) Borrower shall not be obligated to pay
any Excess Interest; (3) any Excess Interest that Lender may have received
hereunder shall be, at Lender's option, (a) applied as a credit against either
or both of the outstanding principal balance of the Loan or accrued and unpaid
interest thereunder (not to exceed the maximum amount permitted by law), (b)
refunded to the payor thereof, or (c) any combination of the foregoing; (4) the
interest rate(s) provided for herein shall be automatically reduced to the
maximum lawful rate allowed from time to time under applicable law (the "MAXIMUM
RATE"), and this Loan Agreement and the other Loan Documents shall be deemed to
have been and shall be, reformed and modified to reflect such reduction; and (5)
Borrower shall not have any action against Lender for any damages arising out of
the payment or collection of any Excess Interest. Notwithstanding the foregoing,
if for any period of time interest on any Obligation is calculated at the
Maximum Rate rather than the applicable rate under this Loan Agreement, and
thereafter such applicable rate becomes less than the Maximum Rate, the rate of
interest payable on such Obligations shall, to the extent permitted by law,
remain at the Maximum Rate until Lender shall have received or accrued the
amount of interest which Lender would have received or accrued during such
period on Obligations had the rate of interest not been limited to the Maximum
Rate during such period. If the Default Rate shall be finally determined to be
unlawful, then the Interest Rate shall be applicable during any time when the
Default Rate would have been applicable hereunder, provided however that if the
Maximum Rate is greater or lesser than the Interest Rate, then the foregoing
provisions of this paragraph shall apply.

         (E) LATE CHARGES. If an Event of Default regarding non-payment of
principal, interest or other sums due hereunder or under any of the other Loan
Documents shall occur, then Borrower shall pay to Lender, in addition to all
sums otherwise due and payable, a late fee in an amount equal to five percent
(5.0%) of such principal, interest or other sums due hereunder or under any
other Loan Document, such late charge to be immediately due and payable without
demand by Lender.

         (F) ADDITIONAL ADMINISTRATIVE FEE. In addition to the Default Rate
provided for above, upon failure of any Borrower Party to deliver any of the
financial statements or reports required to be delivered to Lender as provided
in Sections 5.1(A)(i), (ii), (iii) or (v) hereof upon their due dates, if any
such failure shall continue for ten (10) Business Days following written notice
thereof from Lender, Borrower shall pay to Lender together with the scheduled
monthly payments of principal and interest on the Note, for each month or
portion thereof that any such financial statement or report required under
Sections 5.1(A)(i), (ii), (iii) or (v) remains undelivered, an administrative
fee in the amount of Five Thousand Dollars ($5,000). Borrower agrees that such
administrative fee (i) is a fair and reasonable fee necessary to compensate
Lender for its additional administrative costs under the circumstances, (ii) is
not a penalty and (iii) is necessary to compensate Lender for increased costs
and obligations to third parties in connection with the planned Securitization
of the Loan.



                                       22
<PAGE>   28

SECTION 2.3 INTEREST RATE CAP AGREEMENT.

         (A) As a condition to Closing, Borrower shall purchase and pledge and
deliver to Lender an interest rate cap agreement satisfying the criteria set
forth below (the "CAP"), and Borrower shall maintain such Cap in the possession
of Lender, in full force and effect, until all Obligations are fully and finally
repaid. The Cap (i) shall have a notional amount equal to the outstanding
principal balance of the Loan calculated based upon the declining principal
balance of the Loan scheduled to be outstanding over the term of such Cap taking
into account scheduled principal amortization hereunder, (ii) shall provide that
to the extent that LIBO Rate exceeds seven and one-half percent (7.50%) per
annum (the "CAP THRESHOLD RATE"), then the Cap Provider shall pay to Lender not
less than the amount of interest that would accrue on the Loan at a per annum
rate equal to difference between LIBO Rate and the Cap Threshold Rate, (iii)
shall be in form and substance reasonably satisfactory to Lender, (iv) shall
have a term equal to the Initial Term of the Loan (or the applicable Extension
Term), and (v) shall be issued by a financial institution (the "CAP PROVIDER")
having a financial rating by S&P of at least "AA" (and at least an equivalent
rating from each of the other Rating Agencies) and otherwise be acceptable to
Lender in Lender's reasonable discretion at the time that the Cap is issued.

         (B) If at any time the financial rating assigned to any Cap Provider by
S&P shall fall below AA- (or the equivalent rating for any other Rating Agency)
and, if the Cap Provider's obligations under the Cap shall then be guaranteed
under a guaranty (the "CAP GUARANTY") issued by a financial institution (the
"CAP GUARANTOR"), then the financial rating assigned to such Cap Guarantor by
S&P shall have also fallen below AA- (or the equivalent rating for any other
Rating Agency), Borrower shall be required to deliver a replacement Cap in
substantially the form of the Cap delivered at Closing issued by a Cap Provider
meeting the rating requirements for a Cap Provider under Section 2.3(A)(v),
providing for a cap "strike price" not greater than eight and one-quarter
percent (8.25%) per annum and otherwise reasonably acceptable to Lender (a
replacement Cap meeting all of the foregoing conditions, an "ACCEPTABLE
REPLACEMENT CAP") within ten (10) Business Days after such downgrade of the Cap
Provider (and, if applicable, the Cap Guarantor), together with an assignment of
such Cap substantially in the form of the Assignment of Rate Cap and such
Financing Statements and opinions of counsel to the Cap Provider as Lender may
require each in form and substance acceptable to Lender. If, for any reason,
Borrower is unable to deliver a replacement Cap when required hereunder, then at
or prior to the time when the replacement Cap is due hereunder, Borrower shall
deliver to Lender cash security (such cash security together with any interest
thereon, the "CAP RESERVE") in an amount sufficient to cover the amount of
additional interest which Lender reasonably estimates may be incurred during the
remaining term of the Loan (or remaining Extension Term then in effect) as a
result of the LIBO Rate exceeding the Cap Threshold Rate, which Cap Reserve
shall be held by Lender and applied to the Obligations in accordance with
Section 6.1. Upon delivery of a replacement Cap acceptable to Lender, the
remaining balance of the Cap Reserve shall be returned to Borrower. In addition,
Borrower shall have the one time right at any time prior to the Scheduled
Maturity Date to deliver an Acceptable Replacement Cap to Lender provided that
no Event of Default has occurred and is continuing and provided that, in the
opinion of counsel to Lender, delivery of such Acceptable Replacement Cap would
not have an adverse effect on the qualification of any trust in connection with
a Securitization backed in whole or in part by the Loan as a REMIC (as defined
in the IRC) or any other adverse tax consequences to any investor in such
Securitization. Borrower shall be



                                       23
<PAGE>   29

required to pay any and all reasonable costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements) incurred by Lender
(and by any Servicer and trustee in connection with any Securitization backed in
whole or in part by the Loan) in connection with delivery of such Acceptable
Replacement Cap and all related documentation and opinions required above.

         (C) All payments made by the Cap Provider (and/or, if applicable, the
Cap Guarantor) under the Cap (or Cap Guaranty) shall be deposited directly by
the Cap Provider (and/or the Cap Guarantor) into the Central Account and applied
in accordance with the Cash Management Agreement.

SECTION 2.4 PAYMENTS.

         (A) PAYMENTS OF INTEREST AND PRINCIPAL. Borrower shall make a payment
to Lender of interest only on the Closing Date for the period from the Closing
Date through and including the day immediately prior to the first Business Day
of the calendar month following the month in which the Closing Date occurs.
Commencing on April 30, 2001 and continuing on each Payment Date thereafter
through but excluding the Maturity Date, Borrower shall make monthly payments
(each, a "MONTHLY DEBT SERVICE PAYMENT") of (i) principal in the amount of
$667,000 per month and (ii) interest in an amount equal to interest accrued on
the outstanding principal balance of the Loan at the Interest Rate in effect for
the related Interest Accrual Period. Each payment shall be applied first to
accrued and unpaid interest and the balance to principal.

         (B) DATE AND TIME OF PAYMENT. Borrower shall receive credit for
payments on the Loan which are transferred to the account of Lender as provided
below (i) on the day that such funds are received by Lender if such receipt
occurs by 1:00 p.m. (New York time) on such day, or (ii) on the next succeeding
Business Day after such funds are received by Lender if such receipt occurs
after 1:00 p.m. (New York time). Whenever any payment to be made hereunder shall
be stated to be due on a day that is not a Business Day, the payment may be made
on the next succeeding Business Day.

         (C) MANNER OF PAYMENT. Borrower promises to pay all of the Obligations
relating to the Loan as such amounts become due or are declared due pursuant to
the terms of this Loan Agreement. All payments by Borrower on the Loan shall be
made without deduction, defense, set off or counterclaim and in immediately
available funds delivered to Lender by wire transfer to such accounts at such
banks as Lender may from time to time designate.

SECTION 2.5 MATURITY.

         (A) SCHEDULED MATURITY DATE. To the extent not sooner due and payable
in accordance with the Loan Documents (and unless Borrower shall extend the term
of the Loan for the First Extension Term or both of the Extension Terms upon the
terms and subject to the conditions of Section 2.5(B) below), the then
outstanding principal balance of the Loan, all accrued and unpaid interest
thereon (and including interest through the end of the Interest Accrual Period
then in effect), and all other sums then owing to Lender hereunder and under the
Note, the Deed of Trust and the other Loan Documents, shall be due and payable
on the Scheduled Maturity Date.



                                       24
<PAGE>   30

         (B) EXTENSION TERMS. Borrower may extend the term of the Loan for two
extension terms of one year each (each, an "EXTENSION TERM", and, collectively
the "EXTENSION TERMS"); (i) the first Extension Term (the "FIRST EXTENSION
TERM") commencing on the day immediately following the Scheduled Maturity Date
and ending (unless sooner terminated in accordance with the Loan Documents) the
first (1st) anniversary of the Scheduled Maturity Date and (ii) the second
Extension Term (the "SECOND EXTENSION TERM") commencing on the day immediately
following the last day of the First Extension Term and ending (unless sooner
terminated in accordance with the Loan Documents) on the second (2nd)
anniversary of the Scheduled Maturity Date; subject to the following terms and
conditions:

              (i)      Borrower shall give Lender notice (an "EXTENSION NOTICE")
                       of its request to extend the term of the Loan for either
                       Extension Period at least thirty (30) but not more than
                       one hundred twenty (120) days prior to the Scheduled
                       Maturity Date or expiration of the First Extension Term,
                       as the case may be;

              (ii)     no Default or Event of Default shall have occurred and be
                       continuing as of the date Borrower delivers an Extension
                       Notice or as of the Scheduled Maturity Date or expiration
                       of the First Extension Term, as the case may be;

              (iii)    the Debt Service Coverage Ratio (with debt service on the
                       Loan recalculated assuming that interest would have been
                       payable at an interest rate equal to the sum of the
                       Extension Cap Threshold Rate plus the Applicable Spread,
                       in each case, in effect for the first month of the
                       Extension Term in question and including required
                       principal amortization payments under Section 2.4(A)) for
                       the twelve (12) month period ended ninety (90) days prior
                       to the Scheduled Maturity Date or expiration of the First
                       Extension Term, as the case may be, is at least 1.49:1.0;
                       and

              (iv)     Borrower shall deliver to Lender an extension of the Cap
                       or a replacement Cap (and an extension or replacement of
                       the Cap Guaranty, if applicable) in form substantially
                       the same as the Cap (and Cap Guaranty) delivered at
                       Closing covering the term of the applicable Extension
                       Term, providing for a cap "strike price" (such "strike
                       price", the "EXTENSION CAP THRESHOLD RATE") not greater
                       than eight and one-quarter percent (8.25%) per annum (it
                       being acknowledged that Borrower may purchase an
                       extension or replacement Cap for the applicable Extension
                       Term with an Extension Cap Threshold Rate lower than such
                       rate in order to satisfy the Debt Service Coverage Ratio
                       requirement under Section 2.5(B)(iii) above) and
                       otherwise satisfying the requirements of Section 2.3
                       together with an assignment of such replacement Cap
                       substantially in the form of the Assignment of Rate Cap
                       and such Financing Statements and opinions of counsel to
                       the Cap Provider (and Cap Guarantor, if applicable) as
                       Lender may require each in form and substance acceptable
                       to Lender. Borrower shall be required to pay any and all
                       reasonable costs and expenses (including, without
                       limitation, reasonable attorneys' fees and



                                       25
<PAGE>   31

                       disbursements) incurred by Lender (and by any Servicer
                       and trustee in connection with any Securitization backed
                       in whole or in part by the Loan) in connection with
                       delivery of such extension or replacement Cap (and
                       extension or replacement of the Cap Guaranty, if
                       applicable) and all related documentation and opinions
                       required above.

SECTION 2.6 PREPAYMENT.

         (A) LIMITATION ON PREPAYMENT; PREPAYMENT CONSIDERATION DUE ON
ACCELERATION. Borrower shall have no right to prepay the Loan in whole or part
prior to April 30, 2002, except as expressly set forth in this provision. On and
after April 30, 2002, Borrower may prepay the Loan in whole, but not in part,
without payment of Prepayment Consideration, provided that (i) Borrower shall
provide to Lender not less than thirty (30) days prior written notice of such
prepayment, (ii) together with such prepayment Borrower also shall pay all
accrued and unpaid interest and all other Obligations and (iii) if such
prepayment occurs on any day other than a Payment Date, then together therewith
Borrower also shall pay to Lender the amount of interest that would have accrued
on the amount being prepaid from and including the date of such prepayment to
the end of such Interest Accrual Period.

         (B) PREPAYMENT CONSIDERATION DUE. If any prepayment of all or any
portion of the Loan shall occur prior to April 30, 2002, on account of
acceleration of the Loan due to an Event of Default, or otherwise, then except
only as expressly provided herein to the contrary, Borrower shall pay the
Prepayment Consideration to Lender together with such prepayment, as liquidated
damages and compensation for costs incurred, and in addition to all other
amounts due and owing to Lender. Notwithstanding the foregoing, no Prepayment
Consideration will be due as to a prepayment of insurance or condemnation
proceeds required by Lender pursuant to this Loan Agreement or the Deed of Trust
in the absence of an Event of Default or in connection with any partial
prepayment resulting from (i) the application of Excess Cash Flow from the Cash
Trap Reserve under Section 2.6(D) below or (ii) the application of any amounts
to principal under Section 3.3(a)(iii) of the Cash Management Agreement. The
foregoing designation of any amount of Prepayment Consideration in this
Agreement shall not create a right to prepay at any time or in any circumstances
where this Agreement does not expressly state that such a right exists.

         (C) DEFINITIONS. The following terms shall have the meanings indicated:

             "PREPAYMENT CONSIDERATION" shall mean an amount equal to two
percent (2%) of the Loan balance at the time of prepayment.

         (D) MANDATORY PREPAYMENTS; CASH TRAP EVENTS. (i) If, at any time prior
to the repayment of the Obligations in full, a Cash Trap Event shall occur,
then, from and after the occurrence of such Cash Trap Event and for so long as
such Cash Trap Event continues to exist, pursuant to the Cash Management
Agreement all Excess Cash Flow (except as otherwise expressly provided below)
shall be deposited with Lender (or its Servicer or agent) (said funds, together
with any interest thereon, the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall
occur as of any Calculation Date when the Debt Service Coverage Ratio for a
trailing twelve (12) month period (determined upon delivery of the financial
statements for such Calculation Date



                                       26
<PAGE>   32

and with debt service on the Loan calculated at an amount equal to the lesser of
(a) the actual debt service paid during such period and (b) the debt service
amount which would have been payable during such period if interest were
recalculated at an interest rate equal to the sum of the Cap Threshold Rate (or
applicable Extension Cap Threshold Rate, as the case may be) plus the then
Applicable Spread, and, in either case, including required principal
amortization payments under Section 2.4(A)) is less than the Minimum DSCR and
shall continue to exist until such Minimum DSCR test has been satisfied for
three (3) consecutive calendar months (on a trailing twelve (12) month basis and
determined upon delivery of the financial statements for each such month);
provided that for purposes of determining the Debt Service Coverage Ratio for
the Calculation Dates occurring on June 30, 2001, September 30, 2001 and
December 31, 2001 (and for any Monthly Test Date occurring prior to March 31,
2002), debt service under clause (a) above shall be equal to the product of (1)
the actual debt service for the three (3) month period ended as of such
Calculation Date (or as of such Monthly Test Date) multiplied by (2) four.
Notwithstanding that the Debt Service Coverage Ratio shall be less than the
Minimum DSCR as of any Calculation Date, no Cash Trap Event shall be deemed to
exist hereunder provided that Borrower makes a principal prepayment on the Loan
(which prepayment amount shall be held in the Debt Service Sub-Account and
applied to payment of principal on the next Payment Date without any Prepayment
Consideration), within two (2) Business Days after the date of delivery of the
financial statements disclosing the existence of such Cash Trap Event (or the
date on which such financial statements are required to be delivered pursuant to
Section 5.1), in an amount which as determined by Lender, in its sole good faith
discretion, would be sufficient to cause the Debt Service Coverage Ratio to
exceed the Minimum DSCR if interest payable on the Loan included in determining
such Debt Service Coverage Ratio were recalculated as provided above assuming
that such amount were applied to reduce the principal amount of the Loan as of
the first day of the relevant measuring period. "MINIMUM DSCR" means 1.25:1.0.
"CALCULATION DATE" means the last day of each calendar quarter commencing with
the calendar quarter ended June 30, 2001. Following the Calculation Date on
which a Cash Trap Event occurs, if the Debt Service Coverage Ratio (with debt
service calculated as provided above) shall exceed the Minimum DSCR as of the
end of any calendar month (each, a "MONTHLY TEST DATE") (calculated on a
trailing twelve (12) month basis and determined upon delivery of the financial
statements for such Monthly Test Date), the Excess Cash Flow available for the
month following delivery of the financial statements for such Monthly Test Date
shall be released to Borrower in accordance with the provisions of the Cash
Management Agreement. During the continuance of a Cash Trap Event, any funds on
deposit in the Cash Trap Reserve may be applied to payment of principal (without
payment of any Prepayment Consideration) or other Obligations in such order as
Lender may elect upon the third (3rd) Payment Date following deposit of such
funds. Any funds on deposit in the Cash Trap Reserve shall continue to be held
as additional Collateral in accordance with this Section 2.6(D)(i) until the
earlier of (a) the date that such funds are applied to payment of the
Obligations pursuant to the foregoing sentence and (b) the date that Lender has
determined that the Minimum DSCR test has been satisfied for three (3)
consecutive Monthly Test Dates, at which time such funds shall be released to
Borrower. Notwithstanding the foregoing, if a Cash Trap Event shall occur three
(3) times during the term hereof, from and after the third (3rd) such occurrence
of a Cash Trap Event, Borrower shall have no further right to cure a Cash Trap
Event (by satisfying the Minimum DSCR test or by making principal prepayments as
provided above), and until such time as the Loan is paid in full all Excess Cash
Flow shall be deposited in the Cash Trap Reserve and all funds in the Cash Trap
Reserve shall be applied by



                                       27
<PAGE>   33

Lender on the next Payment Date to reduce the principal amount of the Loan
(without payment of any Prepayment Consideration) or to payment of the other
Obligations in such order as Lender may elect. The existence of a Cash Trap
Event shall be determined by Lender in its sole good faith determination. If
Lender determines that a Cash Trap Event has occurred, Lender shall send
Borrower written notice thereof. Notwithstanding any provision herein to the
contrary, if an Event of Default has occurred and is continuing, all funds on
deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such
Event of Default is continuing, may be applied by Lender to payment of principal
(including payment of any Prepayment Consideration) or other Obligations in such
order as Lender may elect.

         (ii) In addition to principal prepayments required under Section
2.6(D)(i), Borrower shall be required to make prepayments of principal equal to
any amount required to be remitted to Lender by the Mezzanine Lender from cash
trap reserves maintained under the Mezzanine Loan Documents pursuant to Section
6 of the Intercreditor Agreement as in effect on the date hereof.

SECTION 2.7 OUTSTANDING BALANCE. The balance on Lender's books and records shall
be presumptive evidence (absent manifest error) of the amounts owing to Lender
by Borrower; provided that any failure to record any transaction affecting such
balance or any error in so recording shall not limit or otherwise affect
Borrower's obligation to pay the Obligations.

SECTION 2.8 TAXES. Any and all payments or reimbursements made hereunder or
under the Note shall be made free and clear of and without deduction for any and
all taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto arising out of or in connection with the
transactions contemplated by the Loan Documents (all such taxes, levies,
imposts, deductions, charges or withholdings and all liabilities with respect
thereto [excluding taxes imposed on net income in accordance with the following
sentence] herein "TAX LIABILITIES"). Notwithstanding the foregoing, Borrower
shall not be liable for taxes imposed on the net income of Lender by the
jurisdiction under the laws of which Lender is organized or doing business or
any political subdivision thereof and taxes imposed on its net income by the
jurisdiction of Lender's applicable lending office or any political subdivision
thereof. If Borrower shall be required by law to deduct any such Tax Liabilities
(or amounts in estimation or reimbursement for the same) from or in respect of
any sum payable hereunder to Lender, then the sum payable hereunder shall be
increased as may be necessary so that, after making all required deductions,
Lender receives an amount equal to the sum it would have received had no such
deductions been made.

SECTION 2.9 REASONABLENESS OF CHARGES. Borrower Parties agree that (i) the
actual costs and damages that Lender would suffer by reason of a Default
(exclusive of the attorneys' fees and other costs incurred in connection with
enforcement of Lender's rights under the Loan Documents) or a prepayment would
be difficult and needlessly expensive to calculate and establish, and (ii) the
amounts of the Default Rate, the late charges, and the Prepayment Consideration
are reasonable, taking into consideration the circumstances known to the parties
at this time, and (iii) such Default Rate and late charges and Lender's
attorneys' fees and other costs and expenses incurred in connection with
enforcement of Lender's rights under the Loan Documents shall be due and payable
as provided herein, and (iv) such Default Interest, late



                                       28
<PAGE>   34

charges, Prepayment Consideration, and the obligation to pay Lender's attorneys'
fees and other enforcement costs do not, individually or collectively,
constitute a penalty.

SECTION 2.10 FUNDING LOSSES/CHANGE IN LAW ETC.

         (A) Borrower hereby agrees to pay to Lender any amount necessary to
compensate Lender and any Funding Party for any losses or costs (including,
without limitation, the costs of breaking any "LIBOR" contract, if applicable,
or funding losses determined on the basis of Lender's or such Funding Party's
reinvestment rate and the interest rate on the Loan) (collectively, "FUNDING
LOSSES") sustained by Lender or any Funding Party: (i) if the Note, or any
portion thereof, is repaid for any reason whatsoever on any date other than a
Payment Date (including, without limitation, from condemnation or insurance
proceeds); or (ii) as a consequence of (x) any increased cost of funds that
Lender or any Funding Party may sustain in maintaining the borrowing evidenced
hereby or (y) the reduction of any amounts received or receivable from Borrower,
in either case, due to the introduction of, or any change in, law or applicable
regulation or treaty adopted after the date hereof (including the administration
or interpretation thereof), whether or not having the force of law, or due to
the compliance by Lender or the Funding Party, as the case may be, with any
directive, whether or not having the force of law, or request from any central
bank or domestic or foreign governmental authority, agency or instrumentality
having jurisdiction made as of the date hereof.

         (B) If Lender or any Funding Party shall have determined that the
applicability of any law, rule, regulation or guideline adopted pursuant to or
arising out of the July 1988 report of the Basle Committee on Banking
Regulations and Supervisory Practices entitled "International Convergence of
Capital Measurement and Capital Standards", or the adoption of any other law,
rule, regulation or guideline (including but not limited to any United States
law, rule, regulation or guideline) regarding capital adequacy, or any change
becoming effective in any of the foregoing or in the enforcement or
interpretation or administration of any of the foregoing by any court or any
domestic or foreign governmental authority, central bank or comparable agency
charged with the enforcement or interpretation or administration thereof, or
compliance by Lender or its holding company or a Funding Party or its holding
company, as the case may be, with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency made after the date hereof, has or would have the
effect of reducing the rate of return on the capital of Lender or its holding
company, or of the Funding Party's or its holding company, as the case may be,
then, upon demand by Lender, Borrower shall pay to Lender, from time to time,
such additional amount or amounts as will compensate Lender or such Funding
Party for any such reduction suffered.

         (C) Any amount payable by Borrower under Section 2.10(A) or 2.10(B)
shall be paid to Lender within ten (10) Business Days after receipt by Borrower
of a certificate signed by an officer of Lender setting forth the amount due and
the basis for the determination of such amount in reasonable detail and the
computations made by Lender to determine the amount due, which statement shall
be conclusive and binding upon Borrower, absent manifest error. Failure on the
part of Lender to demand payment from Borrower for any such amount attributable
to any particular period shall not constitute a waiver of Lender's right to
demand payment of such amount for any subsequent or prior period. Lender shall
use reasonable efforts to deliver to Borrower prompt notice (and adequate
information to permit Borrower to verify the basis for and



                                       29
<PAGE>   35

calculation of amounts due) of any event described in Sections 2.10(A) or
2.10(B) above and of the amount to be paid as a result thereof, provided,
however, any failure by Lender to so notify Borrower shall not affect Borrower's
obligation to make the payments to be made under this Section as a result
thereof. All amounts which may become due and payable by Borrower in accordance
with the provisions of this Section shall constitute additional interest under
the Loan and shall be secured by the Deed of Trust and the other Loan Documents.

         (D) If Lender or any Funding Party requests compensation for any losses
or costs to be reimbursed pursuant to any one or more of the provisions of
clause (ii) of Sections 2.10(A) or 2.10(B), then, upon request of Borrower,
Lender or such Funding Party shall use reasonable efforts in a manner consistent
with such institution's practice in connection with loans like the Loan to
eliminate, mitigate or reduce amounts that would otherwise be payable by
Borrower under the foregoing provisions, provided that such action would not be
otherwise prejudicial to Lender or such Funding Party, including, without
limitation, by designating another of Lender's or such Funding Party's offices,
branches or affiliates; Borrower hereby agreeing to pay all reasonably incurred
costs and expenses incurred by Lender or any Funding Party in connection with
any such action.

                                  ARTICLE III
                               CONDITIONS TO LOAN

SECTION 3.1 CONDITIONS TO FUNDING OF THE LOAN ON THE CLOSING DATE. The
obligations of Lender to fund the Loan are subject to the prior or concurrent
satisfaction or waiver of the conditions set forth below, and to satisfaction of
any other conditions specified herein or elsewhere in the Loan Documents. Where
in this Section any documents, instruments or information are to be delivered to
Lender, then the condition shall not be satisfied unless (i) the same shall be
in form and substance satisfactory to Lender, and (ii) if so required by Lender,
Borrower shall deliver to Lender a certificate duly executed by Borrower stating
that the applicable document, instrument or information is true and complete and
does not omit to state any information without which the same might reasonably
be deemed materially misleading.

         (A) LOAN DOCUMENTS. On or before the Closing Date, Borrower shall
execute and deliver and cause to be executed and delivered to Lender all of the
Loan Documents specified in SCHEDULE 3.1(A), together with such other Loan
Documents as may be reasonably required by Lender, each, unless otherwise noted,
of even date herewith, duly executed, in form and substance satisfactory to
Lender and in quantities designated by Lender (except for the Note, of which
only one shall be signed), which Loan Documents shall become effective upon the
Closing.

         (B) ORIGINATION FEE. At the Closing and retained from the proceeds of
the Loan, Lender shall have received its origination fee of $2,750,000 (1.0% of
the Loan amount). The amount, if any, by which any application fee and/or
expense deposit previously paid to Lender on Borrower's behalf exceeds Lender's
reasonable costs and expenses incurred in connection with the Loan, shall be
credited against the origination fee.

         (C) STRUCTURING FEE. At the Closing and retained from the proceeds of
the Loan, Lender shall have received its structuring fee of $3,437,500 (1.25% of
the Loan amount).



                                       30
<PAGE>   36

         (D) DEPOSITS. The deposits required herein, including without
limitation, the initial deposits into the Reserves and Accounts, shall have been
made (and at Borrower's option, the same may be made from the proceeds of the
Loan).

         (E) PERFORMANCE OF AGREEMENTS, TRUTH OF REPRESENTATIONS AND WARRANTIES.
Each Borrower Party and all other Persons executing any agreement on behalf of
any Borrower Party shall have performed in all material respects all agreements
which this Loan Agreement provides shall be performed on or before the Closing
Date. The representations and warranties contained herein and in the other Loan
Documents shall be true, correct and complete in all material respects on and as
of the Closing Date.

         (F) CLOSING CERTIFICATE. On or before the Closing Date, Lender shall
have received certificates of even date herewith executed on behalf of Borrower
by the chief financial officer (or similar officer of Borrower) truly and
correctly stating that: (i) on such date, no Default or Event of Default has
occurred and is continuing; (ii) no material adverse change in the financial
condition or operations of the business of Borrower or the projected cash flow
of Borrower or the Property has occurred since the delivery to Lender of any
financial statements, budgets, proformas, or similar materials (or if there has
been any change, specifying such change in detail), and that, to Borrower's
knowledge after due inquiry, such materials delivered to Lender are true and
materially complete and fairly represent the financial condition of Borrower and
the cash flow of the Property; and (iii) the representations and warranties set
forth in this Loan Agreement are true and correct in all material respects on
and as of such date with the same effect as though made on and as of such date
(or if any such representations or warranties require qualification, specifying
such qualification in detail) and (iv) to Borrower's knowledge after due
inquiry, there are no material facts or conditions concerning the Property or
any Borrower Party that have not been disclosed to Lender.

         (G) OPINIONS OF COUNSEL. On or before the Closing Date, Lender shall
have received from Sherrard & Roe, PLC or other legal counsel for Borrower
satisfactory to Lender, written legal opinions, each in form and substance
acceptable to Lender, as to such matters as Lender shall request, including
opinions to the effect that (i) each of the Borrower Parties and Member is duly
formed, validly existing, and in good standing in its state of organization and,
in the case of the Borrower, in the state where the Property is located, (ii)
this Loan Agreement and the Loan Documents have been duly authorized, executed
and delivered and are enforceable in accordance with their terms subject to
customary qualifications for bankruptcy and general equitable principles; (iii)
the Clearing Account Agreement and Cash Management Agreement have been duly
authorized, executed and delivered and are enforceable in accordance with their
terms and the security interests in favor of Lender in the Accounts have been
validly created and perfected; and (iv) Borrower would not be consolidated in
bankruptcies of the Independent Manager, Member, Guarantor, Manager or certain
other Affiliates of Borrower Parties specified by Lender. Also on or before the
Closing Date, Lender shall have received the following legal opinions, each in
form and substance acceptable to Lender: (a) an opinion of Borrower's local
counsel in the state where the Property is located as to the enforceability of,
and the creation and perfection of Liens under, the Deed of Trust and the
Assignment of Leases and such other matters as Lender may reasonably request;
(b) an opinion of counsel to the Cap Provider that the Cap has been duly
authorized, executed and delivered by the Cap Provider and is enforceable in
accordance with its terms and such other matters as Lender may reasonably
request; and (c)



                                       31
<PAGE>   37

opinions of Richards, Layton & Finger or other legal counsel for Borrower in the
State of Delaware reasonably satisfactory to Lender that, among other matters,
(1) under Delaware law (x) the prior unanimous written consent of Member and
Manager (and the unanimous written consent of the board of directors of Manager
including the Independent Directors) would be required for a voluntary
bankruptcy filing by Borrower, (y) the prior unanimous written consent of
Guarantor and the independent manager of Member (and the unanimous written
consent of the board of directors of the independent manager of Member including
the independent directors) would be required for a voluntary bankruptcy filing
by Member and (z) such unanimous consent requirements are enforceable against
Member and Guarantor, as the sole member of Member, as the case may be, in
accordance with their terms; (2) under Delaware law the bankruptcy or
dissolution of Member would not cause the dissolution of Borrower and the
bankruptcy or dissolution of Guarantor would not cause the dissolution of
Member; (3) under Delaware law, creditors of Member shall have no legal or
equitable remedies with respect to the assets of Borrower and creditors of
Guarantor shall have no legal or equitable remedies with respect to the assets
of Member; and (4) a federal bankruptcy court would hold that Delaware law
governs the determination of what Persons have authority to file a voluntary
bankruptcy petition on behalf of Borrower and Member.

         (H) TITLE POLICIES. On or before the Closing Date, Lender shall have
received and approved pro forma Title Policies for the Deed of Trust, and as of
the Closing, each Title Company shall be irrevocably committed and prepared
immediately to issue the Title Policies. The Title Policies shall be in form and
substance satisfactory to Lender. Without limitation, each Title Policy shall be
issued on an ALTA form acceptable to Lender by each Title Company, together with
such reinsurance and direct access agreements as Lender may require, insuring
that the Deed of Trust is a valid first and prior enforceable lien on the
Borrower's fee simple interest in the Property (including any easements
appurtenant thereto) subject only to such exceptions to coverage as are
acceptable to Lender. Each Title Policy shall contain such endorsements as
Lender may require (to the extent available in the state where the Property is
located) in form acceptable to Lender, including deletion of the creditors'
rights exception and affirmative endorsement coverage for creditors' rights
risks.

         (I) SURVEY. Lender shall have received a survey of the Property,
certified to Lender and its successors, assigns and designees and to each Title
Company by a surveyor reasonably satisfactory to Lender (the "SURVEY"). The
Survey shall contain the minimum detail for land surveys as most recently
adopted by ALTA/ASCM, shall comply with Lender's survey requirements and shall
contain Lender's standard form certification, and shall show no state of facts
or conditions reasonably objectionable to Lender.

         (J) ZONING. On or before the Closing Date, Lender shall have received
evidence reasonably satisfactory to Lender as to the zoning and subdivision
compliance of the Property.

         (K) CERTIFICATES OF FORMATION AND GOOD STANDING. On or before the
Closing Date, Lender shall have received copies of the organizational documents
and filings of each Borrower Party and Member, together with good standing
certificates (or similar documentation) (including verification of tax status)
from the state of its formation, from the state in which its principal place of
business is located, and from all states in which the laws thereof require such
Person to be qualified and/or licensed to do business (including without
limitation, the state in



                                       32
<PAGE>   38

which the Property is located for Borrower). Each such certificate shall be
dated not more than 30 days prior to the Closing Date, as applicable, and
certified by the applicable Secretary of State or other authorized governmental
entity. In addition, on or before the Closing Date the secretary or
corresponding officer of each Borrower Party and Member, or the secretary or
corresponding officer of the partner, trustee, or other Person as required by
such Borrower Party's or Member's organizational documents (as the case may be,
the "BORROWER PARTY SECRETARY") shall have delivered to Lender a certificate
stating that the copies of the organizational documents as delivered to Lender
are true and complete and are in full force and effect, and that the same have
not been amended except by such amendments as have been so delivered to Lender.

         (L) CERTIFICATES OF INCUMBENCY AND RESOLUTIONS. On or before the
Closing Date, Lender shall have received certificates of incumbency and
resolutions of each Borrower Party and its constituents as requested by Lender,
approving and authorizing the Loan and the execution, delivery and performance
of the Loan Documents, certified as of the Closing Date by the Borrower Party
Secretary as being in full force and effect without modification or amendment.

         (M) FINANCIAL STATEMENTS. On or before the Closing Date, Lender shall
have received such financial statements and other financial information as shall
be satisfactory to Lender for each Borrower Party (including for Guarantor) and
for the Property. If any such statements are not available for the Property,
then Borrower shall provide such financial reports as are available. All such
financial statements shall be certified to Lender by the applicable Borrower
Party (through its chief financial officer), which certification shall be in
form and substance reasonably satisfactory to Lender.

         (N) OPERATING AND FF&E BUDGETS; CAPITAL IMPROVEMENT PLAN. On or before
the Closing Date, Lender shall have received and reasonably approved the
Operating Budget and FF&E Budget for the Property for the remainder of the
current calendar year and the Capital Improvement Plan for the Property.

         (O) AGREEMENTS. On or before the Closing Date, Lender shall have
received copies of all Material Agreements other than Convention Contracts.

         (P) MANAGEMENT AGREEMENT; SERVICES AGREEMENTS. On or before the Closing
Date, Lender shall have received copies of the existing Management Agreement and
any leasing brokerage agreements pertaining to the Property and the Assignment
of Management Agreement, duly executed by current Manager and Borrower. On or
before the Closing Date, Lender shall have also received a copy of that certain
Opryland Hotel Nashville Services Agreement and that certain GEC Services
Agreement, each dated as of January 4, 2001 (collectively the "SERVICES
AGREEMENTS"), between Borrower and Guarantor and a collateral assignment and
subordination agreement with respect to same, duly executed by Guarantor and
Borrower and in form and substance reasonably acceptable to Lender.

         (Q) RENT ROLL AND LEASES. Prior to the Closing, Lender shall have
received from Borrower a rent roll (the "RENT ROLL") for the Property, certified
by Borrower, and in form and substance satisfactory to Lender. The Rent Roll
shall constitute a true, correct, and complete list of each and every Lease
(other than Deminimis Leases), together with all extensions and



                                       33
<PAGE>   39

amendments thereof, and shall accurately and completely disclose all annual and
monthly rents payable by all tenants, including all percentage rents, if any,
and expiration dates of such Leases, and the amount of security deposit being
held by Borrower under each Lease, if any. Also prior to the Closing, Lender
shall have received true, correct and complete copies of the Leases, as amended.

         (R) LICENSES, PERMITS AND APPROVALS. On or before Closing Date, Lender
shall have received copies of the final, unconditional certificates of occupancy
issued with respect to the Property, together with all other applicable
licenses, permits and approvals required for the Borrower to own, use, occupy,
operate and maintain the Property as a hotel.

         (S) INSURANCE POLICIES AND ENDORSEMENTS. On or before the Closing Date,
Lender shall have received copies of certificates of insurance (dated not more
than 20 days prior to the Closing Date) regarding insurance required to be
maintained under this Loan Agreement and the other Loan Documents, together with
endorsements satisfactory to Lender naming Lender as an additional insured and
loss payee, as required by Lender, under such policies. In addition, as to any
insurance matters arising under Environmental Laws or pertaining to any
environmental insurance that Borrower has as to the Property, the same shall be
endorsed to Lender as required by Lender.

         (T) ENVIRONMENTAL ASSESSMENT. Lender shall have received and approved
an Environmental Report prepared or updated not later than sixty (60) days prior
to the Closing, relating to the Property, together with a letter from the
preparer thereof entitling Lender and its successors and assigns to rely upon
said Environmental Report.

         (U) PROPERTY CONDITION REPORT. On or before the Closing Date, Lender
shall have received a property condition report for the Property, which shall be
prepared by an engineer or other consultant satisfactory to Lender and otherwise
shall be in form and substance satisfactory to Lender in its sole discretion.
Such report shall set forth any items of deferred maintenance at the Property
(if same is not addressed to Lender).

         (V) APPRAISAL. On or before the Closing Date, Lender shall have
received an independent appraisal, dated October 1, 2000, of the Property from a
state certified appraiser engaged by Lender, which indicates a fair market value
of the Property which would reflect a loan-to-value ratio for the Loan of not
more than 50%, and is otherwise satisfactory to Lender in its sole discretion in
all respects. Each such appraisal shall conform in all respects to the criteria
for appraisals set forth in the Financial Institutions Reform and Recovery Act
of 1989 and the regulations promulgated thereunder (as if Lender were an
institution under the jurisdiction thereof) and the Uniform Standards of
Professional Appraisal Practices of the Appraisal Foundation.

         (W) SEARCHES. Prior to the Closing Date Lender shall have received
certified copies of Uniform Commercial Code, judgment, tax lien, bankruptcy and
litigation search reports with respect to all Borrower Parties and Member, all
dated not more than thirty (30) days prior to the Closing Date.



                                       34
<PAGE>   40

         (X) DOCUMENTATION REGARDING APPLICATION OF PROCEEDS. At least five (5)
days prior to the Closing Date, Lender shall have received payoff demand letters
and wiring instructions from each lender or other obligee of any existing
indebtedness which is required to be repaid pursuant to this Loan Agreement and
by Borrower regarding the application of any remaining available proceeds of the
Loan.

         (Y) MEZZANINE LOAN INTERCREDITOR AGREEMENT. On or before the Closing
Date, Mezzanine Lender shall have executed and delivered the Intercreditor
Agreement to Lender.

         (Z) LEGAL FEES; CLOSING EXPENSES. Borrower shall have paid any and all
reasonable legal fees and expenses of counsel to Lender, together with all
recording fees and taxes, title insurance premiums, and other reasonable costs
and expenses related to the Closing.

         (AA) COMMITMENT CONDITIONS. If a commitment letter or similar agreement
shall have been issued by Lender for the Loan, such additional conditions as
shall be specified in such commitment shall have been satisfied.

         (BB) OTHER REVIEW. Lender shall have completed all other review of the
Borrower Parties, the Property, and such other items as it reasonably determines
relevant, and shall have determined based upon such review to fund the Loan.
Borrower Parties shall have satisfied such other reasonable criteria as Lender
may reasonably specify.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         In order to induce Lender to enter into this Loan Agreement and to make
the Loan, Borrower represents and warrants to Lender that the statements set
forth in this Article IV, after giving effect to the Closing, will be, true,
correct and complete as of the Closing Date. Further, each of the other Borrower
Parties and Member represents and warrants to Lender that the statements set
forth in this Article IV pertaining to such party, after giving effect to the
Closing, will be, true, correct and complete as of the Closing Date.

SECTION 4.1 ORGANIZATION, POWERS, CAPITALIZATION, GOOD STANDING, BUSINESS.

         (A) ORGANIZATION AND POWERS. Each Borrower Party and Member is duly
organized, validly existing and in good standing under the laws of the state of
its formation. Each Borrower Party and Member has all requisite power and
authority to own and operate its properties, to carry on its business as now
conducted and proposed to be conducted, and to enter into each Loan Document to
which it is a party and to perform the terms thereof.

         (B) QUALIFICATION. Each Borrower Party and Member is duly qualified and
in good standing in the State of Tennessee. In addition, each Borrower Party is
duly qualified and in good standing in each state where necessary to carry on
its present business and operations, except in jurisdictions in which the
failure to be qualified and in good standing could not reasonably be expected to
have a Material Adverse Effect.

         (C) ORGANIZATION. The organizational chart set forth as SCHEDULE 4.1(C)
accurately sets forth the direct and indirect ownership structure of the
Borrower.



                                       35
<PAGE>   41

SECTION 4.2 AUTHORIZATION OF BORROWING, ETC.

         (A) AUTHORIZATION OF BORROWING. Borrower has the power and authority to
incur the Indebtedness evidenced by the Note. The execution, delivery and
performance by each Borrower Party of each of the Loan Documents to which it is
a party and the consummation of the transactions contemplated thereby have been
duly authorized by all necessary limited liability company, partnership,
trustee, corporate or other action, as the case may be.

         (B) NO CONFLICT. The execution, delivery and performance by each
Borrower Party of the Loan Documents to which it is a party and the consummation
of the transactions contemplated thereby do not and will not: (1) violate (x)
any provision of law applicable to any Borrower Party; (y) the partnership
agreement, certificate of limited partnership, certificate of incorporation,
bylaws, declaration of trust, operating agreement or other organizational
documents, as the case may be, of each Borrower Party; or (z) any order,
judgment or decree of any Governmental Authority binding on any Borrower Party
or any of its Affiliates; (2) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any Contractual
Obligation of any Borrower Party or any of its Affiliates; (3) result in or
require the creation or imposition of any material Lien (other than the Lien of
the Loan Documents) upon the Property or assets of any Borrower Party or any of
its Affiliates; or (4) except as set forth on SCHEDULE 4.2, require any approval
or consent of any Person under any Contractual Obligation of any Borrower Party,
which approvals or consents have been obtained on or before the dates required
under such Contractual Obligation, but in no event later than the Closing Date.

         (C) GOVERNMENTAL CONSENTS. The execution, delivery and performance by
each Borrower Party of the Loan Documents to which it is a party, and the
consummation of the transactions contemplated thereby do not and will not
require any registration with, consent or approval of, or notice to, or other
action to, with or by, any Governmental Authority.

         (D) BINDING OBLIGATIONS. This Loan Agreement is, and the Loan
Documents, including the Note, when executed and delivered will be, the legally
valid and binding obligations of each Borrower Party, as applicable, enforceable
against each of the Borrower Parties, as applicable, in accordance with their
respective terms, subject to bankruptcy, insolvency, moratorium, reorganization
and other similar laws affecting creditor's rights. No Borrower Party has any
defense or offset to any of its obligations under the Loan Documents. No
Borrower Party has any claim against Lender or any Affiliate of Lender.

SECTION 4.3 FINANCIAL STATEMENTS. All financial statements concerning any of
Borrower, its Affiliates and the Property which have been or will hereafter be
furnished by or on behalf of Borrower to Lender pursuant to this Loan Agreement
have been or will be prepared in accordance with GAAP consistently applied
(except as disclosed therein) and do (or will, as to those statements that are
not yet due) present fairly the financial condition of the Persons covered
thereby as at the dates thereof and the results of their operations for the
periods then ended. Since the December 31, 2000 financial statements delivered
to Lender, there has been no material adverse change in the financial condition,
operations or business of the Borrower Parties or the Property from that set
forth in said financial statements.



                                       36
<PAGE>   42

SECTION 4.4 INDEBTEDNESS AND CONTINGENT OBLIGATIONS. As of the Closing, Borrower
shall have no Indebtedness or Contingent Obligations other than the Obligations
or any other Permitted Indebtedness.

SECTION 4.5 TITLE TO PROPERTY. Borrower has good, marketable and insurable fee
simple title to the Property, free and clear of all Liens except for the
Permitted Encumbrances. Borrower owns and will own at all times all FF&E
relating to the Property (other than personal property which is both owned by
tenants of the Property and not used or necessary for the operation of the
Property), subject only to Permitted Encumbrances. The Deed of Trust, when
properly recorded in the appropriate records, together with any Uniform
Commercial Code financing statements required to be filed in connection
therewith, will create (i) a valid, perfected first lien on the Property,
subject only to the Permitted Encumbrances, and (ii) perfected first priority
security interests in and to, and perfected collateral assignments of, all
personalty (including the Rents and the Leases), all in accordance with the
terms thereof, in each case subject only to any applicable Permitted
Encumbrances. There are no proceedings in condemnation or eminent domain
affecting the Property, and to the knowledge of Borrower Parties, none is
threatened. No Person has any option or other right to purchase all or any
portion of the Property or any interest therein. There are no mechanic's,
materialman's or other similar liens or claims which have been filed for work,
labor or materials affecting the Property which are or may be liens prior to, or
equal or coordinate with, the lien of the Deed of Trust. None of the Permitted
Encumbrances, individually or in the aggregate, materially interfere with the
benefits of the security intended to be provided by the Deed of Trust and this
Loan Agreement, materially and adversely affect the value of the Property,
impair the use or operations of the Property or impair Borrower's ability to pay
its obligations in a timely manner.

SECTION 4.6 ZONING; COMPLIANCE WITH LAWS. The Property is zoned for commercial
use, which zoning designation is unconditional, in full force and effect, and is
beyond all applicable appeal periods. Borrower, the Property and the use thereof
comply in all material respects with all applicable zoning, subdivision and land
use laws, regulations and ordinances, all applicable health, fire, building
codes, parking laws and all other laws, statutes, codes, ordinances, rules and
regulations applicable to the Property, including without limitation the
Americans with Disabilities Act. To Borrower's knowledge, there are no illegal
activities relating to controlled substances on the Property. All material
permits, licenses and certificates for the lawful use, occupancy and operation
of each component of the Property in the manner in which it is currently being
used, occupied and operated, including, but not limited to liquor licenses and
certificates of occupancy, or the equivalent, have been obtained and are current
and in full force and effect. Without limiting the foregoing, Borrower
represents that it is in the process of applying with the appropriate
Governmental Authorities for the transfer of liquor licenses and beer permits
for the Property from Guarantor's name to Borrower's name. Borrower covenants
and agrees that it shall file any applications and information required under
applicable law with the appropriate Governmental Authorities promptly after the
date hereof, diligently prosecute the processing of such applications and
complete the transfers of all such licenses and permits as soon as reasonably
practicable but in no event later than one hundred twenty (120) days after the
date hereof. In the event that all or any part of the Improvements located on
the Property are destroyed or damaged, said Improvements can be legally
reconstructed to their condition prior to such damage or destruction, and
thereafter exist for the same use without violating any zoning or other
ordinances applicable thereto and without the necessity of obtaining any
variances or



                                       37
<PAGE>   43

special permits, other than customary demolition, building and other
construction related permits. No legal proceedings are pending or, to the
knowledge of Borrower, threatened with respect to the zoning of the Property.
Neither the zoning nor any other right to construct, use or operate the Property
is in any way dependent upon or related to any real estate other than the
Property. No tract map, parcel map, condominium plan, condominium declaration,
or plat of subdivision will be recorded by Borrower with respect to the Property
without Lender's prior written consent.

SECTION 4.7 LEASES; AGREEMENTS.

         (A) LEASES; AGREEMENTS. Borrower has delivered to Lender true and
complete copies of all (i) Leases (other than Deminimis Leases) and (ii)
Material Agreements affecting the operation and management of the Property
(other than Convention Contracts), and such Leases and Material Agreements have
not been modified or amended except pursuant to amendments or modifications
delivered to Lender. Each of the Convention Contracts in effect on the date
hereof is substantially in the form of the standard form of Convention Contract
previously delivered to and approved by Lender (with reasonable changes thereto
as necessary to reflect the terms of such contract) and is otherwise on
Borrower's customary terms. Except for the rights of current Manager pursuant to
the existing Management Agreement, no Person has any right or obligation to
manage the Property or to receive compensation in connection with such
management. Except for the parties to any leasing brokerage agreement that has
been delivered to Lender, no Person has any right or obligation to lease or
solicit tenants for the Property, or (except for cooperating outside brokers) to
receive compensation in connection with such leasing.

         (B) RENT ROLL, DISCLOSURE. A true and correct copy of the Rent Roll is
attached hereto as SCHEDULE 4.7 and, except for the Leases described in the Rent
Roll (and Deminimis Leases), the Property is not subject to any Leases. Except
only as specified in the Rent Roll (and except for any Deminimis Leases), (i)
the Leases are in full force and effect; (ii) Borrower has not given any notice
of default to any tenant under any Lease which remains uncured; (iii) to
Borrower's knowledge, no tenant has any set off, claim or defense to the
enforcement of any Lease; (iv) no tenant is in arrears in the payment of rent,
additional rent or any other charges whatsoever due under any Lease, or, to the
knowledge of Borrower, is materially in default in the performance of any other
obligations under the applicable Lease; (v) Borrower has completed all work or
alterations required of the landlord or lessor under each Lease, and all of the
other obligations of landlord or lessor under the Leases have been performed;
and (vi) there are no rent concessions (whether in form of cash contributions,
work agreements, assumption of an existing tenant's other obligations, or
otherwise) or extensions of time whatsoever not reflected in such Rent Roll.
There are no legal proceedings commenced (or, to the knowledge of the Borrower,
threatened) against Borrower by any tenant or former tenant. No rental in excess
of one month's rent has been prepaid under any of the Leases. Each of the Leases
is valid and binding on the parties thereto in accordance with its terms.

         (C) NO RESIDENTIAL UNITS. There are no residential units in the
Property. To Borrower's knowledge, no person occupies any part of the Property
for dwelling purposes.

         (D) MANAGEMENT AGREEMENT. Borrower has delivered to Lender a true and
complete copy of the Management Agreement, and such Management Agreement has not
been modified



                                       38
<PAGE>   44

or amended except pursuant to amendments or modifications delivered to Lender.
The Management Agreement is in full force and effect and no default by Borrower
or Manager exists thereunder. Except for the parties to any leasing brokerage
agreement that has been delivered to Lender, no Person has any right or
obligation to lease or solicit tenants for the Property, or (except for
cooperating outside brokers) to receive compensation in connection with such
leasing.

         (E) FRANCHISE AGREEMENT. As of the date hereof, the Property is
operated as an independent hotel and is not the subject of a Franchise Agreement
with any franchisor. Borrower has the right to operate the Property under the
name and/or hotel system known as "Opryland Hotel".

SECTION 4.8 CONDITION OF PROPERTY. To Borrower's knowledge, except as set forth
in the property condition report for the Property delivered to Lender, all
Improvements including, without limitation, the roof and all structural
components, plumbing systems, HVAC systems, fire protection systems, electrical
systems, equipment, elevators, exterior doors, parking facilities, sidewalks and
landscaping are in good condition and repair. Borrower is not aware of any
latent or patent structural or other material defect or deficiency in the
Property. City water supply, storm and sanitary sewers, and electrical, gas and
telephone facilities are available to the Property within the boundary lines of
the Property, are fully connected to the Improvements and are fully operational,
are sufficient to meet the reasonable needs of the Property as now used or
presently contemplated to be used, and no other utility facilities are necessary
to meet the reasonable needs of the Property as now used or presently
contemplated. The design and as-built conditions of the Property are such that
surface and storm water does not accumulate on the Property (except in
facilities specifically designed for the same) and does not drain from the
Property across land of adjacent property owners in any manner which would have
a Material Adverse Effect on the Property or violate any applicable law. Except
as may be shown on the Survey, no part of the Property is within a flood plain
and none of the Improvements create encroachment over, across or upon the
Property's boundary lines, rights of way or easements, and no building or other
improvements on adjoining land create such an encroachment which could
reasonably be expected to have a Material Adverse Effect. All public roads and
streets necessary for service of and access to the Property for the current and
contemplated uses thereof have been completed and are serviceable and are
physically and legally open for use by the public. Any liquid or solid waste
disposal, septic or sewer system located at the Property is in good and safe
condition and repair and in compliance with all applicable law.

SECTION 4.9 LITIGATION; ADVERSE FACTS. Except as set forth on SCHEDULE 4.9,
there are no judgments outstanding against any Borrower Party, Member or
affecting the Property or any property of any Borrower Party or Member, nor is
there any action, charge, claim, demand, suit, proceeding, petition,
governmental investigation or arbitration now pending or, to the knowledge of
Borrower after due inquiry, threatened against any Borrower Party or Member (and
which in the case of Guarantor, could reasonably be expected to result in a
Material Adverse Effect) affecting the Property. The actions, charges, claims,
demand, suits, proceedings, petitions, investigations and arbitrations set forth
on SCHEDULE 4.9 will not result, if adversely determined, and could not
reasonably be expected to result, either individually or in the aggregate, in
any Material Adverse Effect and do not relate to and will not affect the
consummation of the transactions contemplated hereby.



                                       39
<PAGE>   45

SECTION 4.10 PAYMENT OF TAXES. All federal, state and local tax returns and
reports of each Borrower Party required to be filed have been timely filed, and
all taxes, assessments, fees and other governmental charges (including any
payments in lieu of taxes) upon such Person and upon its properties, assets,
income and franchises which are due and payable have been paid when due and
payable. There is not presently pending (and to Borrower's knowledge, there is
not contemplated) any special assessment against the Property or any part
thereof. No tax liens are in existence and to the knowledge of Borrower Parties,
no claims are being asserted with respect to any such taxes. The charges,
accruals and reserves on the books of Borrower Parties in respect of any taxes
or other governmental charges are in accordance with GAAP.

SECTION 4.11 ADVERSE CONTRACTS. Except for the Loan Documents, none of the
Borrower Parties is a party to or bound by, nor is any property of such Person
subject to or bound by, any contract or other agreement which restricts such
Person's ability to conduct its business in the ordinary course or, either
individually or in the aggregate, has a Material Adverse Effect or could
reasonably be expected to have a Material Adverse Effect.

SECTION 4.12 PERFORMANCE OF AGREEMENTS. No Borrower Party is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation of any such Person which
could reasonably be expected to have a Material Adverse Effect, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default.

SECTION 4.13 GOVERNMENTAL REGULATION. No Borrower Party is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act or
the Investment Company Act of 1940 or to any federal or state statute or
regulation limiting its ability to incur indebtedness for borrowed money.

SECTION 4.14 EMPLOYEE BENEFIT PLANS. No Primary Borrower Party maintains or
contributes to, or has any obligation (including a contingent obligation) under,
any Employee Benefit Plans except for the obligations to contribute to the
Employee Benefit Plans described on Schedule 4.14.

SECTION 4.15 BROKER'S FEES. No broker's or finder's fee, commission or similar
compensation will be payable by or pursuant to any contract or other obligation
of any Borrower Party with respect to the making of the Loan or any of the other
transactions contemplated hereby or by any of the Loan Documents.

SECTION 4.16 ENVIRONMENTAL COMPLIANCE.

         (A) NO ENVIRONMENTAL CLAIMS. There are no claims, liabilities,
investigations, litigation, administrative proceedings, whether pending or to
the knowledge of Borrower, threatened, or judgments or orders relating to any
Hazardous Materials (collectively, "ENVIRONMENTAL CLAIMS") asserted or
threatened against Borrower or relating to the Property. Except as disclosed in
the Environmental Report delivered to Lender prior to Closing, neither Borrower
nor, to the knowledge of Borrower, any other Person has caused or permitted any
Hazardous Material to be used, generated, reclaimed, transported, released,
treated, stored or



                                       40
<PAGE>   46

disposed of in a manner which could form the basis for an Environmental Claim
against Borrower or relating to the Property.

         (B) STORAGE OF HAZARDOUS MATERIALS. Except as disclosed in the
Environmental Report delivered to Lender prior to Closing, except for materials
customarily used or stored in connection with operation and management of
properties similar to the Property, which materials at the Property exist only
in reasonable quantities and are stored, contained, transported, used, released,
and disposed of reasonably and without violation of any Environmental Laws, to
the knowledge of Borrower after due inquiry, no Hazardous Materials are or were
stored or otherwise located, and no underground storage tanks or surface
impoundments are or were located, on the Property, or to the knowledge of
Borrower, on adjacent parcels of real property, and no part of such real
property, or to the knowledge of Borrower after due inquiry, no part of such
adjacent parcels of real property, including the groundwater located therein or
thereunder, is presently contaminated by Hazardous Materials. Except as
disclosed in the Environmental Report, to Borrower's knowledge, the Property is
not listed by any Governmental Authority as containing any Hazardous Materials.

         (C) COMPLIANCE WITH ENVIRONMENTAL LAWS. Borrower has been and is
currently in compliance with all applicable Environmental Laws, including
obtaining and maintaining in effect all permits, licenses or other
authorizations required by applicable Environmental Laws.

SECTION 4.17 SOLVENCY. Borrower (a) has not entered into the transaction or any
Loan Document with the actual intent to hinder, delay, or defraud any creditor
and (b) received reasonably equivalent value in exchange for its obligations
under the Loan Documents. Giving effect to the Loan, the fair saleable value of
Borrower's assets exceeds and will, immediately following the making of the
Loan, exceed Borrower's total liabilities, including, without limitation,
subordinated, unliquidated, disputed and Contingent Obligations. The fair
saleable value of Borrower's assets is and will, immediately following the
making of the Loan, be greater than Borrower's probable liabilities, including
the maximum amount of its Contingent Obligations on its debts as such debts
become absolute and matured. Borrower's assets do not and, immediately following
the making of the Loan will not, constitute unreasonably small capital to carry
out its business as conducted or as proposed to be conducted. Borrower does not
intend to, and does not believe that it will, incur Indebtedness and liabilities
(including Contingent Obligations and other commitments) beyond its ability to
pay such Indebtedness and liabilities as they mature (taking into account the
timing and amounts of cash to be received by Borrower and the amounts to be
payable on or in respect of obligations of Borrower).

SECTION 4.18 DISCLOSURE. No financial statements, Loan Document or any other
document, certificate or written statement furnished to Lender by or on behalf
of any Borrower Party or Member for use in connection with the Loan contains any
untrue representation, warranty or statement of a material fact, and none omits
or will omit to state a material fact necessary in order to make the statements
contained herein or therein not misleading. The foregoing representation is
qualified to the extent of the Borrower's knowledge, except for materials
prepared or executed by or pertaining directly to any Borrower Party. There is
no material fact known to Borrower that has had or will have a Material Adverse
Effect and that has not been disclosed in writing to Lender by Borrower.



                                       41
<PAGE>   47

SECTION 4.19 USE OF PROCEEDS AND MARGIN SECURITY. Borrower shall use the
proceeds of the Loan only for the purposes set forth herein and consistent with
all applicable laws, statutes, rules and regulations. No portion of the proceeds
of the Loan shall be used by Borrower or any Person in any manner that might
cause the borrowing or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X or any other regulation of the Board of Governors
of the Federal Reserve System.

SECTION 4.20 INSURANCE. Set forth on SCHEDULE 4.20 is a complete and accurate
description of all policies of insurance for Borrower that are in effect as of
the Closing Date. Borrower's insurance under such policies satisfies the
requirements contained in Section 5.4 hereof, no notice of cancellation has been
received with respect to such policies, and Borrower is in compliance with all
conditions contained in such policies.

SECTION 4.21 SEPARATE TAX LOTS. The Property is comprised of one (1) or more
parcels which constitute separate tax lots. No part of the Property is included
or assessed under or as part of another tax lot or parcel, and no part of any
other property is included or assessed under or as part of the tax lots or
parcels comprising the Property.

SECTION 4.22 INVESTMENTS. Borrower has no (i) direct or indirect interest in,
including without limitation stock, partnership interest or other securities of,
any other Person, or (ii) direct or indirect loan, advance or capital
contribution to any other Person, including all indebtedness and accounts
receivable from that other Person.

SECTION 4.23 BANKRUPTCY. Neither any Borrower Party nor Member is or has been a
debtor, and no property of any of them (including the Property) is property of
the estate, in any voluntary or involuntary case under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or other similar law now or
hereafter in effect. Neither any Borrower Party nor Member and no property of
any of them is under the possession or control of a receiver, trustee or other
custodian. Neither any Borrower Party nor Member has made any assignment for the
benefit of creditors. No such assignment or bankruptcy or similar case or
proceeding is now contemplated.

SECTION 4.24 DEFAULTS. No Default or Event of Default exists.

SECTION 4.25 NO PLAN ASSETS. Borrower is not and will not be (i) an employee
benefit plan as defined in Section 3(3) of ERISA which is subject to ERISA, (ii)
a plan as defined in Section 4975(e)(1) of the IRC which is subject to Section
4975 of the IRC, or (iii) an entity whose underlying assets constitute "plan
assets" of any such employee benefit plan or plan for purposes of Title I of
ERISA of Section 4975 of the IRC.

SECTION 4.26 GOVERNMENTAL PLAN. Borrower is not and will not be a "governmental
plan" within the meaning of Section 3(32) of ERISA and transactions by or with
Borrower are not and will not be subject to state statutes applicable to
Borrower's regulating investments of and fiduciary obligations with obligations
with respect to governmental plans.

SECTION 4.27 NOT FOREIGN PERSON. Neither any Borrower Party nor Member is a
"foreign person" within the meaning of Section 1445(f)(3) of the IRC.



                                       42
<PAGE>   48

SECTION 4.28 NO COLLECTIVE BARGAINING AGREEMENTS. Neither Borrower nor Member is
a party to any collective bargaining agreement.

                                   ARTICLE V
                          COVENANTS OF BORROWER PARTIES

         Each Borrower Party covenants and agrees that until payment in full of
the Loan, all accrued and unpaid interest and all other Obligations, such Person
shall perform and comply with all covenants in this Article V applicable to such
Person.

SECTION 5.1 FINANCIAL STATEMENTS AND OTHER REPORTS.

         (A) FINANCIAL STATEMENTS.

             (i) ANNUAL REPORTING. Within ninety (90) days after the end of each
calendar year, Borrower and Guarantor shall each provide true and complete
copies of its Financial Statements for such year to Lender. All such Financial
Statements shall be audited by a Big Five Accounting Firm or by other
independent certified public accountants reasonably acceptable to Lender, and
shall bear the unqualified certification of such accountants that such Financial
Statements present fairly in all material respects the financial position of the
subject company. The annual Financial Statements shall be accompanied by
Supplemental Financial Information for such calendar year. The annual Financial
Statements for each Borrower Party shall also be accompanied by a certification
executed by the entity's chief executive officer or chief financial officer,
satisfying the criteria set forth in Section 5.1(A)(viii) below, and a
Compliance Certificate (as defined below).

             (ii) QUARTERLY REPORTING - BORROWER. Within forty-five (45) days
after the end of the first, second and third calendar quarters of each year,
Borrower shall provide true and complete copies of its balance sheet as of the
end of such quarter to Lender, together with a certification executed on behalf
of Borrower by its chief executive officer or chief financial officer in
accordance with the criteria set forth in Section 5.1(A)(viii) below.

             (iii) QUARTERLY REPORTING - GUARANTOR. Within forty-five (45) days
after the end of the first, second and third calendar quarters of each year,
Guarantor shall provide true and complete copies of its Financial Statements for
such quarter to Lender, together with a certification executed on behalf of
Guarantor by its chief executive officer or chief financial officer in
accordance with the criteria set forth in Section 5.1(A)(viii) below.

             (iv) LEASING REPORTS. Within forty-five (45) days after each
calendar quarter, Borrower shall provide to Lender a certified Rent Roll and a
schedule of security deposits held under Leases (other than Deminimis Leases),
each in form and substance reasonably acceptable to Lender. Within forty-five
(45) days after each calendar quarter, Borrower shall also provide to Lender (a)
a schedule of any retail Leases (other than Deminimis Leases) that expired
during such calendar quarter and a schedule of retail Leases (other than
Deminimis Leases) scheduled to expire within the next twelve (12) months and (b)
to the extent Borrower received notice thereof, a list of any retail tenants
(other than Deminimis Leases) that filed bankruptcy, insolvency or
reorganization proceedings during such calendar quarter. Within ninety (90) days
after the end of each calendar year, Borrower shall provide to Lender a
statement of income and expenses for



                                       43
<PAGE>   49

all retail space in the Property owned and operated by Borrower and sales
reports for retail tenants for such year.

             (v) MONTHLY REPORTING. Within thirty (30) days after the end of
each calendar month other than the month of December in any year, and within
forty-five (45) days after the end of the month of December in each year,
Borrower shall provide to Lender the following items determined on an accrual
basis: (i) a calculation of the average daily rate, RevPAR and occupancy
calculations and statistics for the Property for the subject month; (ii) Smith
Travel Research "STAR" reports then available; (iii) monthly and year to date
operating statements prepared for such calendar month, noting Net Operating
Income and including budgeted and last year results for the same year-to-date
period and other information necessary and sufficient under GAAP to fairly
represent the financial position and results of operation of the Property during
such calendar month, all in form satisfactory to Lender; (iv) a calculation
reflecting the annual Net Operating Income and Debt Service Coverage Ratio for
the immediately preceding twelve (12) month period as of the last day of such
month; (v) an updated summary of advance bookings information (excluding
customer names); and (vi) capital expenditure/FF&E reports with respect to such
calendar month. Along with such operating statements, Borrower shall deliver to
Lender a certification of Borrower's chief executive officer or chief financial
officer satisfying the criteria set forth in Section 5.1(A)(viii) below.

             (vi) ADDITIONAL REPORTING. In addition to the foregoing, Borrower,
Guarantor and Manager shall each promptly provide to Lender such further
documents and information concerning its operations, properties, ownership, and
finances as Lender shall from time to time reasonably request.

             (vii) GAAP; UNIFORM SYSTEM. Borrower Parties will maintain systems
of accounting established and administered in accordance with sound business
practices and sufficient in all respects to permit preparation of Financial
Statements in conformity with GAAP and the Uniform System. All Financial
Statements shall be prepared in accordance with GAAP and the Uniform System,
consistently applied; provided, however, in the event of a conflict between the
Uniform System and GAAP, GAAP will be followed.

             (viii) CERTIFICATIONS OF FINANCIAL STATEMENTS AND OTHER DOCUMENTS,
COMPLIANCE CERTIFICATE. Together with the Financial Statements and other
documents and information provided to Lender by or on behalf of any Borrower
Party under this Section, such Borrower Party also shall deliver to Lender a
certification in form and substance satisfactory to Lender, executed on behalf
of such Borrower Party by its chief executive officer or chief financial
officer, stating that such Financial Statements, documents and information are
true, correct, accurate and complete and fairly present the financial condition
and results of operations of the applicable Borrower Party and/or the Property
for the period(s) covered thereby, and do not omit to state any material
information without which the same might reasonably be misleading. In addition,
where this Loan Agreement requires a "COMPLIANCE CERTIFICATE", the Borrower
Party required to submit the same shall deliver a certificate duly executed on
behalf of such Borrower Party by its chief executive officer or chief financial
officer, in form and substance satisfactory to Lender, stating that there does
not exist any Default or Event of Default under the Loan Documents (or if any
exists, specifying the same in detail) and stating the Debt Service Coverage
Ratio for the twelve (12) month period ended as of the end of such quarter.



                                       44
<PAGE>   50

             (ix) FISCAL YEAR. Each Borrower Party represents that its fiscal
year ends on December 31, and agrees that it shall not change its fiscal year.

         (B) ACCOUNTANTS' REPORTS. Promptly upon receipt thereof, Borrower will
deliver copies of all material reports submitted by independent public
accountants in connection with each annual, interim or special audit of the
Financial Statements or other business operations of Borrower made by such
accountants, including the comment letter submitted by such accountants to
management in connection with the annual audit.

         (C) TAX RETURNS. Within thirty (30) days after filing the same,
Borrower shall deliver to Lender a copy of its Federal income tax returns (or
the return of the applicable Person into which Borrower's Federal income tax
return is consolidated) certified on its behalf by its chief financial officer
(or similar position) to be true and correct.

         (D) ANNUAL OPERATING, FF&E BUDGETS AND CAPITAL IMPROVEMENTS PLAN. At
least thirty (30) days prior to the expiration of each calendar year (commencing
with the calendar year ended December 31, 2001), Borrower shall deliver to
Lender for its review a proposed Operating Budget, a proposed FF&E Budget and a
proposed Capital Improvements Plan (in each case presented on a monthly and
annual basis) for the Property for the next calendar year. Each Operating
Budget, FF&E Budget and, so long as any funds remain in the Capital Improvement
Reserve or Required Capital Improvements remain to be performed, each Capital
Improvements Plan shall be subject to Lender's approval which shall not be
unreasonably withheld, conditioned or delayed. Lender acknowledges that it has
approved the annual Operating Budget, FF&E Budget and Capital Improvements Plan
for the calendar year 2001. Upon completion of the Required Capital Improvements
and disbursement of all funds in the Capital Improvement Reserve, Borrower shall
be required to thereafter deliver Capital Improvements Plans to Lender for
informational purposes only, but same shall not be subject to Lender's approval;
provided, however, that the foregoing shall not affect Borrower's obligation to
obtain Lender's consent to any Material Alteration to the extent required under
Section 5.5(A). The proposed Operating Budget shall identify and set forth
Borrower's best estimate, after due consideration, of all revenue, costs, and
expenses, and shall specify Operating Revenues and Operating Expenses on a
line-item basis consistent with the form of Operating Budget delivered to Lender
prior to Closing. If any of said budgets or plans requiring Lender's approval is
not in form and substance reasonably satisfactory to Lender, Lender may
disapprove the same and specify the reasons therefor in writing, and Borrower
shall promptly amend and resubmit for approval revised budgets or plans, as
applicable, making such changes as are necessary to comply with the reasonable
requirements of Lender. If any such budget or plan requiring Lender's approval
is not approved by the beginning of the calendar year covered thereby, the
applicable budget or plan for the previous year shall remain in effect until the
new budget or plan is approved. Lender shall approve or disapprove any proposed
budget or plan requiring Lender's approval within fifteen (15) Business Days
after submission thereof by Borrower to Lender together with any information
reasonably requested by Lender in writing in order to review same. Lender's
consent to any proposed budget or plan shall be deemed given if the
correspondence from Borrower to Lender requesting such approval contains a
bold-faced conspicuous legend at the top of the first page thereof stating that
"IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN
WRITING WITHIN FIFTEEN (15) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,"



                                       45
<PAGE>   51

and if Lender shall fail to respond to or expressly deny such request for
approval in writing within fifteen (15) Business Days after receipt of
Borrower's written request therefor together with any information reasonably
requested by Lender in writing prior to the expiration of such fifteen (15)
Business Day period in order to adequately review same, then Lender shall be
deemed to have approved such budget or plan.

         (E) MATERIAL NOTICES.

             (i) Borrower shall promptly deliver, or caused to be delivered,
copies of all notices given or received with respect to noncompliance with any
term or condition related to any Permitted Indebtedness of any Borrower Party or
Member, including Permitted Indebtedness under the Mezzanine Loan Documents (but
excluding unsecured trade payables and equipment and personal property
financings referred to in Sections 5.17(B)(i) and (ii), respectively, unless
such non-compliance could reasonably be expected to, individually or in the
aggregate, have a Material Adverse Effect), and shall notify Lender within two
(2) Business Days of any potential or actual event of default with respect to
any such Permitted Indebtedness.

             (ii) Borrower shall promptly deliver to Lender copies of any and
all material notices (including without limitation any notice alleging any
default or breach) received with respect to any Material Agreement or any
Material Lease.

         (F) EVENTS OF DEFAULT, ETC. Promptly upon Borrower obtaining knowledge
of any of the following events or conditions, Borrower shall deliver a
certificate executed on its behalf by its chief financial officer or similar
officer specifying the nature and period of existence of such condition or event
and what action Borrower or any Affiliate thereof has taken, is taking and
proposes to take with respect thereto: (i) any condition or event that
constitutes an Event of Default or Default; (ii) any Material Adverse Effect; or
(iii) any actual or alleged breach or default or assertion of (or written threat
to assert) remedies under any Management Agreement.

         (G) LITIGATION. Promptly upon Borrower's obtaining knowledge of (1) the
institution of any action, suit, proceeding, governmental investigation or
arbitration against Borrower or the Property not previously disclosed in writing
by Borrower to Lender which would be reasonably likely to have a Material
Adverse Effect or (2) any material development in any action, suit, proceeding,
governmental investigation or arbitration at any time pending against or
affecting Borrower or the Property which, in each case, if adversely determined
would reasonably be expected to have a Material Adverse Effect, Borrower will
give notice thereof to Lender and provide such other information as may be
reasonably available to them to enable Lender and its counsel to evaluate such
matter.

         (H) INSURANCE. At least ten (10) Business Days prior to the end of each
insurance policy period of Borrower, Borrower will deliver certificates,
reports, and/or other information (all in form and substance satisfactory to
Lender), (i) outlining all material insurance coverage maintained as of the date
thereof by Borrower and all material insurance coverage planned to be maintained
by Borrower in the subsequent insurance policy period and (ii) evidencing
payment in full of the premiums for such insurance policies.



                                       46
<PAGE>   52

         (I) OTHER INFORMATION. With reasonable promptness, Borrower will
deliver such other information and data with respect to such Person and its
Affiliates or the Property as from time to time may be reasonably requested by
Lender.

SECTION 5.2 EXISTENCE; QUALIFICATION. Borrower will at all times preserve and
keep in full force and effect its existence as a limited partnership, limited
liability company, or corporation, as the case may be, and all rights and
franchises material to its business, including its qualification to do business
in each state where it is required by law to so qualify. Without limitation of
the foregoing, Borrower and, to the extent required by applicable law, Member
shall at all times be qualified to business in the state where the Property is
located.

SECTION 5.3 PAYMENT OF IMPOSITIONS AND CLAIMS.

         (A) Borrower will pay (i) all Impositions; (ii) all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets (hereinafter referred to as the "CLAIMS"); and (iii) all
federal, state and local income taxes, sales taxes, excise taxes and all other
taxes and assessments of Borrower on its business, income or assets; in each
instance before any penalty or fine is incurred with respect thereto.

         (B) Borrower shall not be required to pay, discharge or remove any
Imposition or Claim so long as Borrower contests in good faith such Imposition
or Claim or the validity, applicability or amount thereof by an appropriate
legal proceeding which operates to prevent the collection of such amounts and
the sale of the Property or any portion thereof, so long as: (i) no Event of
Default shall have occurred and be continuing, (ii) prior to the date on which
such Imposition or Claim would otherwise have become delinquent, Borrower shall
have given Lender prior written notice of its intent to contest said Imposition
or Claim; (iii) prior to the date on which such Imposition or Claim would
otherwise have become delinquent, Borrower shall have deposited with Lender (or
with a court of competent jurisdiction or other appropriate body approved by
Lender) such additional amounts (or other security or assurances reasonably
acceptable to Lender) as are necessary to keep on deposit at all times, an
amount equal to at least one hundred twenty-five percent (125%) (or such higher
amount as may be required by applicable law) of the total of (x) the balance of
such Imposition or Claim then remaining unpaid, and (y) all interest, penalties,
costs and charges accrued or accumulated thereon less (z) amounts on deposit in
the Impositions and Insurance Reserve and available for payment of such Claims;
(iv) no risk of sale, forfeiture or loss of any interest in the Property or any
part thereof arises, in Lender's reasonable judgment, during the pendency of
such contest; (v) such contest does not, in Lender's reasonable determination,
have a Material Adverse Effect; and (vi) such contest is based on bona fide,
material, and reasonable claims or defenses. Any such contest shall be
prosecuted with due diligence, and Borrower shall promptly pay the amount of
such Imposition or Claim as finally determined, together with all interest and
penalties payable in connection therewith. Lender shall have full power and
authority, but no obligation, to apply any amount deposited with Lender under
this subsection to the payment of any unpaid Imposition or Claim to prevent the
sale or forfeiture of the Property for non-payment thereof, if Lender reasonably
believes that such sale or forfeiture is threatened. Any surplus retained by
Lender after payment of the Imposition or Claim for which a deposit was made
shall be promptly repaid to Borrower unless an Event of Default shall have
occurred, in which case said surplus may be



                                       47
<PAGE>   53

retained by Lender to be applied to the Obligations. Notwithstanding any
provision of this Section to the contrary, Borrower shall pay any Imposition or
Claim which it might otherwise be entitled to contest if an Event of Default
shall occur and be continuing, or if, in the reasonable determination of Lender,
the Property is in danger of being forfeited or foreclosed. If Borrower refuses
to pay any such Imposition or Claim, Lender may (but shall not be obligated to)
make such payment and Borrower shall reimburse Lender on demand for all such
advances.

SECTION 5.4 MAINTENANCE OF INSURANCE. Borrower will maintain or cause to be
maintained, with financially sound and reputable insurers, public liability,
property damage, business interruption and other types of insurance with respect
to its business and the Property (including all Improvements now existing or
hereafter erected thereon) in such amounts and for such periods and against all
losses, hazards, casualties, liabilities and contingencies as customarily
carried or maintained by Persons of established reputation engaged in similar
businesses. Without limitation of the foregoing, Borrower shall maintain or
cause to be maintained policies of insurance with respect to the Property in the
following amounts and covering the following risks:

             (i) Property damage insurance covering loss or damage to the
Property caused by fire, lightning, hail, windstorm, explosion, hurricane (to
the extent available), vandalism, malicious mischief, and such other losses,
hazards, casualties, liabilities and contingencies as are normally and usually
covered by fire policies in effect where the Property is located endorsed to
include all of the extended coverage perils and other broad form perils,
including the standard "all risks" clauses, with such endorsements as Lender may
from time to time reasonably require including, without limitation, building
ordinance and law (including demolition costs and increased cost of construction
coverage), lightning, windstorm, civil commotion, hail, riot, strike, water
damage, sprinkler leakage, collapse and malicious mischief. Such policy shall be
in an amount not less than that necessary to comply with any coinsurance
percentage stipulated in the policy, but not less than 100% of the full
replacement cost of all Improvements (without any deduction for depreciation),
and shall contain replacement cost and agreed amount endorsements each in an
amount not less than the outstanding principal amount of the Loan. The
deductible under such policy shall not exceed $100,000.

             (ii) Broad form boiler and machinery insurance in an amount equal
to the full replacement cost of the Improvements (without any deduction for
depreciation) in which the boiler or similar vessel is located, and including
coverage against loss or damage from (1) leakage or sprinkler systems and (2)
damage, breakdown or explosion of steam boilers, electrical machinery and
equipment, air conditioning, refrigeration, pressure vessels or similar
apparatus and mechanical objects now or hereafter installed at the Property.

             (iii) If the Property is in an area prone to geological phenomena,
including, but not limited to, sinkholes, mine subsidence or earthquakes,
insurance covering such risks in an amount not less than $100,000,000, and with
a maximum permissible deductible of $100,000.

             (iv) Flood insurance if the Property is in an area now or hereafter
designated by the Federal Emergency Management Agency as a Zone "A" & "V"
Special Hazard Area, or such other Special Hazard Area if Lender so requires in
its sole discretion. Such policy shall be



                                       48
<PAGE>   54

in an amount not less than $50,000,000, and shall have a maximum permissible
deductible of $100,000.

             (v) Business interruption or rent loss insurance in an amount equal
to the anticipated gross income or rentals from the Property (assuming an
occupancy rate of 100%) for an indemnity period commencing on the date of the
casualty and ending at least ninety (90) days after completion of the
Restoration (but with no maximum limit on the overall length of such indemnity
period), such amount being adjusted annually. Lender shall be named as loss
payee under such insurance.

             (vi) During any period of reconstruction, renovation or alteration
of the Property in excess of 10% of the outstanding principal balance of the
Loan, a completed value, "All Risks" Builders Risk form or "Course of
Construction" insurance policy in non-reporting form and in an amount not less
than the lesser of 100% of the full replacement cost of all Improvements and the
then outstanding principal balance of the Loan.

             (vii) Commercial general liability insurance against claims for
personal and bodily injury (including death resulting therefrom) to one or more
persons or property damage, occurring on, in or about the Property (including
the adjoining streets, sidewalks and passageways) in such amounts as Lender may
from time to time reasonably require, but not less than $25,000,000 for each
occurrence and $50,000,000 in the aggregate, and with deductibles reasonably
acceptable to Lender. This policy or policies must include coverage for premises
and operations liability, products and completed operations liability,
contractual liability, hired, owned and non-owned automobile liability,
innkeepers legal liability and "Dram shop" or other liquor liability if
alcoholic beverages are sold from or may be consumed at the Property.

             (viii) If required by applicable state laws, worker's compensation
or employer's liability insurance in accordance with such laws.

             (ix) Borrower and Manager shall maintain fidelity insurance and
professional liability insurance in amounts reasonably satisfactory to Lender in
its sole discretion in event against losses resulting from dishonest or
fraudulent acts committed by Borrower's and Manager's personnel, employees and
agents.

             (x) Such other insurance and endorsements, if any, as Lender may
reasonably require from time to time, and which is then customarily required by
institutional lenders for similar properties similarly situated, against other
insurable hazards, including, but not limited to, malicious mischief, vandalism
or windstorm, which at the time are commonly insured against and generally
available in the case of properties similarly situated, due regard to be given
to the size and type of the Property.

             Each carrier providing any insurance, or portion thereof, required
by this Section shall be licensed to do business in the jurisdiction or
jurisdictions in which the Property is located, and shall have a claims paying
ability rating and/or financial strength rating, as applicable, by S&P of not
less than "AA", by Moody's of not less than "Aa2" and by Fitch of not less than
"AA" and an A.M. Best Company, Inc. ("A.M. Best") rating of not less than A and
financial size category of not less than XIII. Notwithstanding the foregoing,
Lender hereby



                                       49
<PAGE>   55

approves: (a) Industrial Risk Insurers (ERC Group) as the carrier providing the
insurance required under clauses (i), (ii), (iii), (iv) (first $20,000,000 of
coverage) and (v) of this Section 5.4 so long as such carrier meets the S&P,
Moody's and A.M. Best ratings requirements above, (b) Gulf Insurance Co. as the
insurer providing flood insurance under clause (iv) (excess coverage of
$30,000,000) of this Section 5.4 so long as such carrier meets the S&P ratings
requirement and maintains an A.M. Best rating of not less than A+/IX, (c) Royal
Specialty as the insurer providing a portion of the liability under clause (vii)
of this Section 5.4 (first $4,000,000 over $1,000,000 Borrower's self-insured
deductible) so long as such carrier maintains a claims paying ability rating by
S&P of not less than "A" and by Fitch of not less than "AA-" and an A.M. Best
rating of not less than A/XIV, and (d) American Alternative Insurance Co. as the
carrier providing a portion of the liability insurance under clause (vii) (next
$25,000,000 over the liability coverage provided by the insurer referenced in
clause (c) above) so long as such insurer meets the S&P and A.M. Best
requirements above. In the event that any of the insurance provided by the
insurers referenced above shall hereafter be provided by another insurance
carrier, any such carrier shall thereafter be required to fully comply with the
ratings requirements of the first sentence of this paragraph. Borrower shall
cause all insurance (except general public liability and worker's compensation
insurance) carried in accordance with this Section to be payable to Lender as a
mortgagee "as its interests may appear" and not as a coinsured, and, in the case
of all policies of insurance carried by each lessee for the benefit of Borrower,
if any, to cause all such policies to be payable to Lender as Lender's interest
may appear.

             All insurance policies and renewals thereof (i) shall be in a form
reasonably acceptable to Lender, (ii) shall provide for a term of not less than
one year, (iii) shall provide by way of endorsement, rider or otherwise that
such insurance policy shall not be canceled, endorsed, altered, or reissued to
effect a change in coverage unless such insurer shall have first given Lender
thirty (30) days prior written notice thereof, (iv) shall include a standard
non-contributory mortgagee endorsement or its equivalent in favor of and in form
acceptable to Lender, (v) shall provide for claims to be made on an occurrence
basis, except that boiler and machinery coverage may be made on an accident
basis, (vi) shall contain an agreed value clause updated annually (if the amount
of coverage under such policy is based upon the replacement cost of the
Property) and (vii) to the extent not specified above, shall have deductibles in
amounts reasonably acceptable to Lender. All property damage insurance policies
(except for flood and earthquake policies) must automatically reinstate after
each loss.

             The insurance coverage required under this Section 5.4 may be
effected under a blanket policy or policies covering the Property and other
properties and assets owned by Affiliates of Borrower; provided that any such
blanket policy shall specify any sublimits in such blanket policy applicable to
the Property, which amounts shall not be less than the amounts required pursuant
to this Section 5.4 and which shall in any case comply in all other respects
with the requirements of this Section 5.4. Upon Lender's request which shall not
be more frequently than once for any twelve (12) month period, Borrower shall
deliver to Lender a certificate setting forth (i) the number of properties
covered by such blanket policy or policies, (ii) the location by city (if
available, otherwise, county) and state of the properties, (iii) the average
square footage of the properties (or the aggregate square footage), (iv) a brief
description of the typical construction type included in the blanket policy and
(v) such other information as Lender may reasonably request. Borrower covenants
and agrees that, at all times, the aggregate coverage under such policy or
policies shall be not less than the amount of insurance which



                                       50
<PAGE>   56

would be required for all properties covered by such blanket policy or policies
(including the Property) under Sections 5.4(i), (ii) and (v) if such properties
were covered by this Agreement.

             Borrower may maintain a portion of the commercial general liability
insurance required under Section 5.4(vii) above in an amount not to exceed
$1,000,000 per occurrence and a portion of the worker's compensation insurance
required under Section 5.4(viii) in an amount not to exceed $300,000 per
occurrence by means of a self-insurance program, the terms and conditions of
which shall be reasonably acceptable to Lender. Borrower shall at all times
maintain cash reserves in the Self-Insurance Reserve Account in accordance with
the provisions of Section 6.7 and the Cash Management Agreement. Promptly after
Lender's written request therefor, Borrower shall provide Lender with any and
all information reasonably requested by Lender with respect to such
self-insurance program including, without limitation, information regarding the
balance of and activity in the Self-Insurance Reserve Account, claims paid
during any period and pending and threatened claims.

SECTION 5.5 OPERATION AND MAINTENANCE OF THE PROPERTY; CASUALTY.

         (A) Borrower will operate and maintain the Property as a first class
hotel and maintain or cause to be maintained in good repair, working order and
condition all material property used in the business of Borrower, including the
Property, and will make or cause to be made all appropriate repairs, renewals
and replacements thereof consistent with Borrower's normal and customary
operations at the Property (provided that such operations are consistent with
standards for a first class hotel). Without limitation of the foregoing,
Borrower will operate and maintain the Property substantially in accordance with
the applicable Operating Budget and the FF&E Budget. All work required or
permitted under this Loan Agreement shall be performed in a workmanlike manner
and in compliance with all applicable laws.

So long as no Event of Default has occurred and is continuing, Borrower may,
without Lender's consent, perform alterations to the Property which (i) do not
constitute a Material Alteration, (ii) do not materially and adversely affect
Borrower's financial condition or the value or Net Operating Income of the
Property and (iii) are in the ordinary course of Borrower's business. Borrower
shall not perform any Material Alteration without Lender's prior written
consent, which consent shall not be unreasonably withheld, conditioned or
delayed; provided, however, that Lender may, in its sole and absolute
discretion, withhold consent to any Material Alteration which is likely to
result in a decrease of Net Operating Income from the Property by 5% or more for
a period of 30 days or longer. Lender may, as a condition to giving its consent
to a Material Alteration, require that Borrower deliver to Lender evidence
reasonably satisfactory to Lender that Borrower has cash available for payment
of the cost of such Material Alteration or, if Borrower fails to deliver such
evidence, cash in an amount equal to 125% of the cost of such Material
Alteration as reasonably estimated by Lender. Cash deposited by Borrower with
Lender in connection with any Material Alteration pursuant to the foregoing
sentence shall be held by Lender in an interest-bearing account and disbursed to
Borrower to pay for the cost of such Material Alteration as such work progresses
subject to satisfaction of the conditions for disbursement of amounts from the
FF&E Reserve under Section 6.4(B). Upon substantial completion of the Material
Alteration, Borrower shall provide evidence reasonably satisfactory to Lender
that (i) the Material Alteration was constructed in accordance with all
applicable laws and substantially in accordance with plans and specifications
approved by Lender (which



                                       51
<PAGE>   57

approval shall not be unreasonably withheld or delayed), (ii) all contractors,
subcontractors, materialmen and professionals who provided work, materials or
services in connection with the Material Alteration have been paid in full and
have delivered unconditional releases of lien and (iii) all material licenses
necessary for the use, operation and occupancy of the Material Alteration (other
than those which depend on the performance of tenant improvement work) have been
issued. Borrower shall reimburse Lender upon demand for all reasonable
out-of-pocket costs and expenses (including the reasonable fees of any
architect, engineer or other professional engaged by Lender) incurred by Lender
in reviewing plans and specifications or in making any determinations necessary
to implement the provisions of this Section 5.5(A). Notwithstanding Lender's
approval of any Capital Improvement Plan under Section 5.1, Borrower shall be
required to satisfy all of the above conditions with respect to any Material
Alteration included in such Capital Improvement Plan except to the extent such
Material Alteration is to be paid for from the Capital Improvement Reserve under
Section 6.5.

         (B) In the event of casualty or loss at the Property, Borrower shall
give immediate written notice of the same to the insurance carrier and to Lender
and shall promptly commence and diligently prosecute to completion, in
accordance with the terms hereof, the repair and restoration of the Property as
nearly as possible to the Pre-Existing Condition (hereinafter defined) (a
"RESTORATION"). Borrower shall pay all costs of such Restoration whether or not
such costs are covered by insurance. Borrower hereby authorizes and empowers
Lender as attorney-in-fact for Borrower to make proof of loss, to adjust and
compromise any claim under insurance policies, to appear in and prosecute any
action arising from such insurance policies, to collect and receive insurance
proceeds, and to deduct therefrom Lender's expenses incurred in the collection
of such proceeds; provided however, that nothing contained in this Section shall
require Lender to incur any expense or take any action hereunder. Borrower
further authorizes Lender, at Lender's option, (i) to hold the balance of such
proceeds to be used to reimburse Borrower for the cost of Restoration of the
Property or (ii) subject to Subsection 5.5(C), to apply such proceeds to payment
of the Obligations whether or not then due, in any order, and provided that no
Event of Default has occurred and is continuing, no Prepayment Consideration
shall be payable in connection with such application of proceeds to the
Obligations. Notwithstanding the foregoing, in the event of a casualty where the
loss does not exceed the Restoration Threshold, Borrower may settle and adjust
such claim; provided that (a) no Event of Default has occurred and is continuing
and (b) such adjustment is carried out in a commercially reasonable and timely
manner.

         (C) Lender shall not exercise Lender's option to apply insurance
proceeds to payment of the Obligations if all of the following conditions are
met: (i) no Event of Default then exists; (ii) Lender reasonably determines that
there will be sufficient funds to complete the Restoration of the Property to at
least the Pre-Existing Condition and to timely make all payments due under the
Loan Documents during the Restoration of the Property; (iii) Lender reasonably
determines that the Net Operating Income of the Property (including rental
income or business interruption insurance) will be sufficient to pay principal
and interest on the Loan and the Mezzanine Loan and Operating Revenues of the
Property, after the Restoration thereof to the Pre-Existing Condition, will be
sufficient to meet all Operating Expenses, payments for Reserves and payments of
principal and interest under the Note and the Mezzanine Loan and maintain a Debt
Service Coverage Ratio at least equal to the lesser of (a) the Debt Service
Coverage Ratio as of the Closing Date and (b) the Debt Service Coverage Ratio
immediately prior to the casualty; (iv)



                                       52
<PAGE>   58

Lender determines that the Restoration of the Property to the Pre-Existing
Condition will be completed within one (1) year of the date of the loss or
casualty to the Property, but in no event later than six (6) months prior to the
Maturity Date (giving effect to the next unexercised Extension Option, provided
that Borrower exercises such Extension Option at the time in question, subject
to the satisfaction of the conditions set forth in Section 2.5(B) (other than
delivery of notice under Section 2.5(B)(i)); (v) less than fifty percent (50%)
of the total floor area of the Improvements has been damaged, destroyed or
rendered unusable as a result of such fire or other casualty; (vi) the total
amount of insurance proceeds available in connection with such fire or casualty
does not exceed ninety percent (90%) of the then outstanding principal balance
of the Loan; and (vii) Lender is reasonably satisfied that the Property can be
restored and repaired as nearly as possible to the condition it was in
immediately prior to such casualty and in compliance with all applicable zoning,
building and other laws and codes (the "PRE-EXISTING CONDITION").

         (D) If Lender elects or is obligated to make the insurance proceeds
available for the Restoration of the Property, Borrower agrees that, if at any
time during the Restoration, the cost of completing such Restoration, as
reasonably determined by Lender, exceeds the undisbursed insurance proceeds,
Borrower shall, immediately upon demand by Lender, deposit the amount of such
excess with Lender, and Lender shall first disburse such deposit to pay for the
costs of such Restoration on the same terms and conditions as the insurance
proceeds are disbursed. If Borrower deposits such excess with Lender and if,
after completion of the Restoration, any funds remain from the combination of
insurance proceeds and the funds so deposited with Lender by Borrower, and if no
Event of Default shall have occurred and be continuing, then Lender shall
disburse to Borrower such remaining funds.

         (E) Lender may, at Lender's option, condition disbursement of any
insurance proceeds on Lender's approval of plans and specifications of an
independent architect licensed in the state where the Property is located and
reasonably satisfactory to Lender (the "ARCHITECT"), any and all contractors,
subcontractors and materialmen engaged in the Restoration and the contracts
under which they have been engaged, contractor's cost estimates, architect's
certificates, waivers of liens, sworn statements of mechanics and materialmen
and such other evidence of costs, percentage completion of construction,
application of payments, and satisfaction of liens as Lender may reasonably
require. Lender shall not be obligated to disburse insurance proceeds more
frequently than once every calendar month. If insurance proceeds are applied to
the payment of the Obligations, any such application of proceeds to principal
shall not extend or postpone the due dates of the monthly payments due under the
Note or otherwise under the Loan Documents, or change the amounts of such
payments. Any amount of insurance proceeds remaining in Lender's possession
after full and final payment and discharge of all Obligations shall be refunded
to Borrower or otherwise paid in accordance with applicable law. If the Property
is sold at foreclosure or if Lender acquires title to the Property, Lender shall
have all of the right, title and interest of Borrower in and to any insurance
policies and unearned premiums thereon and in and to the proceeds resulting from
any damage to the Property prior to such sale or acquisition.

         (F) In no event shall Lender be obligated to make disbursements of
insurance proceeds in excess of an amount equal to the costs actually incurred
from time to time for work in place as part of the Restoration, as certified by
the Architect, less a retainage equal to ten



                                       53
<PAGE>   59

percent (10%) of such costs incurred until the Restoration has been completed.
The retainage shall in no event be less than the amount actually held back by
Borrower from contractors, subcontractors and materialmen engaged in the
Restoration. The retainage shall not be released until the Architect certifies
to Lender that the Restoration has been completed in accordance with the
provisions of this Section 5.5 and that all approvals necessary for the
re-occupancy and use of the Property have been obtained from all appropriate
governmental authorities, and Lender receives evidence satisfactory to Lender
that the costs of the Restoration have been paid in full or will be paid in full
out of the retainage.

SECTION 5.6 INSPECTION. Borrower shall permit any authorized representatives
designated by Lender to visit and inspect during normal business hours the
Property and its business, including its financial and accounting records, and
to make copies and take extracts therefrom (not to exceed four times per year
unless an Event of Default has occurred and is continuing), and to discuss its
affairs, finances and business with its officers and independent public
accountants (with such Borrower's representative(s) present), at such reasonable
times during normal business hours and as often as may be reasonably requested.
Unless an Event of Default has occurred and is continuing, Lender shall provide
advance written notice of at least three (3) Business Days prior to visiting or
inspecting the Property or Borrower's offices.

SECTION 5.7 ENVIRONMENTAL COMPLIANCE.

         (A) ENVIRONMENTAL LAWS. Borrower shall at all times comply in all
material respects with all applicable Environmental Laws. Borrower shall not:
(i) violate in any material respect any applicable Environmental Law; or (ii)
generate, use, transport, handle, store, release or dispose of any Hazardous
Materials in or into, on or onto, or from the Property (except in accordance
with applicable law); or (iii) permit any Lien imposed pursuant to any
Environmental Law to be imposed or to remain on the Property.

         (B) REMEDIAL ACTION. Borrower shall promptly take and diligently
prosecute any and all necessary remedial actions upon obtaining knowledge of the
presence, storage, use, disposal, transportation, active or passive migration,
release or discharge of any Hazardous Materials on, under or about the Property
in violation of any Environmental Laws. In the event Borrower undertakes any
remedial action with respect to any Hazardous Material on, under or about the
Property, Borrower shall conduct and complete such remedial action in compliance
with all applicable Environmental Laws, and in accordance with the applicable
policies, orders and directives of all federal, state and local governmental
authorities.

         (C) FURTHER ASSURANCE. If Lender at any time has a reasonable basis to
believe that there may be a violation of any Environmental Law by, or any basis
for a material claim or liability arising thereunder of, Borrower or related to
the Property, then Borrower agrees, upon request from Lender, to provide Lender
with such reports, certificates, engineering studies or other written material
or data as Lender may reasonably require so as to satisfy Lender that Borrower
and the Property are in compliance with all applicable Environmental Laws.

         (D) O&M PLAN. Borrower has caused to be prepared and delivered to
Lender an operations and maintenance program with respect to suspected asbestos
and asbestos-containing materials (the "O&M PLAN") located in the Property as
set forth in the Environmental Report.



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<PAGE>   60

Borrower shall at all times implement and carry out the O&M Plan in accordance
with its terms. Lender's requirement that Borrower develop and comply with the
O&M Plan shall not be deemed to constitute a waiver or modification of any
covenants or agreements of Borrower or Guarantor with respect to Hazardous
Material or Environmental Laws as set forth herein or in the Environmental
Indemnity.

SECTION 5.8 ENVIRONMENTAL DISCLOSURE.

         (A) Borrower shall promptly upon becoming aware thereof advise Lender
in writing and in reasonable detail of: (1) any release, disposal or discharge
of any Hazardous Material on, under, or about the Property required to be
reported to any federal, state or local governmental or regulatory agency under
any applicable Environmental Laws except such releases, disposals or discharges
pursuant to and in compliance with valid permits, authorizations or
registrations under said Environmental Laws; (2) any and all written
communications sent or received by Borrower with respect to any Environmental
Claims or any release, disposal or discharge of Hazardous Material required to
be reported to any federal, state or local governmental or regulatory agency;
(3) any remedial action taken by Borrower or any other Person in response to any
Hazardous Material on, under or about the Property, the existence of which could
result in an Environmental Claim that could reasonably be expected to have a
Material Adverse Effect; (4) the discovery by Borrower of any occurrence or
condition on any real property adjoining or in the vicinity of the Property that
could reasonably be expected to cause the Property or any part thereof to be
subject to any restrictions on the ownership, occupancy, transferability or use
thereof under any Environmental Laws; and (5) any request for information from
any governmental agency that indicates such agency is investigating whether
Borrower may be potentially responsible for a release, disposal or discharge of
Hazardous Materials.

         (B) Borrower shall promptly notify Lender of any proposed action to be
taken pertaining in any way to the Property to commence any operations that
could reasonably be expected to subject Borrower or the Property to additional
laws, rules or regulations, including laws, rules and regulations requiring
additional or amended environmental permits or licenses which could reasonably
be expected to subject Borrower to any material obligations or requirements
under any Environmental Laws. Borrower shall, at its own expense, provide copies
of such documents or information as Lender may reasonably request in relation to
any matters disclosed pursuant to this Section.

SECTION 5.9 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS. Borrower will (A)
comply with the requirements of all present and future applicable laws, rules,
regulations and orders of any governmental authority in all jurisdictions in
which it is now doing business or may hereafter be doing business, other than
those laws, rules, regulations and orders the noncompliance with which would not
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect, (B) maintain all licenses and permits now held or
hereafter acquired by Borrower, the loss, suspension, or revocation of which, or
failure to renew, could reasonably be expected to have a Material Adverse Effect
and (C) perform, observe, comply and fulfill all of its obligations, covenants
and conditions contained in any Contractual Obligation except where the failure
to so perform, observe or comply would not reasonably be expected to have a
Material Adverse Effect, including the Loan Documents.



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<PAGE>   61

SECTION 5.10 FURTHER ASSURANCES. Borrower Parties and their Affiliates shall,
from time to time, execute and/or deliver such documents, instruments,
agreements, financing statements, and perform such acts as Lender at any time
may reasonably request to evidence, preserve and/or protect the Collateral at
any time securing or intended to secure the Obligations and/or to better and
more effectively carry out the purposes of this Loan Agreement and the other
Loan Documents.

SECTION 5.11 PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall
duly and punctually perform, observe and comply in all material respects with
all of the terms, provisions, conditions, covenants and agreements on its part
to be performed, observed and complied with (i) hereunder and under the other
Loan Documents to which it is a party, (ii) under all Material Agreements and
Material Leases and (iii) all other agreements entered into or assumed by such
Person in connection with the Property, and will not suffer or permit any
material default or event of default (giving effect to any applicable notice
requirements and cure periods) to exist under any of the foregoing except where
the failure to perform, observe or comply with any agreement referred to in this
clause (iii) would not reasonably be expected to have a Material Adverse Effect.
Borrower shall comply with, observe and perform all of Borrower's obligations as
landlord under all Leases and shall enforce the terms, covenants and conditions
contained in the Leases upon the part of the tenants thereunder to be observed
or performed.

SECTION 5.12 LEASES. (A) Without the prior written consent of Lender, which
shall not be unreasonably withheld or delayed, Borrower shall not, nor allow
Manager or any other Person to, (i) enter into any Material Lease; (ii) cancel
or terminate any Material Lease (except to enforce any such Material Lease after
a default thereunder); (iii) amend or modify any Material Lease (except for
minor modifications and amendments entered into in the ordinary course of
business, consistent with prudent property management practices, not materially
and adversely affecting the economic terms of the Material Lease); (iv) approve
any assignment, sublease or underlease of any Material Lease (except as required
pursuant to the express terms of any existing Material Lease or Material Lease
hereafter approved by Lender); or (v) cancel or modify any guaranty, or release
any security deposit, letter of credit, or other item constituting security
pertaining to any Material Lease.

         (B) Notwithstanding the provisions of Section 5.12(A) above, Lender's
consent shall not be required for the creation, assignment, termination,
amendment or modification of any Lease which is not a Material Lease provided
that no Event of Default shall have occurred and be continuing and that the
applicable Lease (other than any Deminimis Lease):

             (i) provides for payment of a net effective rent (after taking into
account any free rent, construction allowances or other concessions granted by
landlord) no less than ninety percent (90%) of the then effective fair market
rent then prevailing for similar properties and leases in the market area;

             (ii) is otherwise on commercially reasonable terms; and

             (iii) is delivered to Lender within twenty (20) days after
execution with Borrower's certification that such Lease satisfies the conditions
of this Section 5.12.



                                       56
<PAGE>   62

         (C) Any request for approval of a Material Lease or assignment,
termination, amendment or modification of any Material Lease shall be made to
Lender in writing and together with such request Borrower shall furnish to
Lender: (i) such biographical and financial information about the proposed
tenant as Lender may reasonably require in conjunction with its review, (ii) a
copy of the proposed form of Lease (or amendment or modification), and (iii) a
summary of the material terms of such proposed Lease (or amendment or
modification) including, without limitation, rental terms and the term of the
proposed Lease and any options.

             Except for security deposits, no Lease (other than Deminimis
Leases) shall provide for payment of rent more than one month in advance, and
Borrower shall not under any circumstances collect any such rent more than one
month in advance. Borrower, at Lender's request, shall furnish Lender with
executed copies of all Leases (other than Deminimis Leases) hereafter made. Each
Lease (other than Deminimis Leases) or a separate agreement with the tenant of
such Lease, in recordable form and substance satisfactory to Lender, shall
specifically provide that such Lease is subordinate to the Deed of Trust; that
the tenant attorns to Lender, such attornment to be effective upon Lender's
acquisition of title to the Property; that the tenant agrees to execute such
further evidences of attornment as Lender may from time to time request; that
the attornment of the tenant shall not be terminated by foreclosure; that in no
event shall Lender, as holder of the Deed of Trust or as successor landlord, be
liable to the tenant for any act or omission of any prior landlord or for any
liability or obligation of any prior landlord occurring prior to the date that
Lender or any subsequent owner acquire title to the Property; and that Lender
may, at Lender's option, accept or reject such attornment. Lender shall enter
into, and, if required by applicable law to provide constructive notice, record
in the county where the subject Property is located, and permit the applicable
tenant to record a subordination, non-disturbance and attornment agreement, in
the form attached hereto as EXHIBIT B, with any tenant (other than an Affiliate
of Borrower) entering into any Material Lease within ten (10) Business Days
after written request therefor by Borrower delivered together with an executed
copy of the applicable Material Lease, and provided that Lender shall have
confirmed that such Material Lease satisfies the conditions of this Section
5.12.

SECTION 5.13 MANAGEMENT; FRANCHISE AGREEMENT.

         (A) Borrower shall cause Manager to manage the Property in accordance
with the Management Agreement including, without limitation, maintaining
inventory in amounts and types customary for hotels comparable to the Property.
Borrower shall (i) diligently perform and observe all of the material terms,
covenants and conditions of the Management Agreement on the part of Borrower to
be performed and observed, (ii) promptly notify Lender of any notice to Borrower
of any default under the Management Agreement of which it is aware and (iii)
promptly deliver to Lender a copy of each financial statement, business plan,
capital expenditures plan, notice, report and estimate received by it under the
Management Agreement. If Borrower shall default in the performance or observance
of any material term, covenant or condition of the Management Agreement on the
part of Borrower to be performed or observed, then, without limiting Lender's
other rights or remedies under this Agreement or the other Loan Documents, and
without waiving or releasing Borrower from any of its obligations hereunder or
under the Management Agreement, Lender shall have the right, but shall be under
no obligation, to pay any sums and to perform any act as may be appropriate to
cause all the material terms, covenants and conditions of the Management
Agreement on the part of Borrower to be



                                       57
<PAGE>   63

performed or observed. Borrower shall cause any new Manager to execute and
deliver a subordination agreement reasonably satisfactory to Lender at the time
of execution and delivery of any Management Agreement.

         (B) Borrower shall not surrender, terminate, cancel, modify, renew or
extend the Management Agreement, or enter into any other Management Agreement
with Manager or any new Manager, or consent to the assignment by the Manager of
its interest under the Management Agreement, in each case without the express
consent of Lender, which consent shall not be unreasonably withheld, and
delivery of Rating Confirmations from each of the Rating Agencies. If at any
time Lender consents to the appointment of a new Manager, such new Manager and
Borrower shall, as a condition of Lender's consent, execute a subordination of
management agreement in the form delivered in connection with the closing of the
Loan. Notwithstanding the foregoing, Lender's consent shall not be required for
appointment of an Acceptable Manager and delivery of Rating Confirmations shall
not be required for appointment of an Acceptable Manager described in clause (i)
of the above definition thereof; provided, however that delivery of Rating
Confirmations shall be required for appointment of an Acceptable Manager
described in clause (ii) of the definition thereof and, in any event, the
Management Agreement with any new Manager including any Acceptable Manager shall
be in form and substance reasonably acceptable to Lender.

         (C) Lender shall have the right to require Borrower to replace the
Manager with a Person chosen by Borrower and reasonably acceptable to Lender,
upon the earliest to occur of any one or more of the following events: (i) upon
the occurrence and during the continuance of an Event of Default; (ii) thirty
(30) days after notice from Lender to Borrower that Manager has engaged in
fraud, gross negligence or willful misconduct arising from or in connection with
its performance under the Management Agreement; or (iii) upon a change of
control of the current Manager or if at any time the Manager is not an Affiliate
of the Person which is the Manager of the Property on the date hereof.

         (D) Borrower shall not enter into any Franchise Agreement without
Lender's prior written consent as to the franchisor and the terms of the
Franchise Agreement and without delivery of a Rating Confirmation from each of
the Rating Agencies. Provided that no Event of Default shall have occurred and
be continuing, Lender's consent shall not be unreasonably withheld, conditioned
or delayed to any proposed Franchise Agreement with an Acceptable Franchisor for
operation of the Property under an Acceptable Franchise Name as a first class
destination convention center hotel in a manner substantially similar to the
current use and operation of the Property. Borrower shall also be required to
deliver to Lender a comfort letter from the franchisor in form and substance
reasonably acceptable to Lender. If Borrower enters into any such Franchise
Agreement, Borrower shall (a) cause the hotel located on the Property to be
operated pursuant to the Franchise Agreement; (b) promptly perform and observe
in all material respects all of the covenants required to be performed and
observed by it under the Franchise Agreement and do all things reasonably
necessary to preserve and to keep unimpaired its material rights thereunder; (c)
promptly notify Lender of any material default under the Franchise Agreement of
which it is aware; (d) promptly deliver to Lender a copy of each material
financial statement, business plan, capital expenditures plan, notice, report
and estimate received by it under the Franchise Agreement; and (e) promptly
enforce in a commercially reasonable manner the performance and observance of
all of the material covenants required to



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<PAGE>   64

be performed and observed by the franchisor under the Franchise Agreement. In
addition, Borrower shall not, without Lender's prior written consent, which
consent shall not be unreasonably withheld, conditioned or delayed: (x) increase
or consent to the increase of the aggregate amount of any fees under any
Franchise Agreement; (y) otherwise modify, change, supplement, alter or amend,
or waive or release any of its material rights and remedies under, any Franchise
Agreement or (z) suffer or permit the occurrence or continuance of a default
beyond any applicable cure period under any Franchise Agreement.

SECTION 5.14 MATERIAL AGREEMENTS. Except for Leases complying with the Loan
Documents, the Management Agreement, the existing Material Agreements described
on Schedule 5.14 attached hereto, the Services Agreements or any Franchise
Agreement complying with the provisions of Section 5.13(D), without Lender's
prior written approval (which approval shall not be unreasonably withheld,
conditioned or delayed), Borrower shall not enter into or become obligated under
any Material Agreement pertaining to the Property, including without limitation
brokerage agreements, unless the same may be terminated without cause and
without payment of a penalty or premium, on not more than thirty (30) days'
prior written notice. Notwithstanding the foregoing, Borrower may enter into
customer contracts for conventions and similar uses of Property facilities
constituting Material Agreements (such contracts, "CONVENTION CONTRACTS")
without Lender's approval provided that (i) any such Convention Contract shall
be substantially in the form of the standard form of Convention Contract
previously delivered to and approved by Lender (with reasonable changes thereto
as necessary to reflect the terms of such contract), and (ii) is otherwise on
Borrower's customary terms.

SECTION 5.15 DEPOSITS; APPLICATION OF RECEIPTS. Borrower will deposit all
Receipts from the Property into, and otherwise comply with, the Accounts
established from time to time hereunder. Subject to Article VII hereof and the
Cash Management Agreement, Borrower shall promptly apply all Receipts to the
payment of all current and past due Operating Expenses, and to the repayment of
all sums currently due or past due under the Loan Documents, including all
payments into the Reserves.

SECTION 5.16 ESTOPPEL CERTIFICATES.

         (A) Within ten (10) Business Days following a request by Lender,
Borrower shall provide to Lender a duly acknowledged written statement
confirming (i) the amount of the outstanding principal balance of the Loan, (ii)
the terms of payment and maturity date of the Note, (iii) the date to which
interest has been paid, (iv) whether any offsets or defenses exist against the
Obligations, and if any such offsets or defenses are alleged to exist, the
nature thereof shall be set forth in detail and (v) that this Loan Agreement,
the Note, the Deed of Trust and the other Loan Documents are legal, valid and
binding obligations of Borrower and have not been modified or amended, or if
modified or amended, describing such modification or amendments.

         (B) Within ten (10) Business Days following a written request by
Borrower, Lender shall provide to Borrower for informational purposes only, a
duly acknowledged written statement setting forth the amount of the outstanding
principal balance of the Loan, the date to which interest has been paid, and
whether Lender has provided Borrower with written notice of any Event of
Default. Compliance by Lender with the requirements of this Section shall be for



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informational purposes only and shall not be deemed to be a waiver of any rights
or remedies of Lender hereunder or under any other Loan Document.

SECTION 5.17 INDEBTEDNESS. No Primary Borrower Party will directly or indirectly
create, incur, assume, guaranty, or otherwise become or remain directly or
indirectly liable with respect to any Indebtedness except for the following
(collectively, "PERMITTED INDEBTEDNESS"):

         (A) the Obligations;

         (B) (i) unsecured trade payables not evidenced by a note and arising
out of purchases of goods or services in the ordinary course of business and
(ii) Indebtedness incurred in the financing of equipment or other personal
property used at any Property in the ordinary course of business, provided that
(a) each such trade payable is payable not later than sixty (60) days after the
original invoice date and is not overdue by more than thirty (30) days and (b)
the aggregate amount of such trade payables and Indebtedness relating to
financing of equipment and personal property referred to in clauses (i) and (ii)
above outstanding does not, at any time, exceed five percent (5%) of the
original principal amount of the Loan. In no event shall any Indebtedness other
than the Loan be secured, in whole or in part, by the Property or any portion
thereof or interest therein; and

         (C) that certain loan in the amount of $100,000,000 (the "MEZZANINE
LOAN") from Merrill Lynch Mortgage Capital Inc. (together with its successors or
permitted assigns, the "MEZZANINE LENDER") to Member (in such capacity, the
"MEZZANINE BORROWER") to be made on the Closing Date, subject to the following
conditions:

             (i) The Mezzanine Loan will be evidenced by a loan agreement and
promissory note in favor of the Mezzanine Lender and secured by a pledge
agreement encumbering the Mezzanine Borrower's membership interest in Borrower
(but in no event shall the Mezzanine Loan be secured by a Lien on the Property
or any other Collateral for the Loan), and each of such documents evidencing and
securing the Mezzanine Loan shall be in form and substance acceptable to Lender
(such documents together with any and all other documents and agreements
evidencing and securing the Mezzanine Loan, as amended, the "MEZZANINE LOAN
DOCUMENTS").

             (ii) The Mezzanine Lender will deliver to Lender a subordination
and intercreditor agreement substantially in the form attached hereto as Exhibit
C (such agreement, as same may be amended, modified or restated and any
successor or replacement agreements therefor, the "INTERCREDITOR AGREEMENT").

             (iii) The Mezzanine Loan may not be refinanced (although it may be
extended pursuant to the terms and conditions of the Mezzanine Loan Agreement
and the Intercreditor Agreement) except with an Institutional Lender/Owner and
subject to the following terms and conditions: (a) the principal amount of the
new Mezzanine Loan (the "NEW MEZZANINE LOAN") shall not exceed the lesser of (i)
$100,000,000 and (ii) an amount which will produce an aggregate Debt Service
Coverage Ratio (calculated based upon Pro Forma Net Operating Income for the
Property for the 12 month period ended immediately prior to such refinancing and
projected debt service on the Loan and the New Mezzanine Loan for the 12 months
following



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such refinancing with debt service on the Loan calculated at an interest rate
equal to the sum of the Cap Threshold Rate (or applicable Extension Cap
Threshold Rate, as the case may be) plus the then Applicable Spread and
including required principal amortization payments under Section 2.4(A) and debt
service under the New Mezzanine Loan calculated in the same manner (giving
effect to any interest rate cap maintained with respect to the New Mezzanine
Loan)) of at least 1.05:1.0; (b) the monthly debt service on the New Mezzanine
Loan shall not exceed the monthly debt service on the existing Mezzanine Loan;
(c) the maturity date of the New Mezzanine Loan shall be on or after the
Maturity Date of the Loan; (d) the New Mezzanine Loan documents shall be in form
and substance reasonably acceptable to Lender; (e) the Mezzanine Lender shall
have delivered a Rating Confirmation from each of the Rating Agencies; (f) the
holder of the New Mezzanine Loan shall have executed and delivered a
subordination and intercreditor agreement substantially in the form of that
delivered by the Mezzanine Lender at Closing and otherwise in form and substance
reasonably acceptable to Lender; and (g) Borrower shall have paid all of
Lender's reasonable costs and expenses incurred in connection with the review
and approval of the New Mezzanine Loan and execution and delivery of all
documents provided above including, without limitation, reasonable attorney's
fees and disbursements.

             (iv) The Mezzanine Loan shall be subject to the approval of each
Rating Agency.

SECTION 5.18 NO LIENS. The obligations of Borrower under this Section are in
addition to and not in limitation of its obligations under Article XI herein.
Borrower shall not create, incur, assume or permit to exist any Lien on or with
respect to the Property, any other Collateral or any such direct or indirect
ownership interest in Borrower, except Permitted Encumbrances (and except for
Liens on ownership interests in Borrower in connection with any Mezzanine Loan
in accordance with Section 5.17(C)).

SECTION 5.19 CONTINGENT OBLIGATIONS. Borrower shall not directly or indirectly
create or become or be liable with respect to any Contingent Obligation except
Contingent Obligations existing on the Closing Date and described in SCHEDULE
4.4.

SECTION 5.20 RESTRICTION ON FUNDAMENTAL CHANGES. Except as otherwise expressly
permitted under this Loan Agreement:

         (A) Neither Borrower nor Member shall, or shall permit any other Person
to, (i) amend, modify or waive any term or provision of its partnership
agreement, certificate of limited partnership, articles of incorporation,
by-laws, articles of organization, operating agreement or other organizational
documents, unless required by law; or (ii) liquidate, wind-up or dissolve
Borrower or Member.

         (B) Neither Borrower nor Member shall acquire by purchase or otherwise
all or any part of the business or assets of, or stock or other evidence of
beneficial ownership of, any Person.

SECTION 5.21 TRANSACTIONS WITH RELATED PERSONS. Except for fees payable to
Manager under the Management Agreement or payments or other charges to Guarantor
or its Affiliates for services rendered under the Services Agreements, Borrower
shall not pay any management,



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consulting, director or similar fees to any Related Person of Borrower or to any
director, officer or employee of Borrower. Borrower shall not directly or
indirectly enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Related Person of Borrower or with any director, officer or
employee of any Borrower Party, except transactions in the ordinary course of
and pursuant to the reasonable requirements of the business of Borrower and upon
fair and reasonable terms as set forth in the Services Agreement or as otherwise
fully disclosed to Lender prior to consummation and are no less favorable to
Borrower than would be obtained in a comparable arm's length transaction with a
Person that is not a Related Person of Borrower. Borrower shall not make any
payment or permit any payment to be made to any Related Person of Borrower when
or as to any time when any Event of Default shall exist.

SECTION 5.22 BANKRUPTCY, RECEIVERS, SIMILAR MATTERS.

         (A) VOLUNTARY CASES. Neither any Borrower Party nor Member shall
commence a voluntary case under the Bankruptcy Code or under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect.

         (B) INVOLUNTARY CASES, RECEIVERS, ETC. Neither any Borrower Party, nor
Member or Related Person of any Borrower Party shall apply for, consent to, or
aid, solicit, support, or otherwise act, cooperate or collude to cause the
appointment of or taking possession by, a receiver, trustee or other custodian
for all or a substantial part of the assets of any Borrower Party or Member. As
used in this Loan Agreement, an "INVOLUNTARY BORROWER PARTY BANKRUPTCY" shall
mean any involuntary case under the Bankruptcy Code or any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, in which
any Borrower Party or Member is a debtor or any portion of the Property is
property of the estate therein. No Borrower Party or Member and no Related
Person of any Borrower Party shall file a petition for, consent to the filing of
a petition for, or aid, solicit, support, or otherwise act, cooperate or collude
to cause the filing of a petition for an Involuntary Borrower Party Bankruptcy.
In any Involuntary Borrower Party Bankruptcy, neither any Borrower Party, nor
Member or any Related Person of any Borrower Party shall, without the prior
written consent of Lender, consent to the entry of any order, file any motion,
or support any motion (irrespective of the subject of the motion), and neither
any Borrower Party, nor Member or any such Related Person shall file or support
any plan of reorganization. Each Borrower Party and Member having any interest
in any Involuntary Borrower Party Bankruptcy shall do all things reasonably
requested by Lender to assist Lender in obtaining such relief as Lender shall
seek, and shall in all events vote as directed by Lender. Without limitation of
the foregoing, each such Borrower Party and Member shall do all things
reasonably requested by Lender to support any motion for relief from stay or
plan of reorganization proposed or supported by Lender.

SECTION 5.23 ERISA.

         (A) NO ERISA PLANS. None of the Primary Borrower Parties will establish
any Employee Benefit Plan, Pension Plan or Multiemployer Plan, or will commence
making contributions to (or become obligated to make contributions to) any
Employee Benefit Plan, Pension Plan or Multiemployer Plan other than
contributions to the plans described on Schedule 4.14.



                                       62
<PAGE>   68

         (B) COMPLIANCE WITH ERISA. Borrower shall not: (i) engage in any
prohibited transaction under Section 406 of ERISA or Section 4975 of the IRC; or
(ii) permit the establishment of any Employee Benefit Plan providing
post-retirement welfare benefits or establish or amend any Employee Benefit Plan
which establishment or amendment could result in liability to Borrower or any
ERISA Affiliate or increase the obligation of Borrower, except for the existing
Plans that currently provide post-retirement welfare benefits as set forth on
Schedule 4.14 attached hereto.

         (C) NO PLAN ASSETS. Borrower shall not at any time during the term of
this Loan Agreement become (1) an employee benefit plan defined in Section 3(3)
of ERISA which is subject to ERISA, (2) a plan as defined in Section 4975(e)(1)
of the IRC which is subject to Section 4975 of the IRC, (3) a "governmental
plan" within the meaning of Section 3(32) of ERISA or (4) an entity any of whose
underlying assets constitute "plan assets" of any such employee benefit plan,
plan or governmental plan for purposes of Title I or ERISA, Section 4975 of the
IRC or any state statutes applicable to the Borrowers regulating investments of
governmental plans.

SECTION 5.24 PRESS RELEASE. No Borrower Party shall, or permit any other within
its control to, disclose the name of Lender or terms of this Loan Agreement or
the Loan Documents in any press release without the prior written consent of
Lender, not to be unreasonably withheld or delayed.

SECTION 5.25 LENDER'S EXPENSES. Borrower shall pay, on demand by Lender, all
reasonable expenses, charges, costs and fees (including reasonable attorneys'
fees and expenses) in connection with the negotiation, documentation, closing,
administration, servicing, enforcement interpretation, and collection of the
Loan and the Loan Documents, and in the preservation and protection of Lender's
rights hereunder and thereunder. Without limitation Borrower shall pay all costs
and expenses, including reasonable attorneys' fees, incurred by Lender in any
case or proceeding under the Bankruptcy Code (or any law succeeding or replacing
any of the same). At the Closing, Lender is authorized to pay directly from the
proceeds of the Loan any or all of the foregoing expenses then or theretofore
incurred.

                                   ARTICLE VI
                                    RESERVES

SECTION 6.1 SECURITY INTEREST IN RESERVES; OTHER MATTERS PERTAINING TO RESERVES.

         (A) Borrower hereby pledges, assigns and grants to Lender a security
interest in and to all of Borrower's right, title and interest in and to the
Reserves, as security for payment and performance of all of the Obligations
hereunder and under the Note and the other Loan Documents. The Reserves
constitute Account Collateral and are subject to the security interest in favor
of Lender created herein and all provisions of this Loan Agreement and the other
Loan Documents pertaining to Account Collateral.

         (B) In addition to the rights and remedies provided in Article VII and
elsewhere herein, upon the occurrence of any Event of Default, Lender shall have
all rights and remedies pertaining to the Reserves as are provided for in any of
the Loan Documents or under any



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<PAGE>   69

applicable law. Without limiting the foregoing, upon and at all times after the
occurrence and during the continuance of an Event of Default, Lender in its sole
and absolute discretion, may use the Reserves (or any portion thereof) for any
purpose, including but not limited to any combination of the following: (i)
payment of any of the Obligations including the Prepayment Consideration
applicable upon such payment in such order as Lender may determine in its sole
discretion; provided, however, that such application of funds shall not cure or
be deemed to cure any default; (ii) reimbursement of Lender for any losses or
expenses (including, without limitation, reasonable legal fees) suffered or
incurred as a result of such default; (iii) payment for the work or obligation
for which such Reserves were reserved or were required to be reserved; and (iv)
application of the Reserves in connection with the exercise of any and all
rights and remedies available to Lender at law or in equity or under this Loan
Agreement or pursuant to any of the other Loan Documents. Nothing contained in
this Loan Agreement shall obligate Lender to apply all or any portion of the
funds contained in the Reserves during the continuance of an Event of Default to
payment of the Loan or in any specific order of priority.

SECTION 6.2 FUNDS DEPOSITED WITH LENDER.

         (A) INTEREST, OFFSETS. Except only as expressly provided otherwise
herein, all funds of Borrower which are deposited with Lender as Reserves
hereunder shall be held by Lender in one or more Permitted Investments. Lender
is authorized to commingle any of the Reserves with each other. All interest
which accrues on the Reserves shall be taxable to Borrower and shall be added to
and disbursed in the same manner and under the same conditions as the principal
sum on which said interest accrued. Additional provisions pertaining to
investments are set forth in Article VII. After repayment of all of the
Obligations, all funds held as Reserves will be returned to Borrower.

         (B) FUNDING AT CLOSING. Borrower shall deposit with Lender the amounts
necessary to fund each of the Reserves as set forth below. Deposits into the
Reserves at Closing may occur by deduction from the amount of the Loan that
otherwise would be disbursed to Borrower, followed by prompt deposit of the same
into the applicable Sub-Account of the Central Account in accordance with the
Cash Management Agreement. Notwithstanding such deductions, the Loan shall be
deemed for all purposes to be fully disbursed at Closing.

SECTION 6.3 IMPOSITIONS AND INSURANCE RESERVE. On the Closing Date, Borrower
shall deposit with Lender (or the Servicer or such agent of Lender as Lender may
designate in writing to Borrower from time to time) $1,354,668 and, pursuant to
the Cash Management Agreement, Borrower shall deposit monthly, on each Payment
Date commencing on April 30, 2001, 1/12th of the annual charges (as reasonably
estimated by Lender) for all Impositions and all Insurance Premiums payable with
respect to the Property hereunder (said funds, together with any interest
thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). For
purposes of this Section 6.3, the amount of Insurance Premiums required to be
escrowed hereunder shall be calculated assuming that the insurance coverages
required under Section 5.4 are maintained for the Property on a stand alone
basis (rather than as part of blanket policies covering the Property and other
properties of Borrower's Affiliates) (such insurance policies, "STAND ALONE
INSURANCE POLICIES") as determined by Lender in its sole good faith discretion.
The initial amount of the monthly deposit to be made to the Impositions and
Insurance Reserve from and after the date hereof is $688,000. Borrower shall
also deposit with Lender on demand, to be added to and



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<PAGE>   70

included within such reserve, a sum of money which Lender reasonably estimates,
together with such monthly deposits, will be sufficient to make the payment of
each such charge at least thirty (30) days prior to the date initially due or,
with respect to Impositions, the date same become delinquent. Borrower shall
provide Lender with tax bills and all other documents necessary for the payment
of Impositions at least thirty (30) days prior to the date on which each payment
of Impositions shall first become due. So long as (i) no Event of Default has
occurred and is continuing, (ii) Borrower has provided Lender with the foregoing
tax bills and other documents in a timely manner, and (iii) sufficient funds are
held by Lender for the payment of the Impositions relating to the Property,
Lender shall pay said Impositions or disburse to Borrower from such Reserve an
amount sufficient to pay said Impositions. Borrower shall also provide
certificates of insurance or other evidence of renewal (including evidence of
payment) of the insurance policies required to be maintained under Section 5.4
at least fifteen (15) Business Days prior to the expiration of each of such
insurance policies. If Borrower fails to deliver such certificates of insurance
or other evidence of renewal and payment within the above time period, Lender
may use funds available in the Impositions and Insurance Reserve to purchase
Stand Alone Insurance Policies for the Property on Borrower's behalf. Borrower
hereby appoints Lender as Borrower's attorney-in-fact for such purposes, which
power of attorney is coupled with an interest and irrevocable. If the amount
then held in the Impositions and Insurance Reserve on account of Insurance
Premiums shall be less than the actual insurance premiums payable for such Stand
Alone Insurance Policies, Borrower shall be required to pay (or reimburse Lender
for) such deficiency within two (2) Business Days after request therefor from
Lender. If Borrower provides such certificates of insurance or evidence of
renewal and payment within the above time period, then Lender shall disburse to
Borrower the amount then held in the Impositions and Insurance Reserve on
account of the portion of Insurance Premiums attributable to the insurance
policies for which such evidence of renewal was delivered.

SECTION 6.4 FF&E RESERVE. Pursuant to the Cash Management Agreement, Borrower
shall deposit with Lender (or its Servicer or agent) monthly, on each Payment
Date commencing with April 30, 2001, the Monthly FF&E Payment (as hereinafter
defined), for the purpose of creating a reserve for Approved FF&E Expenditures
(as hereinafter defined) and Replacements in accordance with the applicable FF&E
Budget approved by Lender (said funds, together with any interest thereon and
additions thereto, the "FF&E RESERVE"). The amount to be deposited by Borrower
with Lender in the FF&E Reserve on each Payment Date (such amount, the "MONTHLY
FF&E PAYMENT") shall be equal to one-twelfth (1/12) of 4.0% of the Operating
Revenues (excluding service charges) generated from the Property for the prior
calendar year (the "MEASUREMENT YEAR"); provided that until Operating Revenues
for any Measurement Year have been determined, Borrower shall continue to make
Monthly FF&E Payments in the succeeding calendar year in the amount in effect
for the applicable prior year. The initial amount of the Monthly FF&E Payment to
be made to the FF&E Reserve from and after the date hereof is $749,853. Upon
determination of Operating Revenues for the Measurement Year, the required
Monthly FF&E Payments for the succeeding calendar year shall be recalculated and
Borrower shall be required to deposit into the FF&E Reserve, within ten (10)
Business Days after such determination, any shortfall between such required
Monthly FF&E Payments and the actual Monthly FF&E Payments theretofore made by
Borrower in such year. If the actual Monthly FF&E Payments theretofore made by
Borrower in any year exceed the required Monthly FF&E Payments as recalculated
based on the actual Operating Revenues for the Measurement Year, the amount of
such excess shall be applied as a credit against future Monthly FF&E Payments as



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<PAGE>   71

they become due hereunder. Borrower shall be required to perform the capital
repairs and improvements to the Property during the calendar years 2001 and 2002
as described on Schedule 6.4 (the "REQUIRED REPAIRS"). In addition to the
Required Repairs, Borrower shall also perform such capital repairs, improvements
and replacements of FF&E (the "REPLACEMENTS") that are reasonably necessary or
appropriate in accordance with sound hotel management practices in order to keep
the Property in good operating condition and repair consistent with other first
class convention center hotel properties, and to keep the Property or any
portion thereof from deteriorating. Upon Borrower's request for disbursement,
Lender shall disburse funds from the FF&E Reserve to or for the account of
Borrower, to reimburse Borrower for the amount of Borrower's actual bona fide
out-of-pocket expenditures for (i) Required Repairs and (ii) Replacements which
are consistent with the FF&E Budget and which are not part of the Capital
Improvement Plan ("APPROVED FF&E EXPENDITURES"), on the Payment Date following
such request, upon satisfaction by Borrower of each of the conditions listed on
Schedule 6.6 and each of the conditions set forth in Section 6.6.

SECTION 6.5 CAPITAL IMPROVEMENT RESERVE; REQUIRED CAPITAL IMPROVEMENTS. At
Closing, Borrower shall reserve from the proceeds of the Loan and shall deposit
with Lender (or its Servicer or agent) $20,000,000 (said funds, together with
any interest thereon, the "CAPITAL IMPROVEMENT RESERVE"), which funds shall be
made available to Borrower solely for payment of certain Capital Improvements
required to be made to the Property and designated as "Required Capital
Improvements" on the Capital Improvement Plan attached hereto as Exhibit A (the
"REQUIRED CAPITAL IMPROVEMENTS") (or other Capital Improvements approved by
Lender in its reasonable discretion) and shall not be used by Borrower for
purposes for which any other Reserve is established. Borrower shall promptly
commence and diligently prosecute completion of the Required Capital
Improvements within twenty-four (24) months after the date hereof. Upon
Borrower's request for disbursement, Lender shall disburse funds from the
Capital Improvement Reserve to or for the account of Borrower, to reimburse
Borrower for the amount of Borrower's actual bona fide out-of-pocket
expenditures for such Required Capital Improvements ("APPROVED CAPITAL
IMPROVEMENT EXPENDITURES"), on the Payment Date following such request, upon
satisfaction by Borrower of each of the conditions listed on Schedule 6.6 and
each of the conditions set forth in Section 6.6. Subject to the foregoing
conditions, any remaining balance in the Capital Improvement Reserve after the
Required Capital Improvements under the Capital Improvement Plan have been
completed to Lender's reasonable satisfaction and paid for shall be promptly
disbursed to Borrower.

SECTION 6.6 CONDITIONS TO DISBURSEMENTS FROM FF&E RESERVE AND CAPITAL
IMPROVEMENT RESERVE; PERFORMANCE OF WORK.

         (A) DISBURSEMENTS FROM THE FF&E RESERVE AND CAPITAL IMPROVEMENT
RESERVE. Upon Borrower's request for disbursement, Lender shall disburse funds
from the FF&E Reserve or the Capital Improvement Reserve (such Reserves, the
"WORK RESERVES") to or for the account of Borrower, to reimburse Borrower for
Approved FF&E Expenditures or Approved Capital Improvement Expenditures,
respectively (collectively, "APPROVED EXPENDITURES"; and the related
Replacements or Required Capital Improvements to which any such request for
disbursement relates shall be referred to as the "WORK"), on the Payment Date
following such request, upon satisfaction of each of the conditions listed on
Schedule 6.6 and each of the conditions set forth below:



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<PAGE>   72

             (i) Except as provided in this Section 6.6, each request for
disbursement from the Work Reserves shall be made only after completion of the
Approved Expenditures for which disbursement is requested.

             (ii) If (i) the cost of a particular item of the Approved
Expenditures exceeds $25,000, (ii) the contractor performing such item of the
Approved Expenditures requires periodic payments pursuant to the terms of a
written contract, and (iii) Lender has approved in writing in advance such
periodic payments (such approval not to be unreasonably withheld or delayed), a
request for disbursement from the Work Reserves may be made after completion of
a portion of the work under such contract, provided (1) such contract requires
payment upon completion of such portion of the work, (2) the materials for which
the request is made are on site at the Property and are properly secured or have
been installed in the Property, (3) all other conditions in this Loan Agreement
for disbursement have been satisfied, (4) funds remaining in the FF&E Reserve
together with the amounts that are scheduled to be deposited therein by Borrower
pursuant to Section 6.4(A) are, in Lender's reasonable judgment, sufficient to
complete such item of the Replacements and other Replacements when required
and/or funds remaining in the Capital Improvement Reserve are, in Lender's
reasonable judgment, sufficient to complete such item of Required Capital
Improvements and any other Required Capital Improvements remaining to be
performed, as the case may be, and (5) if required by Lender, each contractor or
subcontractor receiving payments under such contract shall provide a waiver of
lien with respect to amounts which have been paid to that contractor or
subcontractor.

             (iii) To the extent the contract with the relevant contractor or
supplier provides for a retainage, each disbursement from a Work Reserve, except
for a final disbursement, shall be in the amount of actual costs incurred less
the percentage of such costs that the contract with the relevant contractor or
supplier specifies to be retained and advanced as part of the final
disbursement. No funds will be advanced for materials stored at the Property
unless such materials are properly stored and secured at the Property in
accordance with Borrower's customary procedures and sound construction practices
as reasonably determined by Lender.

             (iv) The amount of all invoices in connection with the Work with
respect to which a disbursement is requested and which has been approved by
Lender shall be disbursed by Lender either directly to Borrower (in which event,
Borrower covenants and agrees to promptly pay such invoices) or, if an Event of
Default has occurred and is continuing, at Lender's option and in Lender's sole
and absolute discretion, directly to the contractor, supplier, materialman,
mechanic or subcontractor indicated on said invoices unless already paid by
Borrower and Lender has received satisfactory evidence of such payment in which
case Lender shall reimburse Borrower. In the event that Borrower requests that
any amounts be disbursed directly to Borrower pursuant to the foregoing
sentence, Borrower shall be required to deliver evidence reasonably acceptable
to Lender of payment of all invoices for which disbursements were previously
made to Borrower as a condition to such requested disbursement.

             (v) No more than one disbursement will be made by Lender from a
Work Reserve in any calendar month and no disbursement will be made on any day
other than a Payment Date. Lender shall not be required to make any disbursement
from a Work Reserve with respect to the Property unless such requested
disbursement is in an amount equal to or greater than $10,000.



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<PAGE>   73

             (vi) Lender reserves the right, at its option and as a condition to
any disbursement from a Work Reserve, to approve (i) all drawings and plans and
specifications, if any, for any Work which require aggregate payments in amounts
exceeding $500,000 and (ii) all contracts and work orders with materialmen,
mechanics, suppliers, subcontractors, contractors and other parties providing
labor or materials in connection with any Work which require aggregate payments
in amounts exceeding $500,000. Any such approval shall not be unreasonably
withheld, conditioned or delayed and shall be deemed given if Lender fails to
respond within ten (10) Business Days after Lender receives all information
reasonably required to adequately review such drawings, plans and
specifications, contracts or work orders. Upon Lender's request, Borrower shall
assign any drawings, plans and specifications, contracts or subcontracts to
Lender. Drawings, plans and specifications, contracts and work orders approved
by Lender shall not be changed in any material respect without Lender's prior
written consent, which consent shall not be unreasonably withheld.

             (vii) For any Work which requires aggregate payments in amounts
exceeding $500,000, Lender may require an inspection of the Property prior to
making a monthly disbursement from the applicable Work Reserve in order to
verify completion of the work for which disbursement is sought. Lender may
require that such inspection be conducted by an appropriate independent
qualified architect or engineer selected by Lender and/or may require a copy of
a certificate of completion by an independent qualified architect or engineer
based in Nashville, Tennessee and otherwise acceptable to Lender prior to the
disbursement of any amounts from the applicable Work Reserve. Borrower shall pay
the reasonable, out-of-pocket expense of such inspections as required hereunder,
whether such inspections are conducted by Lender or by an independent qualified
professional, up to a maximum of four (4) such inspections during any calendar
year. If Lender should require more than four (4) such inspections during any
calendar year, unless a Default has occurred during such calendar year, the
expense of each additional inspection in any calendar year (over the four
maximum) shall be borne by Lender. Such expenses payable by Borrower may be paid
from the FF&E Reserve.

         (B) PERFORMANCE OF WORK.

             (i) Borrower shall complete all Work in a good and workmanlike
manner as soon as practicable following the commencement thereof. The
insufficiency of the balance in the applicable Work Reserve shall not relieve
Borrower from its obligation to perform and complete the related Work as herein
provided or to fulfill all other preservation and maintenance covenants in the
Loan Documents.

             (ii) In the event Lender determines in its reasonable discretion
that any Work is not being performed in a workmanlike or timely manner or that
any Work has not been completed in a workmanlike manner, Lender shall have the
option to withhold disbursement for such unsatisfactory work and so notify
Borrower with reasonable detail regarding the basis for Lender's dissatisfaction
and, after the expiration of thirty (30) days from the giving of such notice by
Lender to Borrower of such unsatisfactory work without the cure thereof (or, if
such unsatisfactory work is susceptible of a cure but cannot reasonably be cured
within said 30-day period and provided that Borrower shall have commenced to
cure such unsatisfactory work within said 30-day period and thereafter
diligently and expeditiously proceeds to cure the same, after the expiration of
such longer period as is reasonably necessary for Borrower in the exercise



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<PAGE>   74

of due diligence to cure such unsatisfactory work, up to a maximum of an
additional sixty (60) days, without the cure thereof), Lender may proceed under
existing contracts or contract with third parties to complete such Work, as the
case may be, and apply amounts contained in the applicable Work Reserve toward
the labor and materials necessary to complete the same, without providing any
additional prior notice to Borrower, and exercise any and all other remedies
available to Lender upon and during the continuance of an Event of Default
hereunder.

             (iii) In order to facilitate Lender's completion or making of any
Work pursuant to Section 6.6(B)(ii) above, Borrower grants Lender the right to
enter onto the Property after the expiration of the notice specified above and
perform any and all work and labor necessary to complete the applicable Work
and/or employ watchmen to protect the Property from damage. All sums so expended
by Lender shall be deemed to have been advanced under the Loan to Borrower and
secured by the Deed of Trust. For this purpose, Borrower constitutes and
appoints Lender its true and lawful attorney-in-fact with full power of
substitution to complete or undertake the applicable Work in the name of
Borrower pursuant to Section 6.6(B)(ii) above. Such power of attorney shall be
deemed to be a power coupled with an interest and cannot be revoked. Borrower
empowers said attorney-in-fact as follows: (i) to use any funds in the
applicable Work Reserve for the purpose of making or completing any Work; (ii)
to make such additions, changes and corrections to any Work as shall be
reasonably necessary or desirable to complete the same; (iii) to employ such
contractors, subcontractors, agents, architects and inspectors as shall be
required for such purposes; (iv) to pay, settle or compromise all existing bills
and claims which are or may become Liens against the Property, or as may be
necessary or desirable for the completion of any Work, or for clearance of
title; (v) to execute all applications and certificates in the name of Borrower
which may be required by any of the contract documents; (vi) in its reasonable
discretion, to prosecute and defend all actions or proceedings in connection
with the Property or the rehabilitation and repair of the Property; and (vii) to
do any and every act which Borrower might do in its own behalf to fulfill the
terms of this Loan Agreement.

             (iv) Nothing in this Section shall: (i) make Lender responsible for
making or completing any Work; (ii) require Lender to expend funds in addition
to the amounts on deposit in the applicable Work Reserve to make or complete any
Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to
demand from Borrower additional sums to make or complete any Work.

             (v) Borrower shall permit Lender and Lender's agents and
representatives (including, without limitation, Lender's engineer, architect or
inspector) or third parties performing any Work pursuant to this Section 6.6 to
enter onto the Property during normal business hours upon reasonable notice
(subject to the rights of tenants under their Leases) to inspect the progress of
any Work and all materials being used in connection therewith, to examine all
plans and shop drawings relating thereto which are or may be kept at the
Property, and to complete any Work made pursuant to Section 6.6(B)(ii). Borrower
shall cause all contractors and subcontractors to cooperate with Lender or
Lender's representatives or such other persons described above in connection
with inspections described in this Section 6.6(B) or the completion of the Work
pursuant to this Section 6.6(B).



                                       69
<PAGE>   75

             (vi) All Work and all materials, equipment, fixtures and any other
item comprising a part thereof shall be constructed, installed or completed, as
applicable, free and clear of all mechanic's, materialman's or other liens
(except for the Permitted Encumbrances).

             (vii) All Work shall comply with all applicable legal requirements
of all Governmental Authorities having jurisdiction over the Property and
applicable insurance requirements, including, without limitation, applicable
building codes, special use permits, environmental regulations and requirements
of insurance underwriters.

         (C) INDEMNIFICATION. Borrower shall indemnify Lender and hold Lender
harmless from and against any and all actions, suits, claims, demands,
liabilities, losses, damages, obligations, costs and expenses (including,
without limitation, litigation costs and reasonable attorneys fees and expenses)
arising from or in any way connected with the performance of the Work, except to
the extent caused by the bad faith, willful misconduct or gross negligence of
Lender. Borrower shall assign to Lender all rights and claims Borrower may have
against all Persons supplying labor or materials in connection with the Work;
provided, however, that Lender may not pursue any such right or claim unless an
Event of Default has occurred and remains uncured.

SECTION 6.7 SELF-INSURANCE RESERVE. On the Closing Date, Borrower shall deposit
with Lender (or its Servicer or agent) $1,300,000 (said funds together with any
interest thereon, the "SELF-INSURANCE RESERVE"), which funds shall be held by
Lender in an Eligible Account (the "SELF-INSURANCE RESERVE ACCOUNT") in
connection with Borrower's self-insurance program with respect to liability
insurance and worker's compensation as described in Section 5.4. Borrower shall
at all times maintain a balance in the Self-Insurance Reserve Account of not
less than the greater of (a) $1,300,000 and (b) 125% of the aggregate amount of
estimated claims payable during the following twelve (12) months as set forth in
the Insurance Committee Certificate (as defined below) for that month (the
"SELF-INSURANCE RESERVE MINIMUM BALANCE"). On a monthly basis, promptly after
the meeting of Borrower's insurance claims review committee (the "INSURANCE
COMMITTEE"), Borrower shall deliver notice (the "INSURANCE COMMITTEE
CERTIFICATE") in form and substance acceptable to Lender executed by an
independent certified claims adjuster that is a member of the Insurance
Committee setting forth (i) all pending and threatened claims (and known
incidents that may result in a claim) to be covered by Borrower's
self-insurance, and with respect to each such claim: (A) the nature of such
claim and amount thereof (if available), (B) the opinion of the Insurance
Committee as to the likelihood of recovery by the plaintiff thereunder and (C)
the Insurance Committee's estimate of the amount which will be required to be
paid to settle such claim and the estimated date that such claim will be payable
(including the estimated length of time required for settlement or litigation of
such claim) and (ii) the aggregate amount estimated to be payable from
self-insurance during the next twelve (12) months. If, at any time, the balance
in the Self-Insurance Reserve Account shall be less than the Self-Insurance
Reserve Minimum Balance (such deficiency, a "SELF-INSURANCE DEFICIENCY"), such
Self-Insurance Deficiency shall be payable to the Self-Insurance Reserve Account
from funds available in the Central Account pursuant to Section 3.3 of the Cash
Management Agreement. Notwithstanding the foregoing, if Borrower, in lieu of
self-insuring the liability and worker's compensation coverages described above,
shall hereafter purchase and maintain the insurance policies required for
liability and worker's compensation under Sections 5.4(vii) and (viii),
respectively, which policies shall be with carriers, in amounts and with
deductibles



                                       70
<PAGE>   76

reasonably acceptable to Lender and otherwise comply with the requirements of
Section 5.4, then Borrower shall have no further obligation to maintain the
Self-Insurance Reserve Account or the Self-Insurance Reserve Minimum Balance
under this Section 6.7. In such event, any balance then available in the
Self-Insurance Reserve Account shall be promptly paid to Borrower, provided that
Borrower shall apply such funds to payment of any outstanding claims payable
which were to be covered by Borrower's self-insurance to the extent such funds
are necessary to satisfy same.

                                  ARTICLE VII
                           LOCK BOX, CLEARING ACCOUNT;
                        CENTRAL ACCOUNT; CASH MANAGEMENT

SECTION 7.1 ESTABLISHMENT OF LOCK BOX, CLEARING ACCOUNT AND CENTRAL ACCOUNT.

         (A) (i) LOCK BOX; CLEARING ACCOUNT. On or before the Closing Date,
Borrower shall establish, at Borrower's cost and expense, a lock box (the "LOCK
BOX") and related lock box account which shall be an Eligible Account in the
name of Lender, as secured party hereunder (said account, and any account
replacing same in accordance with this Loan Agreement and the Clearing Account
Agreement, the "CLEARING ACCOUNT") with a financial institution selected or
otherwise approved by Lender (the "CLEARING BANK"), pursuant to an agreement
(the "CLEARING ACCOUNT AGREEMENT") in Lender's form or otherwise in form and
substance acceptable to Lender, executed and delivered by Borrower and the
Clearing Bank. The LockBox and the Clearing Account shall be under the sole
dominion and control of Lender (which dominion and control may be exercised by
Servicer). Among other things, the Clearing Account Agreement shall provide that
Borrower shall have no access to or control over the Lock Box or the Clearing
Account, that all deposits into the Lock Box shall be deposited by the Clearing
Bank into the Clearing Account as received, and that all available funds on
deposit in the Clearing Account shall be deposited by wire transfer (or transfer
via the ACH System) on a daily basis by the Clearing Bank into the Central
Account, for application in accordance with the Cash Management Agreement.
Provided no Event of Default and exercise of remedies has occurred, Borrower
shall be entitled to receive copies of bank statements and other information
made available by the Clearing Bank and the Central Account Bank concerning the
Clearing Account and the Central Account.

             (ii) Upon establishing the Lock Box and Clearing Account, (1)
Borrower shall instruct, by irrevocable written direction, in Lender's form or
otherwise in form and substance acceptable to Lender, each tenant and other
Person from time to time party to any Lease or other agreement pursuant to which
Operating Revenues are payable to Borrower or Manager on a recurring basis
(including without limitation all Persons paying or disbursing credit card
receivables (the "CREDIT CARD COMPANIES")) to pay all Rents and other amounts
owed under such Leases and other agreements directly to the Lock Box, unless
Lender shall otherwise direct in writing, and (2) Borrower shall obtain an
agreement (each, a "CREDIT CARD RECEIVABLES PAYMENT DIRECTION LETTER") from each
of the Credit Card Companies, in Lender's form or otherwise in form and
substance acceptable to Lender, pursuant to which the Credit Card Companies
agree to pay all credit card receivables into the Lock Box, and acknowledge and
agree that Lender shall have a first priority perfected security interest in
such credit card receivables. Borrower shall cause any and all other Receipts
(including Rents that are not paid



                                       71
<PAGE>   77

into the Clearing Account in accordance with the foregoing) to be deposited
promptly into the Clearing Account and in no event later than two (2) Business
Days after the same are paid to or for the benefit of Borrower. To the extent
that Borrower or any Person on Borrower's behalf holds any Receipts, whether in
accordance with this Loan Agreement or otherwise, Borrower shall be deemed to
hold the same in trust for Lender for the protection of the interests of Lender
hereunder and under the Loan Documents. Borrower represents and warrants that,
as of the date hereof, the only Credit Card Companies paying or disbursing
credit card receivables with respect to the Property are Discover Financial
Services, Inc., American Express Travel Related Services Company, Inc. and Chase
Merchant Services, L.L.C. and, in the event that Borrower shall hereafter enter
into an agreement with any other Credit Card Company pursuant to which such
Credit Card Company shall pay credit card receivables with respect to the
Property, Borrower shall promptly obtain a Credit Card Receivables Payment
Direction Letter in form and substance acceptable to Lender from such Credit
Card Company.

             (iii) Borrower shall pay all costs and expenses incurred by Lender
in connection with the transactions and other matters contemplated by this
Section 7.1, including but not limited to, Lender's reasonable attorneys fees
and expenses, and all fees and expenses of the Clearing Bank and the Central
Account Bank, including without limitation their attorneys fees and expenses.

         (B) CENTRAL ACCOUNT. On or before the Closing Date, pursuant to the
terms of the Cash Management Agreement, Borrower shall establish and maintain an
Eligible Account in the name of Lender, as secured party hereunder, to serve as
the "Central Account" (said account, and any account replacing the same in
accordance with this Loan Agreement and the Cash Management Agreement, the
"CENTRAL ACCOUNT"; and the depositary institution in which the Central Account
is maintained, the "CENTRAL ACCOUNT BANK"). The Central Account shall be under
the sole dominion and control of Lender (which dominion and control may be
exercised by Servicer); and except as expressly provided hereunder and/or in the
Cash Management Agreement, Borrower shall have no rights to control or direct
the investment or payment of funds therein. Lender may elect to change any
financial institution in which the Central Account shall be maintained. The
Central Account shall be deemed to contain such sub-accounts as Lender may
designate ("SUB-ACCOUNTS"), which may be maintained as separate ledger accounts
and need not be separate Eligible Accounts. The Sub-Accounts shall include the
following as more particularly described in the Cash Management Agreement:

             (i) "DEBT SERVICE SUB-ACCOUNT" shall mean the Sub-Account of the
Central Account established for the purposes of reserving for payments of
principal and interest and other amounts due under the Loan Documents (but
without duplication of amounts covered under item (ii) below); and

             (ii) "RESERVE SUB-ACCOUNTS" shall mean the Sub-Accounts of the
Central Account established for the purpose of holding funds in the Reserves
including: (a) the "Imposition and Insurance Reserve Sub-Account"; (b) the "FF&E
Reserve Sub-Account"; (c) the "Cash Trap Reserve Sub-Account"; and (d) the "Self
Insurance Reserve Deficiency Sub-Account".



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<PAGE>   78

SECTION 7.2 APPLICATION OF FUNDS IN CENTRAL ACCOUNT. Funds in the Central
Account shall be allocated to the Sub-Accounts (or paid, as the case may be) in
accordance with the Cash Management Agreement.

SECTION 7.3 APPLICATION OF FUNDS AFTER EVENT OF DEFAULT. If any Event of Default
shall occur and be continuing, then notwithstanding anything to the contrary in
this Section or elsewhere, Lender shall have all rights and remedies available
under applicable law and under the Loan Documents. Without limitation of the
foregoing, for so long as an Event of Default exists, Lender may apply any and
all funds in the Lock Box, the Clearing Account, the Central Account and/or any
Sub-Accounts against all or any portion of any of the Obligations, in any order.

                                  ARTICLE VIII
                          DEFAULT, RIGHTS AND REMEDIES

SECTION 8.1 EVENT OF DEFAULT.

         "EVENT OF DEFAULT" shall mean the occurrence or existence of any one or
more of the following:

         (A) SCHEDULED PAYMENTS. Failure of Borrower to pay any scheduled
payment amount when the same is due under this Loan Agreement, the Note, or any
other Loan Documents (whether such amount is interest, principal, Reserves, or
otherwise); or

         (B) OTHER PAYMENTS. Failure of Borrower to pay any amount from time to
time owing under this Loan Agreement, the Note, or any other Loan Documents
(other than amounts subject to the preceding paragraph) within ten (10) days
after written notice to Borrower; or

         (C) BREACH OF REPORTING PROVISIONS. Failure of any Borrower Party to
deliver any financial statement, report or information required under Section
5.1 which continues for a period of twenty (20) days after written notice to
Borrower; or

         (D) BREACH OF PROVISIONS REGARDING INSURANCE, TRANSFERS, LIENS, SINGLE
PURPOSE. Breach or default under any of Section 5.4, 5.12(A), 5.13(B), 5.13(D),
5.17, 5.18, 5.19, 5.20, Article IX, or Section 11.1 (provided that in the case
of an involuntary Lien under Section 11.1 or 5.18, the same shall not constitute
an Event of Default if within thirty (30) days after the filing thereof,
Borrower shall either (i) cause the same to be removed of record, or (ii)
provide to Lender security for the same in an amount and pursuant to terms both
satisfactory to Lender in Lender's sole discretion). Except as permitted under
Section 5.5(A) or otherwise expressly permitted hereunder or under the other
Loan Documents, the demolition or removal of any of the Improvements or the
making of any Material Alterations to any of the Improvements, without Lender's
consent; or

         (E) BREACH OF WARRANTY. Any representation, warranty, certification or
other statement made by any Borrower Party or Member or Affiliate thereof in any
Loan Document or in any statement or certificate at any time given in writing
pursuant to or in connection with any Loan Document is false in any material
respect as of the date made; or



                                       73
<PAGE>   79

         (F) OTHER DEFAULTS UNDER LOAN DOCUMENTS. A default shall occur in the
performance of or compliance with any term contained in this Loan Agreement or
the other Loan Documents and such default is not fully cured within thirty (30)
days after receipt by Borrower of written notice from Lender of such default
(other than occurrences described in other provisions of this Section 8.1 for
which a different grace or cure period is specified or which constitute
immediate Events of Default); provided however that if (i) the default is
capable of cure but with diligence cannot be cured within such period of thirty
(30) days, (ii) Borrower (or the applicable Borrower Party) has commenced the
cure within such thirty (30) day period and has pursued such cure diligently,
and (iii) Borrower delivers to Lender promptly following written demand (which
demand may be made from time to time by Lender) evidence satisfactory to Lender
of the foregoing, then such period shall be extended for so long as is
reasonably necessary for Borrower in the exercise of due diligence to cure such
default, but in no event beyond the 60th day after the original notice of
default; or

         (G) INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (i) A court
enters a decree or order for relief with respect to any Borrower Party or
Member, in an Involuntary Borrower Party Bankruptcy, which decree or order is
not stayed or other similar relief is not granted under any applicable federal
or state law; (ii) the occurrence and continuance of any of the following events
for sixty (60) days unless dismissed or discharged within such time: (x) an
Involuntary Borrower Party Bankruptcy is commenced, (y) a decree or order of a
court for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over any Borrower Party or
Member or over all or a substantial part of its property, is entered, or (z) an
interim receiver, trustee or other custodian is appointed without the consent of
any Borrower Party or Member, for all or a substantial part of the property of
such Person; or

         (H) VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (i) An order
for relief is entered with respect to any Borrower Party or Member, or any such
Person commences a voluntary case under the Bankruptcy Code or any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary case or to the
conversion of an involuntary case to a voluntary case under any such law or
consents to the appointment of or taking possession by a receiver, trustee or
other custodian for any Borrower Party or Member or for all or a substantial
part of the property of any Borrower Party or Member; (ii) any Borrower Party or
Member makes any assignment for the benefit of creditors; or (iii) the Board of
Directors or other governing body of any Borrower Party or Member adopts any
resolution or otherwise authorizes action to approve any of the actions referred
to in this subsection 8.1(H); or

         (I) BANKRUPTCY INVOLVING OWNERSHIP INTERESTS OR PROPERTY. Other than as
described in either of Subsections 8.1(G) or 8.1(H), all or any portion of the
Collateral becomes property of the estate or subject to the automatic stay in
any case or proceeding under the Bankruptcy Code or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect (provided that if the
same occurs in the context of an involuntary proceeding, it shall not constitute
an Event of Default if it is dismissed or discharged within sixty (60) days
following its occurrence); or



                                       74
<PAGE>   80

         (J) SOLVENCY. Any Borrower Party or Member ceases to be solvent or
admits in writing its present or prospective inability to pay its debts as they
become due; or

         (K) JUDGMENT AND ATTACHMENTS. Any lien, money judgment, writ or warrant
of attachment, or similar process is entered or filed against any Borrower Party
or any of its assets,, which claim is not fully covered by insurance (other than
with respect to the amount of commercially reasonable deductibles permitted
hereunder), would have a Material Adverse Effect and remains undischarged,
unvacated, unbonded or unstayed for a period of thirty (30) days; or

         (L) INJUNCTION. Any Borrower Party is enjoined, restrained or in any
way prevented by the order of any court or any administrative or regulatory
agency from conducting all or any material part of its business and such order
continues for more than thirty (30) days; or

         (M) INVALIDITY OF LOAN DOCUMENTS. This Loan Agreement, the Deed of
Trust or any of the Loan Documents for any reason ceases to be in full force and
effect or ceases to be a legally valid, binding and enforceable obligation of
Borrower or any Lien securing the Obligations shall, in whole or in part, cease
to be a perfected first priority Lien, subject to the Permitted Encumbrances
(except in any of the foregoing cases in accordance with the terms hereof or
under any other Loan Document), or any Person who is a party thereto, other than
Lender, denies that it has any further liability (as distinguished from denial
of the existence of a Default or Event of Default) under any Loan Documents to
which it is party, or gives notice to such effect; or

         (N) CROSS-DEFAULT WITH OTHER LOAN DOCUMENTS. A default beyond any
applicable grace periods shall occur under any of the other Loan Documents; or

         (O) DEFAULT UNDER MANAGEMENT AGREEMENT OR FRANCHISE AGREEMENT. Any
breach or default shall occur in the material obligations of Borrower under the
Management Agreement or any Franchise Agreement which may hereafter be entered
into with respect to the Property, and such breach or default either is of such
a nature or continues for such a period of time that Manager or the franchisor,
as applicable, shall have the right to exercise material remedies as a
consequence thereof.

If more than one of the foregoing paragraphs shall describe the same condition
or event, then Lender shall have the right to select which paragraph or
paragraphs shall apply. In any such case, Lender shall have the right (but not
the obligation) to designate the paragraph or paragraphs which provide for
non-written notice (or for no notice) or for a shorter time to cure (or for no
time to cure).

SECTION 8.2 ACCELERATION AND REMEDIES.

         (A) Upon the occurrence of any Event of Default described in any of
Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and
accrued interest and fees on the Loan and all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration or other
requirements of any kind, all of which are hereby expressly waived by each
Borrower Party and Member. Upon and at any time after the occurrence of any
other Event of Default, at the option



                                       75
<PAGE>   81

of Lender, which may be exercised without notice or demand to anyone, all or any
portion of the Loan and other Obligations shall immediately become due and
payable.

         (B) Upon the occurrence of an Event of Default, all or any one or more
of the rights, powers, privileges and other remedies available to Lender against
Borrower under this Loan Agreement or any of the other Loan Documents, or at law
or in equity, may be exercised by Lender at any time and from time to time,
whether or not all or any of the Obligations shall be declared due and payable,
and whether or not Lender shall have commenced any foreclosure proceeding or
other action for the enforcement of its rights and remedies under any of the
Loan Documents with respect to the Property. Any such actions taken by Lender
shall be cumulative and concurrent and may be pursued independently, singly,
successively, together or otherwise, at such time and in such order as Lender
may determine in its sole discretion, to the fullest extent permitted by law,
without impairing or otherwise affecting the other rights and remedies of Lender
permitted by law, equity or contract or as set forth herein or in the other Loan
Documents. Without limiting the generality of the foregoing, if an Event of
Default is continuing (i) to the fullest extent permitted by law, Lender shall
not be subject to any "one action" or "election of remedies" law or rule, and
(ii) all liens and other rights, remedies or privileges provided to Lender shall
remain in full force and effect until Lender has exhausted all of its remedies
against the Property and the Deed of Trust has been foreclosed, sold and/or
otherwise realized upon in satisfaction of the Obligations or the Obligations
have been paid in full.

         (C) Lender shall have the right from time to time to partially
foreclose the Deed of Trust in any manner and for any amounts secured by the
Deed of Trust then due and payable as determined by Lender in its sole
discretion including, without limitation, the following circumstances: (i) in
the event Borrower defaults beyond any applicable grace period in the payment of
one or more scheduled payments of principal and interest, Lender may foreclose
the Deed of Trust to recover such delinquent payments, or (ii) in the event
Lender elects to accelerate less than the entire outstanding principal balance
of the Loan, Lender may foreclose the Deed of Trust to recover so much of the
principal balance of the Loan as Lender may accelerate and such other sums
secured by the Deed of Trust as Lender may elect. Notwithstanding one or more
partial foreclosures, the Property shall remain subject to the Deed of Trust to
secure payment of sums secured by the Deed of Trust and not previously
recovered.

         (D) Lender shall have the right from time to time to sever the Note and
the other Loan Documents into one or more separate notes, mortgages and other
security documents in such denominations as Lender shall determine in its sole
discretion for purposes of evidencing and enforcing its rights and remedies
provided hereunder. Borrower shall execute and deliver to Lender from time to
time, promptly after the request of Lender, a severance agreement and such other
documents as Lender shall request in order to effect the severance described in
the preceding sentence, all in form and substance reasonably satisfactory to
Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true
and lawful attorney, coupled with an interest, in its name and stead to make and
execute all documents necessary or desirable to effect the aforesaid severance,
Borrower ratifying all that its said attorney shall do by virtue thereof;
provided, however, Lender shall not make or execute any such documents under
such power until three (3) days after notice has been given to Borrower by
Lender of Lender's intent to exercise its rights under such power.



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<PAGE>   82

         (E) Any amounts recovered from the Property or any other collateral for
the Loan after an Event of Default may be applied by Lender toward the payment
of any interest and/or principal of the Loan and/or any other amounts due under
the Loan Documents in such order, priority and proportions as Lender in its sole
discretion shall determine.

         (F) The rights, powers and remedies of Lender under this Agreement
shall be cumulative and not exclusive of any other right, power or remedy which
Lender may have against Borrower pursuant to this Loan Agreement or the other
Loan Documents, or existing at law or in equity or otherwise. Lender's rights,
powers and remedies may be pursued singly, concurrently or otherwise, at such
time and in such order as Lender may determine in Lender's sole discretion. No
delay or omission to exercise any remedy, right or power accruing upon an Event
of Default shall impair any such remedy, right or power or shall be construed as
a waiver thereof, but any such remedy, right or power may be exercised from time
to time and as often as may be deemed expedient. A waiver of one Default or
Event of Default with respect to Borrower shall not be construed to be a waiver
of any subsequent Default or Event of Default by Borrower or to impair any
remedy, right or power consequent thereon.

SECTION 8.3 PERFORMANCE BY LENDER.

         (A) If any Borrower Party shall fail to perform, or cause to be
performed, any covenant, duty or agreement contained in any of the Loan
Documents (subject to applicable notice and cure periods), Lender may perform or
attempt to perform such covenant, duty or agreement on behalf of such Borrower
Party. In such event, Borrower shall, at the request of Lender, promptly pay to
Lender any amount reasonably expended by Lender in such performance or attempted
performance, together with interest thereon at the Default Rate, from the date
of such expenditure until paid. Any amounts advanced or expended by Lender to
perform or attempt to perform any such matter shall be added to and included
within the indebtedness evidenced by the applicable Note and shall be secured by
all of the Collateral securing the applicable Loan. Notwithstanding the
foregoing, it is expressly agreed that Lender shall not have any liability or
responsibility for the performance of any obligation of Borrower under this Loan
Agreement or any other Loan Document.

         (B) Lender may cease or suspend any and all performance required of
Lender under the Loan Documents upon and during the continuance of any Default,
and upon and at any time after the occurrence and during the continuance of any
Event of Default.

SECTION 8.4 EVIDENCE OF COMPLIANCE. Promptly following request by Lender, each
Borrower Party shall provide such documents and instruments as shall be
reasonably satisfactory to Lender to evidence compliance with any provision of
the Loan Documents applicable to such Borrower Party.

                                   ARTICLE IX
               SINGLE-PURPOSE, BANKRUPTCY-REMOTE REPRESENTATIONS,
                            WARRANTIES AND COVENANTS

SECTION 9.1 APPLICABLE TO ALL PRIMARY BORROWER PARTIES. Each of the Primary
Borrower Parties and Member hereby jointly and severally represents, warrants
and covenants as of the



                                       77
<PAGE>   83

Closing Date and until such time as all Obligations are paid in full, that
absent express advance written waiver from Lender, which may be withheld in
Lender's sole discretion, such Primary Borrower Party or Member:

         (A) does not own and will not own any assets other than the Property
(including incidental personal property necessary for the operation thereof and
proceeds therefrom) or direct or indirect ownership interests in Borrower or,
with respect to the Independent Manager, such incidental assets as are necessary
to enable it to discharge its obligations with respect to the Borrower (the
"OWNERSHIP INTERESTS");

         (B) is not engaged and will not engage in any business, directly or
indirectly, other than the ownership, management and operation of the Property
or the Ownership Interests;

         (C) will not enter into any contract or agreement with any partner,
member, shareholder, trustee, beneficiary, principal or Affiliate of any
Borrower Party except upon terms and conditions that are intrinsically fair and
substantially similar to those that would be available on an arms-length basis
with third parties other than such Affiliate;

         (D) has not incurred and will not incur any debt, secured or unsecured,
direct or contingent (including guaranteeing any obligation), other than (i) the
Obligations and (ii) Permitted Indebtedness;

         (E) has not made and will not make any loan or advances to any Person
(including any of its Affiliates and has not acquired and will not acquire
obligations or securities of any of its Affiliates);

         (F) is and reasonably expects to remain solvent and pay its own
liabilities, indebtedness, and obligations of any kind from its own separate
assets as the same shall become due;

         (G) has done or caused to be done and will do all things necessary to
preserve its existence, and will not, nor will any partner, member, shareholder,
trustee, beneficiary, or principal amend, modify or otherwise change its
partnership certificate, partnership agreement, articles of incorporation,
by-laws, articles of organization, operating agreement, or other organizational
documents in any manner;

         (H) shall continuously maintain its existence and be qualified to do
business in all states necessary to carry on its business, specifically
including in the case of Borrower, the state where the Property is located;

         (I) will conduct and operate its business as presently conducted and
operated;

         (J) will maintain books and records and bank accounts separate from
those of its partners, members, shareholders, trustees, beneficiaries,
principals, Affiliates, and any other Person and will maintain separate
financial statements except that it may also be included in consolidated
financial statements of its Affiliates;



                                       78
<PAGE>   84

         (K) will be, and at all times will hold itself out to the public as, a
legal entity separate and distinct from any other Person (including any of its
partners, members, shareholders, trustees, beneficiaries, principals and
Affiliates, and any Affiliates of any of the same), and not as a department or
division of any Person and will correct any known misunderstandings regarding
its existence as a separate legal entity;

         (L) will pay the salaries of its own employees, if any;

         (M) will allocate fairly and reasonably any overhead for shared office
space;

         (N) will use separate stationery, invoices and checks;

         (O) will file its own tax returns with respect to itself as may be
required under applicable law;

         (P) has and reasonably expects to maintain adequate capital for the
normal obligations reasonably foreseeable in a business of its size and
character and in light of its contemplated business operations;

         (Q) will not seek, acquiesce in, or suffer or permit its liquidation,
dissolution or winding up, in whole or in part;

         (R) will not enter into any transaction of merger or consolidation, or
acquire by purchase or otherwise all or substantially all of the business or
assets of, or any stock or beneficial ownership of, any Person;

         (S) will not commingle or permit to be commingled its funds or other
assets with those of any other Person;

         (T) has and will maintain its assets in such a manner that it is not
costly or difficult to segregate, ascertain or identify its individual assets
from those of any other Person;

         (U) does not and will not hold itself out to be responsible for the
debts or obligations of any other Person;

         (V) has not and will not guarantee or otherwise become liable on or in
connection with any obligation of any other Person;

         (W) except for funds deposited into the Accounts in accordance with the
Loan Documents, shall not hold title to its assets other than in its name;

         (X) shall not institute proceedings to be adjudicated bankrupt or
insolvent; consent to the institution of bankruptcy or insolvency proceedings
against it; file a petition seeking, or consent to, reorganization or relief
under any applicable federal or state law relating to bankruptcy; consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of it or a substantial part of its property; or make any
assignment for the benefit of creditors; or admit in writing its inability to
pay its debts generally as they become due; and




                                       79
<PAGE>   85

         (Y) shall comply and cause its Affiliates to comply with all of the
assumptions, statements, certifications, representations, warranties and
covenants regarding or made by it contained in or appended to the
nonconsolidation opinion delivered pursuant hereto.

SECTION 9.2 APPLICABLE TO BORROWER, MEMBER AND INDEPENDENT MANAGER. In addition
to their respective obligations under Section 9.1, each of Member and
Independent Manager hereby represents, warrants and covenants as of the Closing
Date and until such time as all Obligations are paid in full, that absent
express advance written waiver from Lender, which may be withheld in Lender's
sole discretion, it:

         (A) Member shall at all times act as the sole member of Borrower and
Independent Manager shall at all times act as the manager of Borrower, with all
of the rights, powers, obligations and liabilities thereof under the limited
liability company agreement of Borrower and shall take any and all actions and
do any and all things necessary or appropriate to the accomplishment of the same
and will engage in no other business;

         (B) Borrower shall not, without the affirmative vote of Member and
Independent Manager (including the unanimous written consent of the board
directors of the Independent Manager including the Independent Directors),
institute proceedings for itself to be adjudicated bankrupt or insolvent;
consent to the institution of a bankruptcy or insolvency proceedings against it;
file a petition seeking, or consent to, reorganization or relief under any
applicable federal or state law relating to bankruptcy; consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) for itself or a substantial part of its property; make any
assignment for the benefit of creditors; or admit in writing its inability to
pay its debts generally as they become due;

         (C) Member shall not, without the affirmative vote of its member and
Member's Manager (as hereinafter defined) (including the unanimous written
consent of the board directors of Member's Manager including its independent
directors (as described below)), institute proceedings for itself or Borrower to
be adjudicated bankrupt or insolvent; consent to the institution of a bankruptcy
or insolvency proceedings against it or Borrower; file a petition seeking, or
consent to, reorganization or relief under any applicable federal or state law
relating to bankruptcy; consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) for itself or
Borrower or a substantial part of its or Borrower's property; make any
assignment for the benefit of creditors; or admit in writing its or Borrower's
inability to pay its or Borrower's debts generally as they become due;

         (D) Neither Member nor Independent Manager shall for itself or for
Borrower (i) liquidate or dissolve, in whole or in part; (ii) consolidate, merge
or enter into any form of consolidation with or into any other Person, nor
convey, transfer or lease its or Borrower's assets substantially as an entirety
to any Person nor permit any Person to consolidate, merge or enter into any form
of consolidation with or into itself or Borrower, nor convey, transfer or lease
its or Borrower's assets substantially as an entirety to any Person; and (iii)
amend any provisions of its or Borrower's organizational documents containing
provisions similar to those contained in this Article IX.



                                       80
<PAGE>   86

         (E) Independent Manager shall promptly elect and at all times maintain
at least two (2) Independent Directors on its board of directors, who shall be
selected by the shareholders of Independent Manager, and shall be satisfactory
to Lender. Pursuant to its limited liability company agreement, Member is
required to at all times have a corporation or other entity act as its
independent manager ("Member's Manager"). Member's Manager shall promptly elect
and at all times maintain at least two (2) independent directors on its board of
directors (which independent directors shall be required to meet the standards
for an Independent Director hereunder except that, solely for purposes of
determining the standards for an independent director of Member's Manager under
this Section 9.2, wherever the term "Independent Manager" appears in the
definition of "Independent Director", same shall be deemed to mean Member's
Manager), who shall be selected by the shareholders of Member's Manager.

                                   ARTICLE X
                RESTRUCTURING LOAN, SECONDARY MARKET TRANSACTIONS

SECTION 10.1 SECONDARY MARKET TRANSACTIONS GENERALLY. Lender shall have the
right to engage in one or more Secondary Market Transactions with respect to the
Loan, and to structure and restructure all or any part of the Loan, including
without limitation in multiple tranches, as a wraparound loan, or for inclusion
in a REMIC or other Securitization. Without limitation, Lender shall have the
right to cause the Note and the Deed of Trust to be split into a first and a
second mortgage loan, or into one or more loans secured by mortgages and by
ownership interests in Borrower in whatever proportion Lender determines, and
thereafter to engage in Secondary Market Transactions with respect to all or any
part of the indebtedness and loan documentation. Each of the Borrower Parties
and Member acknowledge that it is the intention of the parties that all or a
portion of the Loan will be securitized and that all or a portion of the Loan
will be rated by one or more Rating Agencies. Each of the Borrower Parties and
Member further acknowledge that additional structural modifications may be
required to satisfy issues raised by any Rating Agencies. As used herein,
"SECONDARY MARKET TRANSACTION" means any of (i) the sale, assignment, or other
transfer of all or any portion of the Obligations or the Loan Documents or any
interest therein to one or more investors, (ii) the sale, assignment, or other
transfer of one or more participation interests in the Obligations or Loan
Documents to one or more investors, (iii) the transfer or deposit of all or any
portion of the Obligations or Loan Documents to or with one or more trusts or
other entities which may sell certificates or other instruments to investors
evidencing an ownership interest in the assets of such trust or the right to
receive income or proceeds therefrom or (iv) any other Securitization backed in
whole or in part by the Loan or any interest therein.

SECTION 10.2 COOPERATION; LIMITATIONS. Borrower Parties and Member shall use all
reasonable efforts and cooperate reasonably and in good faith with Lender in
effecting any such restructuring or Secondary Market Transaction. Such
cooperation shall include without limitation, executing and delivering such
reasonable amendments to the Loan Documents and the organizational documents of
Borrower and Member as Lender or any Interested Party (as defined below) may
request, provided however that, except as provided in the Securitization Side
Letter, no such amendment shall modify (i) the interest rate payable under the
Note; (ii) the stated maturity date of the Note, (iii) the amortization of the
principal amount of the Note, (iv) any other material economic terms of the
Obligations, (v) the non-recourse provisions of the Loan or (vi) any provision,
the effect of which would materially increase Borrower's obligations or



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materially decrease Borrower's rights under the Loan Documents. Such cooperation
also shall include using best efforts to obtain such certificates and assurances
from governmental entities and others as Lender may request. Borrower Parties
shall not be required to provide additional collateral that was not initially
contemplated by the parties to effect any such restructuring or Secondary Market
Transaction after the Closing Date. Borrower shall be required to pay on the
date of closing of any Secondary Market Transaction involving the Loan (the
"SECONDARY MARKET CLOSING DATE") the fees charged by each of the Rating Agencies
for the issuance of the ratings assigned to the Securities issued in connection
with such Secondary Market Transaction and thereafter Borrower shall be required
to pay any and all fees of the Rating Agencies for maintaining and/or monitoring
such ratings during the terms of the Loan. Borrower Parties shall not be
required to pay any third party costs and expenses incurred by Lender in
connection with any such Secondary Market Transaction unless otherwise payable
by the Borrower Parties under this Loan Agreement or the other Loan Documents.

SECTION 10.3 INFORMATION. Borrower Parties and Member, at their sole cost and
expense, shall provide such access to personnel and such information and
documents relating to Borrower Parties, Member, Manager, the Property and
Collateral and the business and operations of all of the foregoing and such
opinions of counsel (including nonconsolidation opinions) as any Rating Agency
may request or as Lender or any other Interested Party (as defined below) may
reasonably request (and in form and substance reasonably acceptable to Lender
and each Interested Party) in connection with any such Secondary Market
Transaction including, without limitation, updated financial information,
appraisals, market studies, environmental reviews (Phase I's and, if
appropriate, Phase II's), property condition reports and other due diligence
investigations together with appropriate verification of such updated
information and reports through letters of auditors and consultants and, as of
the closing date of the Secondary Market Transaction, updated representations
and warranties made in the Loan Documents and such additional representations
and warranties as any Rating Agency may request or any purchaser, transferee,
assignee, trustee, servicer or potential investor (the Rating Agencies and all
of the foregoing parties, collectively, "INTERESTED PARTIES") may reasonably
request. Prior to the issuance of any preliminary offering memorandum with
respect to any Secondary Market Transaction, Borrower, at its sole cost and
expense, shall cause Sherrard & Roe, PLC or other counsel for Borrower
reasonably satisfactory to Lender, to deliver to Lender a form of an opinion of
counsel to the effect that the description of the Loan, the terms of the Loan
Documents and description of the Property contained in the Disclosure Documents
(hereinafter defined) and such other legal matters contained therein as Lender
may reasonably require do not contain any untrue statement of any material fact
or omit to state any material fact necessary to make the statements therein not
misleading (such opinion, a "10B-5 OPINION") and on or prior to the date of
closing of any Secondary Market Transaction, Borrower, at its sole cost and
expense, shall cause Sherrard & Roe, PLC or such other counsel to execute and
deliver such 10b-5 Opinion and, if required by any Rating Agency or reasonably
required by Lender, provide revisions or "bringdowns" to any opinions delivered
at Closing (including nonconsolidation opinions), or if required new versions of
such opinions, addressed to Lender, any trustee under any Securitization backed
in whole or in part by the Loan, any Rating Agency that assigns a rating to any
securities in connection therewith and any investor purchasing securities
therein. Lender shall be permitted to share all such information with the
investment banking firms, Rating Agencies, accounting firms, law firms, other
third party advisory firms, potential investors, servicers and other service
providers and other parties involved in any proposed Secondary



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Market Transaction. Borrower understands that any such information may be
incorporated into any offering circular, prospectus, prospectus supplement,
private placement memorandum or other offering documents for any Secondary
Market Transaction. Lender and all of the aforesaid third-party advisors and
professional firms and investors shall be entitled to rely upon such
information. Without limiting the foregoing, Borrower and Guarantor shall each
provide in connection with each of (i) a preliminary and a final private
placement memorandum or (ii) a preliminary and final prospectus or prospectus
supplement, as applicable (the documents referred to in the foregoing clauses
(i) and (ii), collectively, the "DISCLOSURE DOCUMENTS"), an agreement certifying
that Borrower and Guarantor have examined such Disclosure Documents specified by
Lender and that each such Disclosure Document, as it relates to Borrower,
Guarantor, any Affiliates, the Property, Manager and all other aspects of the
Loan, does not, and as to information provided in third party reports of
engineers and environmental consultants, to Borrower's and Guarantor's
knowledge, does not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading. Borrower
and Guarantor shall each execute and deliver to Lender on or before the date of
closing of any Secondary Market Transaction an indemnity agreement in form and
substance acceptable to Lender, pursuant to which they shall agree to indemnify,
defend, protect and hold harmless Lender, Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MERRILL LYNCH"), First Union National Bank, Prudential Mortgage
Capital Company, LLC and their respective Affiliates, directors, employees,
agents and each Person, if any, who controls Lender, Merrill Lynch or any such
Affiliate within the meaning of Section 15 of the Securities Act of 1933 or
Section 20 of the Securities Exchange Act of 1934, and any other placement agent
or underwriter with respect to any Securitization or Secondary Market
Transaction from and against any losses, claims, damages and liabilities that
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any information or documents furnished by
Borrower, Guarantor or their Affiliates or representative or in any
representation or warranty of any Borrower Party contained herein or in the
other Loan Documents or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated in such
information or necessary in order to make the statements in such information not
materially misleading. Lender may publicize the existence of the Obligations in
connection with Lender's Secondary Market Transaction activities or otherwise.

SECTION 10.4 ADDITIONAL PROVISIONS. In any Secondary Market Transaction, Lender
may transfer its obligations under this Loan Agreement and under the other Loan
Documents (or may transfer the portion thereof corresponding to the transferred
portion of the Obligations), and thereafter Lender shall be relieved of any
obligations hereunder and under the other Loan Documents arising after the date
of said transfer with respect to the transferred interest. Each transferee
investor shall become a "Lender" hereunder.

SECTION 10.5 FORMATION OF DEPOSITOR. Prior to the Secondary Market Closing Date,
Borrower, at its sole cost and expense, will form or cause to be formed a
corporation, single member limited liability company or other special purpose
entity (the "DEPOSITOR"), the sole purpose of which will be to act as the
"depositor" of the trust to be formed in connection with any Secondary Market
Transaction with respect to the Loan. The Depositor will be a direct or indirect
wholly-owned subsidiary of Guarantor and will, at all times, comply with all of
the terms and conditions of Article IX of this Loan Agreement other than the
requirement to



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maintain two Independent Directors on its board of directors (or the board of
directors of a member or independent manager of the Depositor, as the case may
be). Borrower will at all times during the term of the Loan preserve and keep in
full force and effect the legal existence of the Depositor, including its
qualification to do business in each state where it is required by law to so
qualify. On or before the Secondary Market Closing Date, Borrower will cause
Sherrard & Roe, PLC or other legal counsel for the Depositor acceptable to
Lender to deliver legal opinions for the Depositor in form and substance
acceptable to Lender and the Interested Parties as to such matters as Lender or
any Interested Party shall reasonably request, including, without limitation,
opinions with respect to organizational formalities, due authority, execution
and delivery by the Depositor, and enforceability against the Depositor, of all
documents to which it is a party and a bankruptcy non-consolidation opinion with
respect to the Depositor.

                                   ARTICLE XI
                 RESTRICTIONS ON LIENS, TRANSFERS; ASSUMABILITY

SECTION 11.1 RESTRICTIONS ON TRANSFER AND ENCUMBRANCE. Except for a Transfer and
Assumption in accordance with Section 11.3 or as otherwise expressly permitted
under this Article XI, Borrower shall not cause or suffer to occur or exist,
directly or indirectly, voluntarily or involuntarily, by operation of law or
otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than
Permitted Encumbrances) of (i) all or any part of the Property or any interest
therein, or (ii) any direct or indirect ownership or beneficial interest in
Borrower, irrespective of the number of tiers of ownership. Nothing contained in
this Section 11.1 shall be deemed to prohibit Borrower from (a) entering into
Leases in accordance with the provisions of Section 5.12 or (b) selling or
disposing of FF&E which is being replaced in the ordinary course of business
provided that such sale or transfer would not have a material adverse effect on
the value of the Property and provided further that any new FF&E acquired by
Borrower shall be subject to the Lien of the Deed of Trust.

SECTION 11.2 TRANSFERS OF BENEFICIAL INTERESTS IN BORROWER. For purposes of this
Section, a sale or transfer of a beneficial interest in Borrower shall be deemed
to include, but is not limited to the following ("PROHIBITED OWNERSHIP INTEREST
TRANSFERS"):

         (A) if Borrower or any general partner or managing member of Borrower
is a corporation, (i) the voluntary or involuntary sale, conveyance, transfer or
pledge (any of the foregoing, a "TRANSFER") of a majority of such corporation's
stock (or the stock of any corporation directly or indirectly controlling such
corporation by operation of law or otherwise) or (ii) the creation or issuance
of new stock, in any of the foregoing cases, by which an aggregate of more than
49% of such corporation's stock shall be vested in a party or parties who are
not now stockholders or which results in a change of control of such
corporation;

         (B) if Borrower or any general partner or managing member (or, for a
single member limited liability company, the sole member) of Borrower is a
limited liability company, (i) the change, removal or resignation of a managing
member (or sole member) of Borrower or such general partner or managing member
(or sole member) or (ii) the Transfer of all or any portion of the membership
interests of a managing member (or sole member) of Borrower or such general
partner or managing member or any profits or proceeds relating to such
membership interest; provided, however, that if Borrower or any general partner
or managing member (or sole



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member) of Borrower is a single member limited liability company, the Transfer
in the aggregate of not more than 49% of the sole member's interest in Borrower
or such general partner or managing member (or sole member), or any profits or
proceeds relating to such member's interest, shall not constitute a sale or
transfer prohibited by this Section 11 provided that such Transfer does not in
the aggregate result in a change of control of Borrower or such general partner
or managing member (or sole member);

         (C) if Borrower, or any general partner or managing member (or, for a
single member limited liability company, the sole member) of Borrower, is a
limited or general partnership, (i) the change, removal or resignation of a
managing general partner or managing partner or (ii) the Transfer of all or any
portion of the general partner's interest of any general partner or managing
partner or any profits or proceeds relating to such partnership interest;

         (D) if Borrower or any general partner or managing member (or, for a
single member limited liability company, the sole member) of Borrower is a
limited partnership or limited liability company, the Transfer of limited
partnership interests or non-managing membership interests which in the
aggregate constitute more than a 49% interest in Borrower or any managing
general partner or managing member (or sole member) of Borrower, or any profits
or proceeds relating to such limited partnership interests or non-managing
membership interests or any other Transfer which in the aggregate results in a
change of control of Borrower or such general partner or managing member (or
sole member).

         Notwithstanding anything to the contrary contained in this Article XI,
the provisions of Section 11.1 shall not be deemed applicable to (w) transfers
of publicly-traded stock in Guarantor, (x) pledges of direct or indirect
ownership interests in Borrower to the Mezzanine Lender in connection with the
Mezzanine Loan in accordance with Section 5.17(C) (or to any subsequent holder
of a New Mezzanine Loan) in accordance with Section 5.17(C), (y) transfers of
such direct or indirect ownership interests in Borrower to the Mezzanine Lender
or an Institutional Lender/Owner upon exercise of remedies under the Mezzanine
Loan by the Mezzanine Lender or such Institutional Lender/Owner in accordance
with the Intercreditor Agreement or (z) the creation or issuance of additional
membership interests in Member which result in the dilution of Guarantor's sole
member interest in Member by not more than 49%, in the aggregate. In addition,
transfers of direct or indirect ownership interests in Borrower to Institutional
Investors not constituting Prohibited Ownership Interest Transfers as provided
above shall be permitted without Lender's consent provided that (i) no Event of
Default then exists, (ii) in each case, Borrower shall give Lender written
notice of such transfer together with copies of all instruments effecting such
transfer not less than ten (10) Business Days prior to the date of such
transfer; (iii) in each case, such transfer does not and will not result in the
termination or dissolution of Borrower, Member or any Borrower Party, by
operation of law or otherwise; (iv) Guarantor, or one or more wholly owned
subsidiaries of Guarantor, shall continue to together hold at least fifty-one
percent (51%) of the outstanding ownership interests in the partner(s) or
member(s) of Borrower, and Guarantor continues to directly or indirectly control
the business and affairs of Borrower; (v) such transfer shall not result in a
change of control of Borrower or Member or a change of the Manager without
Lender's consent; and (vi) in each case, the single purpose nature and
bankruptcy remoteness of Borrower, Member and each Borrower Party after such
transfer is satisfactory to Lender and in accordance with the standards of the
Rating Agencies.



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         For purposes of this Section 11.2, "control" shall have the meaning
given thereto in the definition of "Affiliate" in Section 1.1 and a "change of
control" of any Person shall include the Transfer of legal or equitable
ownership interests in such Person which after giving effect to such Transfer
results in any transferee or pledgee of such interests holding more than a 49%
legal or equitable ownership interest or security interest in such Person.

SECTION 11.3 ASSUMABILITY.

         (A) In the event Borrower desires to transfer all of the Property to
another party (the "TRANSFEREE BORROWER") and have the Transferee Borrower
assume all of Borrower's obligations under the Loan Documents, and have
replacement guarantors and indemnitors assume all of the obligations of the
indemnitors and guarantors of the Loan Documents, and have replacement pledgors
pledge all of the ownership interests in the Transferee Borrower (collectively,
a "TRANSFER AND ASSUMPTION"), Borrower may make a written application to Lender
for Lender's consent to the Transfer and Assumption, subject to the conditions
set forth in paragraphs (B) and (C) of this Section. Together with such written
application, Borrower will pay to Lender the reasonable review fee then required
by Lender. Borrower also shall pay on demand all of the reasonable costs and
expenses incurred by Lender, including reasonable attorneys' fees and expenses,
and including the fees and expenses of Rating Agencies and other outside
entities, in connection with considering any proposed Transfer and Assumption,
whether or not the same is permitted or occurs.

         (B) Lender shall not withhold its consent to a Transfer and Assumption
provided and upon the conditions that:

             (i) No Event of Default shall have occurred and be continuing;

             (ii) Borrower shall have submitted to Lender true, correct and
complete copies of any and all information and documents reasonably requested by
Lender concerning the Property, Transferee Borrower, replacement guarantors and
indemnitors and Borrower and all of such information and documents shall be
reasonably acceptable to Lender;

             (iii) Evidence satisfactory to Lender shall have been provided
showing that the Transferee Borrower and such of its Affiliates as shall
reasonably be designated by Lender comply and will comply with Article IX, as
those provisions may be modified by Lender taking into account the ownership
structure of Transferee Borrower and its Affiliates;

             (iv) Borrower shall have obtained (and delivered to Lender) a
Rating Confirmation with respect to the Transfer and Assumption and all related
transactions;

             (v) Borrower shall have paid all of Lender's reasonable costs and
expenses in connection with considering the Transfer and Assumption, and shall
have paid the amount requested by Lender as a deposit against Lender's costs and
expenses in connection with effecting the Transfer and Assumption;

             (vi) Borrower, the Transferee Borrower, and the replacement
guarantors and indemnitors shall have indicated in writing in form and substance
reasonably satisfactory to Lender their readiness and ability to satisfy the
conditions set forth in Subsection (C) below;



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             (vii) (a) The Transferee Borrower shall be a Permitted Transferee
or an Affiliate of a Permitted Transferee or (b) the identity, experience and
financial condition of the Transferee Borrower shall otherwise be satisfactory
to Lender; and

             (viii) The identity and financial condition of the replacement
guarantors and indemnitors shall be satisfactory to Lender.

         (C) If Lender consents to the Transfer and Assumption, the Transferee
Borrower and/or Borrower, as the case may be, shall promptly and as condition to
the Transfer and Assumption of the Property deliver the following to Lender:

             (i) Borrower shall deliver to Lender an assumption fee in the
amount of one percent (1.0%) of the then unpaid principal balance of the Loan;

             (ii) Borrower, Transferee Borrower, the original and replacement
guarantors and indemnitors shall execute and deliver any and all documents
reasonably required by Lender to evidence the Transfer and Assumption of the
Loan, in form and substance required by Lender;

             (iii) Counsel to the Transferee Borrower and replacement guarantors
and indemnitors shall deliver to Lender opinions in form and substance
reasonably satisfactory to Lender as to such matters as Lender shall reasonably
require in connection with such Transfer and Assumption, which may include
opinions as to substantially the same matters and were required in connection
with the origination of the Loan including, without limitation, a bankruptcy
non-consolidation opinion;

             (iv) Borrower shall cause to be delivered to Lender, an endorsement
(relating to the change in the identity of the vestee and execution and delivery
of the Transfer and Assumption documents) to Lender's policy of title insurance
in form and substance acceptable to Lender, in Lender's reasonable discretion;
and

             (v) Borrower shall deliver to Lender a payment in the amount of all
remaining unpaid costs incurred by Lender in connection with the Transfer and
Assumption, including but not limited to, Lender's reasonable attorneys' fees
and expenses, all recording fees, and all fees payable to the title company in
connection with the Transfer and Assumption.

                                  ARTICLE XII
                        RECOURSE; LIMITATIONS ON RECOURSE

SECTION 12.1 LIMITATIONS ON RECOURSE. Subject to the provisions of this Article,
and notwithstanding any provision of the Loan Documents other than this Article,
the personal liability of Borrower to pay the principal of and interest on the
debt evidenced by the Note and any other agreement evidencing Borrower's
obligations under the Note shall be limited to (i) the Property, (ii) the rents,
profits, issues, products and income of the Property, received or collected by
or on behalf of Borrower or any Borrower Party or Member after an Event of
Default, and (iii) any other Collateral.

Notwithstanding anything to the contrary in this Loan Agreement, the Deed of
Trust or any of the Loan Documents, Lender shall not be deemed to have waived
any right which Lender may



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have under Section 506(a), 506(b), 1111(b) or any other provisions of the
Bankruptcy Code to file a claim for the full amount of the Obligations secured
by the Deed of Trust or to require that all collateral shall continue to secure
all of the Obligations owing to Lender in accordance with the Loan Documents.

SECTION 12.2 PARTIAL RECOURSE. Notwithstanding Section 12.1, Borrower and
Guarantor shall be personally liable to the extent of any liability, loss,
damage, cost or expense (including, without limitation, attorneys' fees and
expenses) suffered or incurred by Lender resulting from any and all of the
following: (i) fraud; (ii) any material misrepresentation made by Borrower or
any Borrower Party in this Loan Agreement or any other Loan Document or
otherwise in connection with obtaining the Loan; (iii) insurance proceeds,
condemnation awards, or other sums or payments attributable to the Property
which are not applied in accordance with the provisions of the Loan Documents;
(iv) all rents, profits, issues, products and income of the Property received or
collected by or on behalf of Borrower or any Borrower Party, Manager or Member
and not deposited into the Central Account in accordance with Article VI and the
Cash Management Agreement or otherwise applied in accordance with the Loan
Documents; (v) failure to turn over to Lender, after an Event of Default, or
misappropriation of any tenant security deposits or rents collected in advance
(other than by Lender or Servicer); (vi) failure to notify Lender of any change
in the principal place of business address of Borrower or of any change in the
name of Borrower or if Borrower takes any other action which could make the
information set forth in the Financing Statements relating to the Loan
materially misleading; (vii) failure by Borrower, any general partner of
Borrower, or any indemnitor or guarantor to comply with the covenants,
obligations, liabilities, warranties and representations contained in the
Environmental Indemnity or otherwise pertaining to environmental matters; (viii)
waste; (ix) all reasonable costs and expenses, including attorneys' fees and
expenses, incurred in collecting any amount due under the Loan Documents; (x)
all liabilities and expenses under the indemnification provisions of Section
10.3; (xi) any uncured default under Section 11.1; (xii) any material uncured
default under Article IX; and (xiii) any condition or event described in any of
Subsections 8.1(G), 8.1(H), or 8.1(I) (except that Borrower and Guarantor shall
not be liable under this Section 12.2 in connection with any Involuntary
Borrower Party Bankruptcy unless such involuntary proceeding is solicited,
procured, consented to or acquiesced in by Borrower, Guarantor or any Related
Person of either of them).

SECTION 12.3 MISCELLANEOUS. No provision of this Article shall (i) affect the
enforcement of the Environmental Indemnity, the Guaranty or any guaranty or
similar agreement executed in connection with the Loan, (ii) release or reduce
the debt evidenced by the Note, (iii) impair the lien of the Deed of Trust or
any other security document, (iv) impair the rights of Lender to enforce any
provisions of the Loan Documents, or (v) limit Lender's ability to obtain a
deficiency judgment or judgment on the Note or otherwise against any Borrower
Party to the extent necessary to obtain any amount for which such Borrower Party
may be liable in accordance with this Article or any other Loan Document.

                                  ARTICLE XIII
                 WAIVERS OF DEFENSES OF GUARANTORS AND SURETIES

SECTION 13.1 WAIVERS. To the extent that any Borrower Party (in this Article, a
"WAIVING PARTY") is deemed for any reason to be a guarantor or surety of or for
any other Borrower Party



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or Affiliate or to have rights or obligations in the nature of the rights or
obligations of a guarantor or surety (whether by reason of execution of a
guaranty, provision of security for the obligations of another, or otherwise)
then this Article shall apply. This Article shall not affect the rights of the
Waiving Party other than to waive or limit rights and defenses that Waiving
Party would have (i) in its capacity as a guarantor or surety or (ii) in its
capacity as one having rights or obligations in the nature of a guarantor or
surety. Waiving Party, in the broadest and most comprehensive sense, hereby
waives any and all claims, rights, or defenses that may be asserted by a
guarantor or surety against a creditor. Without limitation of the foregoing:

             Waiving Party hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of receivership or
bankruptcy of any of the other Borrower Parties, protest or notice with respect
to any of the obligations of any of the other Borrower Parties, setoffs and
counterclaims and all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor and notices of
acceptance, the benefits of all statutes of limitation, and all other demands
whatsoever (and shall not require that the same be made on any of the other
Borrower Parties as a condition precedent to the obligations of Waiving Party),
and covenants that the Loan Documents will not be discharged, except by complete
payment and performance of the obligations evidenced and secured thereby, except
only as limited by the express contractual provisions of the Loan Documents.
Waiving Party further waives all notices that the principal amount, or any
portion thereof, and/or any interest on any instrument or document evidencing
all or any part of the obligations of any of the other Borrower Parties to
Lender is due, notices of any and all proceedings to collect from any of the
other Borrower Parties or any endorser or any other guarantor of all or any part
of their obligations, or from any other person or entity, and, to the extent
permitted by law, notices of exchange, sale, surrender or other handling of any
security or collateral given to Lender to secure payment of all or any part of
the obligations of any of the other Borrower Parties.

             Except only to the extent provided otherwise in the express
contractual provisions of the Loan Documents, Waiving Party hereby agrees that
all of its obligations under the Loan Documents shall remain in full force and
effect, without defense, offset or counterclaim of any kind, notwithstanding
that any right of Waiving Party against any of the other Borrower Parties or
defense of Waiving Party against Lender may be impaired, destroyed, or otherwise
affected by reason of any action or inaction on the part of Lender. Waiving
Party waives all rights and defenses arising out of an election of remedies by
the Lender, even though that election of remedies, may have destroyed the
Waiving Party's rights of subrogation and reimbursement against the other
Borrower Parties.

             Lender is hereby authorized, without notice or demand, from time to
time, (a) to renew, extend, accelerate or otherwise change the time for payment
of, or other terms relating to, all or any part of the obligations of any of the
other Borrower Parties; (b) to accept partial payments on all or any part of the
obligations of any of the other Borrower Parties; (c) to take and hold security
or collateral for the payment of all or any part of the obligations of any of
the other Borrower Parties; (d) to exchange, enforce, waive and release any such
security or collateral for such obligations; (e) to apply such security or
collateral and direct the order or manner of sale thereof as in its discretion
it may determine; (f) to settle, release, exchange, enforce, waive, compromise
or collect or otherwise liquidate all or any part of such obligations and any
security or collateral for such obligations. Any of the foregoing may be done in
any



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manner, and Waiving Party agrees that the same shall not affect or impair the
obligations of Waiving Party under the Loan Documents.

             Waiving Party hereby assumes responsibility for keeping itself
informed of the financial condition of all of the other Borrower Parties and any
and all endorsers and/or other guarantors of all or any part of the obligations
of the other Borrower Parties, and of all other circumstances bearing upon the
risk of nonpayment of such obligations, and Waiving Party hereby agrees that
Lender shall have no duty to advise Waiving Party of information known to it
regarding such condition or any such circumstances.

             Waiving Party agrees that neither Lender nor any person or entity
acting for or on behalf of Lender shall be under any obligation to marshal any
assets in favor of Waiving Party or against or in payment of any or all of the
obligations secured hereby. Waiving Party further agrees that, to the extent
that any of the other Borrower Parties or any other guarantor of all or any part
of the obligations of the other Borrower Parties makes a payment or payments to
Lender, or Lender receives any proceeds of collateral for any of the obligations
of the other Borrower Parties, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid or refunded, then, to the extent of such payment or
repayment, the part of such obligations which has been paid, reduced or
satisfied by such amount shall be reinstated and continued in full force and
effect as of the time immediately preceding such initial payment, reduction or
satisfaction.

             Waiving Party (i) shall have no right of subrogation with respect
to the obligations of the other Borrower Parties; (ii) waives any right to
enforce any remedy that Lender now has or may hereafter have against any of the
other Borrower Parties any endorser or any guarantor of all or any part of such
obligations or any other person; and (iii) waives any benefit of, and any right
to participate in, any security or collateral given to Lender to secure the
payment or performance of all or any part of such obligations or any other
liability of the other parties to Lender.

             Waiving Party agrees that any and all claims that it may have
against any of the other Borrower Parties, any endorser or any other guarantor
of all or any part of the obligations of the other Borrower Parties, or against
any of their respective properties, shall be subordinate and subject in right of
payment to the prior payment in full of all obligations secured hereby.
Notwithstanding any right of any of the Waiving Party to ask, demand, sue for,
take or receive any payment from the other Borrower Parties, all rights, liens
and security interests of Waiving Party, whether now or hereafter arising and
howsoever existing, in any assets of any of the other Borrower Parties (whether
constituting part of the security or collateral given to Lender to secure
payment of all or any part of the obligations of the other Borrower Parties or
otherwise) shall be and hereby are subordinated to the rights of Lender in those
assets.

                                  ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1 EXPENSES AND ATTORNEYS' FEES. Whether or not the transactions
contemplated hereby shall be consummated, Borrower agrees to promptly pay all
reasonable fees, costs and expenses incurred by Lender in connection with any
matters contemplated by or arising out of



                                       90
<PAGE>   96

this Loan Agreement, including the following, and all such fees, costs and
expenses shall be part of the Obligations, payable on demand: (A) reasonable
fees, costs and expenses (including reasonable attorneys' fees, and other
professionals retained by Lender) incurred in connection with the examination,
review, due diligence investigation, documentation and closing of the financing
arrangements evidenced by the Loan Documents; (B) reasonable fees, costs and
expenses (including reasonable attorneys' fees and other professionals retained
by Lender) incurred in connection with the administration of the Loan Documents
and the Loan and any amendments, modifications and waivers relating thereto; (C)
reasonable fees, costs and expenses (including reasonable attorneys' fees)
incurred in connection with the review, documentation, negotiation, closing and
administration of any subordination or intercreditor agreements; and (D)
reasonable fees, costs and expenses (including attorneys' fees and fees of other
professionals retained by Lender) incurred in any action to enforce or interpret
this Loan Agreement or the other Loan Documents or to collect any payments due
from Borrower under this Loan Agreement, the Note or any other Loan Document or
incurred in connection with any refinancing or restructuring of the credit
arrangements provided under this Loan Agreement, whether in the nature of a
"workout" or in connection with any insolvency or bankruptcy proceedings or
otherwise. Any costs and expenses due and payable to Lender after the Closing
Date may be paid to Lender pursuant to the Cash Management Agreement.

SECTION 14.2 INDEMNITY. In addition to the payment of expenses as required
elsewhere herein, whether or not the transactions contemplated hereby shall be
consummated, Borrower agrees to indemnify, defend, protect, pay and hold Lender,
its successors and assigns (including, without limitation, the trustee and/or
the trust under any trust agreement executed in connection with any
Securitization backed in whole or in part by the Loan and any other Person which
may hereafter be the holder of the Note or any interest therein), and the
officers, directors, stockholders, partners, members, employees, agents,
Affiliates and attorneys of Lender and such successors and assigns (collectively
called the "INDEMNITEES") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims, Tax
Liabilities, broker's or finders fees, reasonable costs, expenses and
disbursements of any kind or nature whatsoever (including the reasonable fees
and disbursements of counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceeding commenced or threatened,
whether or not such Indemnitee shall be designated a party thereto) that may be
imposed on, incurred by, or asserted against that Indemnitee, in any manner
relating to or arising out of (A) the negotiation, execution, delivery,
performance, administration, ownership, or enforcement of any of the Loan
Documents; (B) any of the transactions contemplated by the Loan Documents; (C)
any breach by Borrower of any representation, warranty, covenant, or other
agreement contained in any of the Loan Documents; (D) the presence, release,
threatened release, disposal, removal, or cleanup of any Hazardous Material
located on, about, within or affecting the Property or any violation of any
applicable Environmental Law for which Borrower is liable; (E) Lender's
agreement to make the Loan hereunder; (F) any claim brought by any third party
arising out of any condition or occurrence at or pertaining to the Property; (G)
any design, construction, operation, repair, maintenance, use, non-use or
condition of the Property or Improvements, including claims or penalties arising
from violation of any applicable laws or insurance requirements, as well as any
claim based on any patent or latent defect, whether or not discoverable by
Lender; (H) any performance of any labor or services or the furnishing of any
materials or other property in respect of the Property or any part thereof; (I)
any contest referred to in Section 5.3(B) hereof; (J) any obligation or
undertaking



                                       91
<PAGE>   97

relating to the performance or discharge of any of the terms, covenants and
conditions of the landlord contained in the Leases; or (K) the use or intended
use of the proceeds of any of the Loan (the foregoing liabilities herein
collectively referred to as the "INDEMNIFIED LIABILITIES"); provided that
Borrower shall not have an obligation to an Indemnitee hereunder with respect to
Indemnified Liabilities arising from the gross negligence or willful misconduct
of such Indemnitee as determined by a court of competent jurisdiction. The
obligations and liabilities of Borrower under this Section 14.2 shall survive
the term of the Loan and the exercise by Lender of any of its rights or remedies
under the Loan Documents, including the acquisition of the Property by
foreclosure or a conveyance in lieu of foreclosure.

SECTION 14.3 AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no
amendment, modification, termination or waiver of any provision of this Loan
Agreement, the Note or any other Loan Document, or consent to any departure
therefrom, shall in any event be effective unless the same shall be in writing
and signed by Lender and any other party to be charged. Each amendment,
modification, termination or waiver shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or
demand on Borrower in any case shall entitle Borrower or other Person to any
other or further notice or demand in similar or other circumstances.

SECTION 14.4 RETENTION OF BORROWER'S DOCUMENTS. Lender may, in accordance with
Lender's customary practices, destroy or otherwise dispose of all documents,
schedules, invoices or other papers, delivered by Borrower to Lender unless
Borrower requests in writing that same be returned. Upon such request and at
such Borrower's expense, Lender shall return such papers when Lender's actual or
anticipated need for same has terminated.

SECTION 14.5 NOTICES. Unless otherwise specifically provided herein, any notice
or other communication required or permitted to be given shall be in writing and
addressed to the respective party as set forth below. Notices shall be effective
(i) three (3) days after the date such notice is mailed, (ii) on the next
Business Day if sent by a nationally recognized overnight courier service, (iii)
on the date of delivery by personal delivery and (iv) on the date of
transmission if sent by telefax during business hours on a Business Day
(otherwise on the next Business Day).





                                       92
<PAGE>   98

Notices shall be addressed as follows:

If to Borrower, Member or any Borrower Party:

c/o Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attn:  Chief Financial Officer
Facsimile: (615) 316-6105

With a copy to:

Sherrard & Roe, PLC
424 Church Street
Suite 2000
Nashville, Tennessee 37219
Attn:    Kim A. Brown, Esq.
Facsimile: (615) 742-4539

If to Lender:

c/o Merrill Lynch & Co.
100 Church Street
18th Floor
New York, New York 10080
Attn:  Andrea Balkan
Facsimile:  (212) 602-7552

With a copy to:

Sidley & Austin
875 Third Avenue
New York, New York 10022
Attn:    Robert L. Boyd, Esq.
Facsimile:        (212) 906-2021

Any party may change the address at which it is to receive notices to another
address in the United States at which business is conducted (and not a
post-office box or other similar receptacle), by giving notice of such change of
address in accordance with the foregoing. This provision shall not invalidate or
impose additional requirements for the delivery or effectiveness of any notice
(i) given in accordance with applicable statutes or rules of court, or (ii) by
service of process in accordance with applicable law. If there is any assignment
or transfer of Lender's interest in the Loan, then the new Lenders may give
notice to the parties in accordance with this Section, specifying the addresses
at which the new Lenders shall receive notice, and they shall be entitled to
notice at such address in accordance with this Section.



                                       93
<PAGE>   99

SECTION 14.6 SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS. All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Loan Agreement, the making of the Loan hereunder and the
execution and delivery of the Note. Notwithstanding anything in this Loan
Agreement or implied by law to the contrary, the agreements of Borrower Parties
to indemnify or release Lender or Persons related to Lender, or to pay Lender's
costs, expenses, or taxes shall survive the payment of the Loan and the
termination of this Loan Agreement.

SECTION 14.7 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure
or delay on the part of Lender in the exercise of any power, right or privilege
hereunder or under the Note or any other Loan Document shall impair such power,
right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege. All rights and remedies existing under this Loan Agreement,
the Note and the other Loan Documents are cumulative to, and not exclusive of,
any rights or remedies otherwise available.

SECTION 14.8 MARSHALING; PAYMENTS SET ASIDE. Lender shall not be under any
obligation to marshal any assets in favor of any Person or against or in payment
of any or all of the Obligations. To the extent that any Person makes a payment
or payments to Lender, or Lender enforces its remedies or exercises its rights
of set off, and such payment or payments or the proceeds of such enforcement or
set off or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, state or federal law,
common law or equitable cause, then to the extent of such recovery, the
Obligations or part thereof originally intended to be satisfied, and all Liens,
if any, and rights and remedies therefor, shall be revived and continued in full
force and effect as if such payment had not been made or such enforcement or set
off had not occurred.

SECTION 14.9 SEVERABILITY. The invalidity, illegality or unenforceability in any
jurisdiction of any provision in or obligation under this Loan Agreement, the
Note or other Loan Documents shall not affect or impair the validity, legality
or enforceability of the remaining provisions or obligations under this Loan
Agreement, the Note or other Loan Documents or of such provision or obligation
in any other jurisdiction.

SECTION 14.10 HEADINGS. Section and subsection headings in this Loan Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Loan Agreement for any other purpose or be given any substantive
effect.

SECTION 14.11 APPLICABLE LAW. THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS
WERE NEGOTIATED IN THE STATE OF NEW YORK, AND EXECUTED AND DELIVERED IN THE
STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN WERE DISBURSED FROM NEW YORK,
WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND
TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE. THIS LOAN AGREEMENT AND



                                       94
<PAGE>   100

THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK AND
ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA EXCEPT THAT AT ALL TIMES THE
PROVISIONS FOR THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND
SECURITY INTERESTS CREATED PURSUANT TO THE DEED OF TRUST AND THE ASSIGNMENT OF
LEASES SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED,
EXCEPT THAT THE SECURITY INTERESTS IN ACCOUNT COLLATERAL SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK OR THE STATE WHERE THE SAME IS HELD, AT THE
OPTION OF LENDER.

SECTION 14.12 SUCCESSORS AND ASSIGNS. This Loan Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns except that no Borrower Party may assign its rights or obligations
hereunder or under any of the other Loan Documents except as expressly provided
in Article XI.

SECTION 14.13 SOPHISTICATED PARTIES, REASONABLE TERMS, NO FIDUCIARY
RELATIONSHIP. Borrower Parties represent, warrant and acknowledge that (i) they
are sophisticated real estate investors, familiar with transactions of this
kind, and (ii) they have entered into this Loan Agreement and the other Loan
Documents after conducting their own assessment of the alternatives available to
them in the market, and after lengthy negotiations in which they have been
represented by legal counsel of their choice. Borrower Parties also acknowledge
and agree that the rights of Lender under this Loan Agreement and the other Loan
Documents are reasonable and appropriate, taking into consideration all of the
facts and circumstances including without limitation the quantity of the Loan,
the nature of the Property, and the risks incurred by Lender in this
transaction. No provision in this Loan Agreement or in any of the other Loan
Documents and no course of dealing between the parties shall be deemed to create
(i) any partnership or joint venture between Lender and Borrower or any other
Person, or (ii) any fiduciary or similar duty by Lender to Borrower or any other
Person. The relationship between Lender and Borrower is exclusively the
relationship of a creditor and a debtor, and all relationships between Lender
and any other Borrower Party are ancillary to such creditor/debtor relationship.

SECTION 14.14 REASONABLENESS OF DETERMINATIONS. In any instance where any
consent, approval, determination or other action by Lender is, pursuant to the
Loan Documents or applicable law, required to be done reasonably or required not
to be unreasonably withheld, then Lender's action shall be presumed to be
reasonable, and Borrower shall bear the burden of proof of showing that the same
was not reasonable. In all cases Lender shall conclusively be deemed to be
acting reasonably when implementing any standard or requirement of any
applicable Rating Agency. In the event that a claim or adjudication is made that
Lender or its agents have acted unreasonably or unreasonably delayed acting in
any case where, by law or under this Loan Agreement or the other Loan Documents,
Lender or such agent, as the case may be, has an obligation to act reasonably or
promptly, neither Lender nor its agents shall be liable for any monetary
damages, and Borrower's sole remedy shall be limited to commencing an action
seeking injunctive relief or declaratory judgment. Any action or proceeding to
determine



                                       95
<PAGE>   101

whether Lender has acted reasonably shall be determined by an action seeking
declaratory judgment.

SECTION 14.15 LIMITATION OF LIABILITY. Neither Lender, nor any Affiliate,
officer, director, employee, attorney, or agent of Lender, shall have any
liability with respect to, and each of the Borrower Parties and Member hereby
waives, releases, and agrees not to sue any of them upon, any claim for any
special, indirect, incidental, or consequential damages suffered or incurred by
the Borrower Parties or Member in connection with, arising out of, or in any way
related to, this Loan Agreement or any of the other Loan Documents, or any of
the transactions contemplated by this Loan Agreement or any of the other Loan
Documents, other than the gross negligence or willful misconduct of Lender. Each
of the Borrower Parties and Member hereby waives, releases, and agrees not to
sue Lender or any of Lender's Affiliates, officers, directors, employees,
attorneys, or agents for punitive damages in respect of any claim in connection
with, arising out of, or in any way related to, this Loan Agreement or any of
the other Loan Documents, or any of the transactions contemplated by this Loan
Agreement or any of the transactions contemplated hereby, except to the extent
the same is caused by the gross negligence or willful misconduct of Lender.

SECTION 14.16 NO DUTY. All attorneys, accountants, appraisers, and other
professional Persons and consultants retained by Lender shall have the right to
act exclusively in the interest of Lender and shall have no duty of disclosure,
duty of loyalty, duty of care, or other duty or obligation of any type or nature
whatsoever to any Borrower Party or Affiliates thereof, or any other Person.

SECTION 14.17 ENTIRE AGREEMENT. This Loan Agreement, the Note, and the other
Loan Documents referred to herein embody the final, entire agreement among the
parties hereto and supersede any and all prior commitments, agreements,
representations, and understandings, whether written or oral, relating to the
subject matter hereof and may not be contradicted or varied by evidence of
prior, contemporaneous, or subsequent oral agreements or discussions of the
parties hereto. There are no oral agreements among the parties to the Loan
Documents.

SECTION 14.18 CONSTRUCTION; SUPREMACY OF LOAN AGREEMENT. Borrower Parties and
Lender acknowledge that each of them has had the benefit of legal counsel of its
own choice and has been afforded an opportunity to review this Loan Agreement
and the other Loan Documents with its legal counsel and that this Loan Agreement
and the other Loan Documents shall be construed as if jointly drafted by
Borrower and Lender. If any term, condition or provision of this Loan Agreement
shall be inconsistent with any term, condition or provision of any other Loan
Document, then this Loan Agreement shall control.

SECTION 14.19 CONSENT TO JURISDICTION. EACH OF THE BORROWER PARTIES AND MEMBER
HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
THE COUNTY OF NEW YORK, STATE OF NEW YORK OR WITHIN THE COUNTY AND STATE IN
WHICH THE PROPERTY IS LOCATED AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S
ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH OF
THE BORROWER PARTIES AND MEMBER ACCEPTS FOR ITSELF AND IN CONNECTION WITH THE
PROPERTY,



                                       96
<PAGE>   102

GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO
BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE
NOTE, SUCH OTHER LOAN DOCUMENTS OR SUCH OBLIGATION. NOTHING HEREIN SHALL AFFECT
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER PARTY IN THE
COURTS OF ANY OTHER JURISDICTION.

SECTION 14.20 WAIVER OF JURY TRIAL. EACH OF THE BORROWER PARTIES, MEMBER AND
LENDER HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS LOAN AGREEMENT, ANY OF THE LOAN
DOCUMENTS, OR ANY DEALINGS BETWEEN ANY BORROWER PARTY OR MEMBER AND LENDER
RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION AND THE LENDER/BORROWER
RELATIONSHIP THAT IS BEING ESTABLISHED. EACH OF THE BORROWER PARTIES, MEMBER AND
LENDER ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT,
BUT FOR THIS WAIVER, BE REQUIRED OF IT. THE SCOPE OF THIS WAIVER IS INTENDED TO
BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS. EACH OF THE BORROWER PARTIES, MEMBER AND LENDER
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS LOAN
AGREEMENT, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS LOAN
AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THE FUTURE. EACH
OF THE BORROWER PARTIES, MEMBER AND LENDER FURTHER WARRANTS AND REPRESENTS THAT
IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LOAN AGREEMENT, THE LOAN
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOAN. IN THE
EVENT OF LITIGATION, THIS LOAN AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.

SECTION 14.21 COUNTERPARTS; EFFECTIVENESS. This Loan Agreement and other Loan
Documents and any amendments or supplements thereto may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which counterparts together shall constitute but one and the same
instrument. This Loan Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto.



                                       97
<PAGE>   103

SECTION 14.22 SERVICER. Lender shall have the right from time to time to
designate and appoint one or more Servicers, and to change or replace any
Servicer. All rights of the Lender hereunder may exercised by Servicer. Servicer
shall be entitled to the benefit of all obligations of any of Borrower Party in
favor of Lender.

SECTION 14.23 OBLIGATIONS OF BORROWER PARTIES. Member and the Borrower Parties
other than Borrower are parties to this Loan Agreement only with regard to the
representations, warranties, and covenants specifically applicable to them.



                        [signatures follow on next page]








                                       98
<PAGE>   104

         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Loan Agreement as of the date first written above.


                                    BORROWER:

                                    OPRYLAND HOTEL NASHVILLE, LLC
                                    a Delaware limited liability company



                                    By: /s/ J. Russell Worsham
                                        ----------------------------------------
                                        Name:  J. Russell Worsham
                                        Title: Vice President


                                    MEMBER:

                                    Subject to the limitations set forth in
                                    Section 14.23 herein:

                                    OHN HOLDINGS, LLC,
                                    a Delaware limited liability company,




                                    By: /s/ J. Russell Worsham
                                        ----------------------------------------
                                        Name:  J. Russell Worsham
                                        Title: Vice President


                                    GUARANTOR:

                                    GAYLORD ENTERTAINMENT COMPANY,
                                    a Delaware corporation




                                    By: /s/ J. Russell Worsham
                                        ----------------------------------------
                                        Name:  J. Russell Worsham
                                        Title: Vice President


                                    LENDER:

                                    MERRILL LYNCH MORTGAGE LENDING, INC.,
                                    a Delaware corporation



                                    By: /s/ Andrea Balkan
                                        ----------------------------------------
                                        Name:  Andrea Balkan
                                        Title: Vice President


<PAGE>   105



STATE OF NEW YORK          )
                           )  SS:
COUNTY OF NEW YORK         )


         On this ______ day of March, 2001, before me appeared
__________________, to me personally known, or satisfactorily proven to be the
person whose name is subscribed to the foregoing as ___________________ of
___________________, for the purposes therein set forth, and that the same is
its act and deed.



                                    ----------------------------------
                                    Name of Notary:
                                    Notary Public
                                    My Commission expires:______________



<PAGE>   106
                         LIST OF EXHIBITS AND SCHEDULES

<TABLE>
<S>                <C>
Exhibit A       -  Capital Improvements Plan
Exhibit B       -  Form of Subordination, Non-Disturbance and Attornment Agreement
Exhibit C       -  Form of Intercreditor Agreement

Schedule 3.1(A) -  Loan Documents
Schedule 4.1(C) -  Organizational Chart for Borrower Parties
Schedule 4.2    -  Consents
Schedule 4.7    -  Rent Roll
Schedule 4.9    -  Litigation
Schedule 4.14   -  Employee Benefit Plans
Schedule 4.20   -  Insurance
Schedule 5.14   -  Material Agreements
Schedule 6.4    -  Required Repairs
Schedule 6.5    -  Required Capital Improvements
Schedule 6.6    -  FF&E Reserve & Capital Improvement Reserve Funding Condition
</TABLE>

<PAGE>   107
                                    EXHIBIT A

                            CAPITAL IMPROVEMENTS PLAN

OPRYLAND HOTEL NASHVILLE, LLC

REVISED 3-YEAR CAPITAL PLAN

<TABLE>
<S>                                                                        <C>
  2001
CAPITAL IMPROVEMENT PLAN
          Magnolia Lobby Renovation                                        $ 1,500,000
          New Entrance Road                                                  1,630,000
          Replace Sidewalks Areas in Veranda                                   150,000
          Ice Palace Project                                                   550,000
          Wayfinding Phase II                                                5,325,000
          Magnolia Corridor Carpet & Vinyl                                     700,000
          Renovate 236 Guestrooms Magnolia Building                          6,396,000
          Conservatory Fountain Project                                        100,000
          Magnolia Building Elevator Cab Upgrade                               100,000
          Delta Building Trash Receptacles                                       5,000
          Volare's Awning                                                       15,000
          Jack Daniel's Bar Upgrade                                             80,000
          Veranda & Cascades Pool Awnings                                       75,000
          Delta Sundry Shop Hallway Carpet                                      39,900
                                                                           -----------
                                                          TOTAL 2001       $16,665,900
                                                          CAPITAL
                                                          IMPROVEMENT
                                                                           -----------

                                                                           -----------
SPA                                                                          $ 800,000
                                                                           -----------

FF&E EXPENDITURE PLAN
          Rooms - General                                                    $ 403,000
          Rooms Housekeeping                                                   165,600
          Rooms - Public Space                                                  50,000
          Food & Beverage                                                    1,753,284
          Convention Services                                                   58,000
          Retail                                                               122,600
          Transportation                                                       310,000
          Engineering                                                        2,329,540
          Strategic Systems Development                                      2,117,900
          Purchasing                                                            23,825
          Accounting                                                            35,451
          Training                                                               8,907
          Human Resources                                                       42,120
          Security                                                             118,062
          Laundry/Wardrobe                                                      16,100
          Contingency                                                          800,000
                                                                           -----------
                                                          TOTAL 2001       $ 8,354,389
                                                          FF&E
                                                          EXPENDITURE
                                                          PLAN
                                                                           -----------
                                                          TOTAL 2001       $25,820,289
                                                          CAPITAL
                                                                           ===========
</TABLE>


                                   Exhibit A
<PAGE>   108

<TABLE>
<S>                                                                        <C>
  2002
CAPITAL IMPROVEMENT PLAN
          Wayfinding Phase III                                             $ 2,000,000
          Presidential & Tennessee Mezzanines                                3,000,000
          Renovate Guestrooms - Garden Conservatory                          5,000,000
          New Delta River Boat Attraction                                      1000000
          Renovate 141 Guestrooms - Magnolia                                 3,804,000
          Guestroom Lobby Furniture                                            150,000
          Mite Lite Tables                                                      175000
          Retail Shop Upgrade and Relocation                                   236,000
                                                                           -----------
                                                          TOTAL 2002       $15,365,000
                                                          CAPITAL
                                                          IMPROVEMENT
                                                                           -----------

                                                                           -----------
SPA                                                                         $6,000,000
                                                                           -----------


FF&E EXPENDITURE PLAN
          Tennessee Ballroom Upgrade Architectural                           $ 175,000
          Lighting
          Governor's Ballroom Outside Loading Ramp                             290,000
          Upgrade
          Magnolia Sidewalk Replacement                                        250,000
          Meeting Room Ceiling Tile Replacement                                350,000
          Air Handling Unit Variable Frequency Motor                           475,000
          Drives
          Electrical Circuit Board Upgrades - Main Hotel                       285,000
          Buildings
          Chat N Chew Carpet                                                    50,000
          Meeting Room Door Replacement                                         50,000
          Magnolia Fence Replacement                                            75,000
          Cascades Skylight Expansion Joints                                   150,000
          Hermitage Meeting Room Renovation                                    325,000
          F & B Kitchen Equipment                                              350,000
          Presidential Ballroom Roof Replacement                               625,000
          Delta Ballroom Renovation                                          1,700,000
          Magnolia Mezzanine Renovation                                      2,750,000
          Pickin Parlor Lounge Renovation                                      800,000
          Delta Ballroom Public Space Carpet                                   950,000
          Housekeeping Equipment (vacuums, rollaways,                           95,000
          cribs)
          Contingency                                                          800,000
                                                                           -----------
                                                          TOTAL 2002       $10,545,000
                                                          FF&E
                                                          EXPENDITURE
                                                          PLAN
                                                                           -----------
                                                          TOTAL 2002       $31,910,000
                                                          CAPITAL
                                                                           ===========

</TABLE>


                                   Exhibit A

<PAGE>   109


<TABLE>
<S>                                                                        <C>
  2003

CAPITAL IMPROVEMENT PLAN
          Renovate Guestrooms - Garden Conservatory                         $1,000,000
                                                                           -----------
                                                          TOTAL 2003        $1,000,000
                                                          CAPITAL
                                                          IMPROVEMENT
                                                                           -----------



SPA                                                                        $ 6,000,000


FF&E EXPENDITURE PLAN
          F & B Renovation - Volare's Restaurant                           $ 1,050,000
          Renovate 10 - 6th Floor Suites                                       500,000
          Housekeeping Equipment (radios, vacuums, cribs)                      125,000
          Magnolia & Presidential Meeting Rooms                              1,950,000
          Renovation
          Tennessee Ballroom Renovation                                        500,000
          Cascades Sunscreen Replacement                                       300,000
          Cascades Roof Replacement                                            300,000
          Country Christmas Electrical Upgrade                                 200,000
          Replastering Magnolia Pool                                           150,000
          Replace Engineering 4 Trucks & Equipment                              75,000
          Country Christmas Decoration Replacement                             300,000
          Delta & Magnolia Sundry Shop Renovation                              500,000
          New Indoor / outdoor Pool                                          1,500,000
          Upgrade Computer Systems                                             750,000
          Airport Bus for Transportation                                       315,000
          Laundry Equipment - Tunnel Washers, Flatware                         800,000
          Folder
          Contingency                                                          900,000
                                                                           -----------
                                                          TOTAL 2003       $10,215,000
                                                          FF&E
                                                          EXPENDITURE
                                                          PLAN
                                                                           -----------
                                                          TOTAL 2003       $17,215,000
                                                          CAPITAL
                                                                           ===========
</TABLE>


                                   Exhibit A


<PAGE>   110

                                    EXHIBIT B

                             FORM OF SUBORDINATION,
                    NON DISTURBANCE AND ATTORNMENT AGREEMENT

                                               TENANT: _________________________

                                 SUBORDINATION,
                    NON-DISTURBANCE AND ATTORNMENT AGREEMENT

         THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"AGREEMENT") is entered into by and among ______________________________, a
___________________________ ("TENANT"), whose address is
_____________________________, ______________________________, a
___________________________ ("LANDLORD"), whose address is
___________________________, and
_______________________________________________, its successors and/or assigns
("LENDER"), whose address is _____________________________________.


                              W I T N E S S E T H:

         WHEREAS, Landlord is the owner in fee simple of the real property
described in Exhibit A attached hereto, together with the improvements thereon
(the "PROPERTY");

         WHEREAS, Landlord or its predecessor and Tenant have entered into a
certain lease, dated _________________ [and amended/modified/extended/renewed by
____________________________, dated _______________] (as the same may hereafter
be amended, modified, renewed, extended or replaced, the "LEASE"), leasing to
Tenant a portion of the Property (the "PREMISES");

         WHEREAS, Lender has agreed to make a certain mortgage loan to Landlord
(the "LOAN"), which will be evidenced by Landlord's Promissory Note in such
amount (the "NOTE") and secured by, among other things, a certain Mortgage [Deed
of Trust], Assignment of Rents, Security Agreement and Fixture Filing (as the
same may hereafter be amended, modified, extended or recast, the "MORTGAGE") and
a certain Assignment of Leases and Rents (the "ASSIGNMENT OF LEASES")
encumbering the Property, which Mortgage and Assignment of Leases are to be
recorded simultaneously herewith;

         WHEREAS, Lender, Landlord and Tenant desire to confirm their
understanding with respect to the Lease and the Loan and the rights of Tenant
and Lender thereunder.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. Subordination. The Lease, including all of the terms thereof, is and
shall be subject and subordinate to the lien and all of the terms of the
Mortgage to the full extent of all amounts secured by the Mortgage and interest
thereon.


                                   Exhibit B

<PAGE>   111

         2. Attornment. Tenant agrees that it will attorn to and recognize any
purchaser of the Property at a Mortgage foreclosure sale or any transferee who
acquires the Property by deed in lieu of foreclosure or exercise of a power of
sale or otherwise in respect of the Mortgage (in any such case, the "NEW OWNER")
and the successors and assigns of such purchaser or transferee, as its landlord
for the unexpired balance (and any extensions or renewals, if exercised) of the
term of said Lease upon the same terms and conditions set forth in said Lease.

         3. Non-Disturbance. Provided there is no default under the Lease which
continues beyond the expiration of any applicable notice and grace period, such
New Owner will not terminate the Lease or disturb Tenant's possession of the
Premises under the Lease or the right to quiet enjoyment thereof, but the Lease
shall continue in accordance with its terms as a direct lease between Tenant and
New Owner.

         4. Cure by Lender of Landlord Defaults. Tenant agrees to give Lender or
any other New Owner (in accordance with Paragraph 8 hereof) a copy of any notice
of default served upon Landlord which with the passage of time or otherwise
would entitle Tenant to cancel the Lease or abate the rent under the Lease,
provided that prior to such notice Tenant has been notified in writing of the
address of the New Owner, or its agent, servicer or designee. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in the Lease, then Lender have an additional ten (10) days with
respect to a monetary default and thirty (30) days with respect to a
non-monetary default after its receipt of notice within which to cure such
default or if such non-monetary default cannot be cured within that time, then
such additional time as may be necessary to cure such default shall be granted
if within such thirty (30) days Lender has commenced and is diligently pursuing
the remedies necessary to cure such default (including, but not limited to,
commencement of foreclosure proceedings necessary to effect such cure), in which
event the Lease shall not be terminated while such remedies are being so
diligently pursued.

         5. Payments to Lender and Exculpation of Tenant. Tenant is hereby
notified that the Lease and the rent and all other sums due thereunder have been
assigned to Lender as security for the Loan. In the event that Lender notifies
Tenant of a default under the Mortgage and directs that Tenant pay its rent and
all other sums due under the Lease to Lender, Tenant shall honor such direction
without inquiry and pay its rent and all other sums due under the Lease in
accordance with such notice. Landlord agrees that Tenant shall have the right to
rely on any such notice from Lender without incurring any obligation or
liability to Landlord as if such notice were given at the direction of Landlord.
Tenant is hereby instructed to disregard any notice to the contrary received
from or at the behest of Landlord.

         6. Limitation of Liability. If the New Owner acquires the interest of
Landlord under the Lease, the New Owner shall not be:

         (a) liable for any act or omission of any prior landlord (including
Landlord);

         (b) subject to any claims, offsets, defenses or counterclaims which
Tenant might have against any prior landlord (including Landlord) arising prior
to the date upon which the New Owner shall succeed to the interests of Landlord
under the Lease;


                                   Exhibit B

<PAGE>   112

         (c) bound by any rent or additional rent which Tenant shall have paid
more than one (1) month in advance to any prior landlord (including Landlord)
unless received by New Owner;

         (d) liable for the return of any security deposit not actually received
by New Owner;

         (e) bound by any amendment or modification of the Lease made without
the written consent of New Owner (if consent is required under the Mortgage or
any of the other loan documents evidencing and/or securing the Loan);

         (f) bound by any covenant to undertake or complete any improvement to
or restoration of the Premises or the Property, except to the extent insurance
proceeds or condemnation awards are made available to New Owner to cover the
cost of the improvement.

Lender shall not, either by virtue of the Mortgage, the Assignment of Leases or
this Agreement, be or become (i) a mortgagee-in-possession or (ii) subject to
any liability or obligation under the Lease or otherwise until Lender shall have
acquired by foreclosure or otherwise the interest of Landlord in the Premises.
Lender's liability or obligation under the Lease shall extend only to those
liabilities or obligations accruing subsequent to the date that Lender has
acquired the interest of Landlord in the Premises as modified by the terms of
this Agreement. In addition, upon such acquisition, Lender shall have no
obligation, nor incur any liability, beyond Lender's then interest in the
Property. In the event of the assignment or transfer of the interest of Lender
under this Agreement, all obligations and liabilities of Lender under this
Agreement shall terminate and, thereupon, all such obligations and liabilities
shall be the sole responsibility of the party to whom Lender's interest is
assigned or transferred.

         7. Notice. Any notice, consent or other communication made hereunder
shall be in writing and delivered (i) personally, (ii) mailed by certified or
registered mail, postage prepaid, return receipt requested or (iii) by
depositing the same with a reputable overnight courier service, postage prepaid,
for next business day delivery, to the parties at their addresses first set
forth above and if to Lender, with a copy to Merrill Lynch Credit Corporation at
4802 Deer Lake Drive East, Jacksonville, Florida 32246-6484, Attention:
Commercial Mortgage Servicing. Notice shall be deemed given when delivered
personally, or four (4) business days after being placed in the United States
mail, if sent by certified or registered mail, or one (1) business day after
deposit with such overnight courier service. Any party can change its address or
party to receive notice by giving at least fifteen (15) days prior notice to the
other parties hereto in accordance with this provision. Tenant agrees to send a
copy of any notice or statement under the Lease to Lender at the same time such
notice or statement is sent to Landlord.

         8. Miscellaneous.

             (a) Successors and Assigns. This Agreement shall bind and inure to
the benefit of the parties hereto and their respective successors and assigns.

             (b) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State in which the Property is
located.


                                   Exhibit B

<PAGE>   113

             (c) Amendment. This Agreement shall be deemed to amend any
provisions of the Lease which are inconsistent with the terms hereof.

             (d) Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which shall be deemed an original, but all of
which, collectively and separately, shall constitute one and the same agreement.

             (e) Non-disturbance. Tenant agrees that this Agreement satisfies
any condition or requirement in the Lease relating to the granting of a
non-disturbance agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates set forth adjacent to their signatures below to be effective as of the
date of the Mortgage.


Date:                               TENANT:
     ------------------------               ------------------------------------


                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


Date:                               LANDLORD:
     ------------------------                 ----------------------------------


                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



Date:                               LENDER:
     ------------------------



                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

WHEN RECORDED, RETURN TO:



                                   Exhibit B
<PAGE>   114

                                    EXHIBIT C

                         FORM OF INTERCREDITOR AGREEMENT

                             INTERCREDITOR AGREEMENT


                                 BY AND BETWEEN


                      MERRILL LYNCH MORTGAGE LENDING, INC.
                                AS SENIOR LENDER


                                       AND


                       MERRILL LYNCH MORTGAGE CAPITAL INC.
                               AS MEZZANINE LENDER

                 PREMISES: OPRYLAND HOTEL AND CONVENTION CENTER
                           NASHVILLE, TENNESSEE












                                      C-1
<PAGE>   115

                             INTERCREDITOR AGREEMENT

         THIS INTERCREDITOR AGREEMENT (this "AGREEMENT"), dated as of March 27,
2001, by and between MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware
corporation, having an office at 100 Church Street, 18th Floor, New York, New
York 10080-6518 (together with its successors, assigns and participants as
permitted hereunder, collectively, "SENIOR LENDER"), and MERRILL LYNCH MORTGAGE
CAPITAL INC., a Delaware corporation, having an office at Four World Financial
Center, 10th Floor, New York, New York 10080 (together with its successors,
assigns and participants as permitted hereunder, collectively, "MEZZANINE
LENDER").

                              W I T N E S S E T H:

         WHEREAS, pursuant to the terms, provisions and conditions set forth in
that certain Amended and Restated Loan and Security Agreement, dated as of March
27, 2001, between Opryland Hotel Nashville, LLC, a Delaware limited liability
company ("BORROWER") and Senior Lender (the "SENIOR LOAN AGREEMENT"), Senior
Lender has made or is about to make a loan to Borrower in the original principal
amount of $275,000,000 (the "SENIOR LOAN"), which Senior Loan is evidenced by a
certain Amended and Restated Promissory Note, dated as of March 27, 2001, made
by Borrower to Senior Lender in the amount of $275,000,000, (the "SENIOR NOTE"),
and secured by, among other things, a certain (a) Amended and Restated Deed of
Trust, Assignment of Leases and Rents and Security Agreement, dated as of March
27, 2001, from Borrower for the benefit of Senior Lender (the "SENIOR
MORTGAGE"), encumbering the real property, and all improvements thereon and
appurtenances thereto, described on EXHIBIT A attached hereto and made a part
hereof (the "PREMISES"), (b) Guaranty of Recourse Obligations from Gaylord
Entertainment Company ("GUARANTOR") for the benefit of Senior Lender (the
"SENIOR LENDER'S GUARANTY") and (c) Cash Management Agreement, among Borrower,
Senior Lender and the agent bank named therein ("SENIOR LENDER'S LOCKBOX
AGREEMENT"; and, together with the Senior Loan Agreement, the Senior Note, the
Senior Mortgage, Senior Lender's Guaranty and all other agreements and
instruments executed and delivered pursuant to or in connection therewith and/or
as security for the Senior Loan, whether or not specifically described above, as
any of the foregoing may be modified, amended, extended, supplemented, restated
or replaced from time to time, subject to the limitations and agreements
contained in this Agreement, the "SENIOR LOAN DOCUMENTS"); and

         WHEREAS, pursuant to the terms, provisions and conditions set forth in
that certain Mezzanine Loan Agreement, dated as of March 27, 2001, between OHN
Holdings, LLC, a Delaware limited liability company ("MEZZANINE BORROWER") and
Mezzanine Lender (the "MEZZANINE LOAN AGREEMENT"), Mezzanine Lender has made or
is about to make a loan to Mezzanine Borrower in the original principal amount
of $100,000,000 (the "MEZZANINE LOAN"), which Mezzanine Loan is evidenced by a
certain Promissory Note, dated as of March 27, 2001, made by Mezzanine Borrower
to Mezzanine Lender in the amount of the Mezzanine Loan (the "MEZZANINE NOTE"),
and secured by, among other things, a certain (a) Pledge of Limited Liability
Membership Interest, dated as of March 27, 2001, from Mezzanine Borrower to
Mezzanine Lender (the "MEMBERSHIP PLEDGE AGREEMENT"), pursuant to which
Mezzanine Lender was granted a first priority perfected Uniform Commercial Code
("UCC") security



                                      C-2
<PAGE>   116

interest in all the membership interests of Borrower owned by Mezzanine
Borrower, (b) Stock Pledge Agreement dated as of March 27, 2001 from Guarantor
to Mezzanine Lender pursuant to which Mezzanine Lender was granted a first
priority perfected security interest in all the outstanding stock in the Manager
of the Borrower (the Membership Pledge Agreement and Stock Pledge Agreement,
collectively "MEZZANINE LENDER'S EQUITY PLEDGE AGREEMENT"); (c) Guaranty of
Recourse Obligations dated March 27, 2001 from Guarantor for the benefit of
Mezzanine Lender ("MEZZANINE LENDER'S GUARANTY") and (d) Mezzanine Deposit
Account Agreement, among Mezzanine Borrower, Mezzanine Lender and the mezzanine
deposit bank named therein ("MEZZANINE LENDER'S CASH MANAGEMENT AGREEMENT"; and,
together with the Mezzanine Loan Agreement, the Mezzanine Note, Mezzanine
Lender's Guaranty, Mezzanine Lender's Cash Management Agreement and all other
agreements and instruments executed and delivered pursuant to or in connection
therewith and/or as security for the Mezzanine Loan, whether or not specifically
described above, as any of the foregoing may be modified, amended, extended,
supplemented, restated or replaced from time to time, subject to the limitations
and agreements contained in this Agreement, the "MEZZANINE LOAN DOCUMENTS"); and

         WHEREAS, as an inducement to Senior Lender to make the Senior Loan and
to Mezzanine Lender to make the Mezzanine Loan, Senior Lender and Mezzanine
Lender desire to enter into this Agreement to provide for the relative priority
of the Senior Loan Documents and the Mezzanine Loan Documents on the terms and
conditions herein below set forth, and to evidence certain agreements with
respect to the relationship between the Mezzanine Loan and the Mezzanine Loan
Documents, on the one hand, and the Senior Loan and the Senior Loan Documents,
on the other hand.

         NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Senior Lender and Mezzanine Lender hereby agree as follows:

         1. CERTAIN DEFINITIONS: RULES OF CONSTRUCTION.

             (a) As used in this Agreement, the following capitalized terms
shall have the following meanings:

                 (i) "AFFILIATE" means, as to any particular Person, any Person
(as hereinafter defined) directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with the
Person or Persons in question.

                 (ii) "BANKRUPTCY CODE" shall have the meaning ascribed thereto
in Section 5(d).

                 (iii) "CONTROL" (and the correlative terms "CONTROLLED BY" and
"UNDER COMMON CONTROL WITH") mean, with respect to a Person that is a
corporation, the right to exercise, directly or indirectly, more than 50% of the
voting rights attributable to the shares of the controlled corporation, and,
with respect to a Person that is not a corporation, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled Person.



                                      C-3
<PAGE>   117

                 (iv) "ENFORCEMENT ACTION" means any (x) judicial or
non-judicial foreclosure proceeding, the exercise of any power of sale, the
taking of a deed or assignment in lieu of foreclosure, the obtaining of a
receiver or the taking of any other enforcement action against the Premises or
Borrower, including, without limitation, the taking of possession or control of
the Premises, (y) acceleration of or judicial action taken in order to collect,
all or any indebtedness secured by the Premises or (z) exercise of any right or
remedy available to (1) Senior Lender under the Senior Loan Documents, at law,
in equity or otherwise with respect to Borrower or the Premises or (2) Mezzanine
Lender under the Mezzanine Loan Documents, at law, in equity or otherwise with
respect to Mezzanine Borrower and/or Borrower, as the case may be; provided,
however, that neither (A) any of the foregoing actions taken by Mezzanine Lender
with respect to the Separate Collateral, or with respect to the Mezzanine
Lender's Guaranty or any Other Guaranty/Indemnity to the extent permitted under
Section 5(b) hereof nor (B) any increase in the interest rate or payment of
principal of the Mezzanine Loan resulting from the enforcement of the Mezzanine
Loan Documents or of the Senior Loan resulting from the enforcement of the
Senior Loan Documents shall constitute an Enforcement Action.

                 (v) "EVENT OF DEFAULT" as used herein with respect to the
Senior Loan and the Senior Loan Documents means any Event of Default as defined
in the Senior Loan Agreement which has occurred, is continuing (i.e., has not
been cured by Borrower) and has not otherwise been cured by Mezzanine Lender in
accordance with the terms of this Agreement.

                 (vi) "EXPENSES" has the meaning ascribed thereto in the
Mezzanine Loan Agreement.

                 (vii) "IMPOSITIONS" has the meaning ascribed thereto in the
Mezzanine Loan Agreement.

                 (viii) "INSOLVENCY PROCEEDING" means any proceeding under Title
11 of the United States Code (11 U.S.C. Sec. 101 et. seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning
Borrower, any action for the dissolution of Borrower, any proceeding (judicial
or otherwise) concerning the application of the assets of Borrower, for the
benefit of its creditors, the appointment of or any proceeding seeking the
appointment of a trustee, receiver or other similar custodian for all or any
substantial part of the assets of Borrower or any other action concerning the
adjustment of the debts of Borrower, the cessation of business by Borrower,
except following a sale, transfer or other disposition of all or substantially
all of the assets of Borrower in a transaction permitted under the Senior Loan
Documents.

                 (ix) "INSTITUTIONAL LENDER/OWNER" means (1) Merrill Lynch &
Co., Goldman Sachs Group, Inc., Archon Capital, LP, FleetBoston Financial Corp.,
Wilmington Trust Company and Lennar Corporation or any Affiliates under the
Control of any of the aforementioned entities, or (2) one or more of the
following: (i) a bank, savings and loan association, investment bank, insurance
company, real estate investment trust, commercial credit corporation, pension
plan, pension fund or pension advisory firm, mutual fund, trust company,
government entity or plan, (ii) an investment company, money management firm or
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, which is regularly engaged in the business
of making or owning mezzanine loans of



                                      C-4
<PAGE>   118

similar types to the Mezzanine Loan in question, (iii) a trustee in connection
with a securitization of the Mezzanine Loan, so long as the trustee, the
servicer and special servicer therefor is an entity that otherwise would be an
Institutional Lender/Owner, and are approved by the applicable Rating Agencies
as approved trustee, servicer or special servicer, as the case may be, or a
Delaware business trust in which the trustee is an Institutional Lender/Owner
and the majority of each class (including any controlling class) of beneficial
interests in such securitization or trust is (and shall at all times remain
under the governing provisions of such securitization or trust) under the
Control of an Institutional Lender/Owner (iv) an institution substantially
similar to any of the foregoing described in clauses (i), (ii), or (iii) of this
definition, which, in each case of clauses (i), (ii), (iii), or (iv) of this
definition, (A) has total assets (in name or under management) in excess of
$800,000,000 and (except with respect to a pension advisory firm or similar
fiduciary) capital/statutory surplus or shareholder's equity of $300,000,000,
and (B) is regularly engaged in the business of making or owning commercial
loans, and either owns, operates, invests in or lends on hotels or has hired an
advisory firm that owns, operates, invests in or lends on hotels, (v) any entity
Controlled (as defined below) by any of the entities described in clause (i)
above, or (vi) any other entity approved by the Rating Agencies as evidenced by
a Rating Confirmation Letter. For purposes of this definition only, "Control"
means the ownership, directly or indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership interests of an entity or the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of an entity, whether through the
ability to exercise voting power, by contract or otherwise ("Controlled" has the
meaning correlative thereto). The preapproval by the Rating Agencies of the
entities in clause (1) above shall apply only to the extent that interests in
the Mezzanine Loan are acquired by such entities within one (1) year of the date
hereof, or in the case of Lennar Corporation or its Affiliates within ninety
(90) days of the date hereof.

                 (x) "MEZZANINE LOAN" means all obligations of Mezzanine
Borrower now or hereafter arising under the Mezzanine Loan Documents, whether
for principal, interest, default interest, exit fees, fees on account of loan
servicing and other fees, costs and expenses payable to Mezzanine Lender
pursuant to the Mezzanine Loan Documents (including, without limitation,
reasonable attorneys' fees and disbursements), and all amounts payable to
Mezzanine Lender in respect of any breach of a representation or warranty made
in the Mezzanine Loan Documents or protective advance made by Mezzanine Lender
pursuant to the Mezzanine Loan Documents to protect and preserve the Premises
and Mezzanine Lender's rights and security under the Mezzanine Loan Documents.

                 (xi) "NON-SUSCEPTIBLE DEFAULT" means any default by Borrower
under the Senior Loan Documents which cannot be cured by Mezzanine Lender
without obtaining possession of the Premises.

                 (xii) "OTHER GUARANTY/INDEMNITY" means any guaranty or
indemnity granted in favor of Mezzanine Lender or Senior Lender, as applicable,
by any Person other than Mezzanine Borrower or Borrower, as applicable (such as,
for example, any indemnity against environmental liabilities).

                 (xiii) "PERSON" means any individual, sole proprietorship,
corporation, general partnership, limited partnership, limited liability company
or partnership, joint venture,



                                      C-5
<PAGE>   119

association, joint stock company, bank, trust, estate unincorporated
organization, any federal, state, county or municipal government (or any agency
or political subdivision thereof) endowment fund or any other form of entity.

                 (xiv) "RATING AGENCIES" shall mean, prior to the final
Securitization of the Senior Loan, each of Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and
Fitch, Inc., or any other nationally-recognized statistical rating agency which
has been designated by Senior Lender and, after the final Securitization of the
Senior Loan, shall mean any of the foregoing that have rated any of the
certificates issued in connection with such Securitization.

                 (xv) "RATING CONFIRMATION LETTER" means a letter issued by each
applicable Rating Agency confirming that the taking of the action referenced
therein will not result in any qualification, withdrawal or downgrade of any
certificates issued in connection with the Securitization of the Senior Loan.

                 (xvi) "SECURITIZATION" has the meaning ascribed thereto in the
Mezzanine Loan Agreement.

                 (xvii) "SENIOR LOAN" means all obligations of Borrower now or
hereafter arising under the Senior Loan Documents, whether for principal,
interest, default interest, prepayment fees, fees on account of loan servicing
and other fees, costs and expenses payable to Senior Lender as holder of the
Senior Note pursuant to the Senior Loan Documents (including, without
limitation, reasonable attorneys' fees and disbursements), and all amounts
payable to Senior Lender in respect of any breach of a representation or
warranty made in the Senior Loan Documents or protective advance made by Senior
Lender pursuant to the Senior Loan Documents to protect and preserve the
Premises and rights and security of Senior Lender as holder of the Senior Note
under the Senior Loan Documents.

                 (xviii) "SENIOR LOAN DEFAULT NOTICE" has the meaning ascribed
thereto in Section 8.

                 (xix) "SEPARATE COLLATERAL" means (a) all collateral and all
products or proceeds thereof pledged and all rights and remedies granted
pursuant to Mezzanine Lender's Equity Pledge Agreement and (b) the accounts (and
monies therein from time to time) established pursuant to Mezzanine Lender's
Cash Management Agreement, in each case not directly constituting security for
the Senior Loan or any proceeds therefrom.

                 (xx) "SEPARATE COLLATERAL ENFORCEMENT ACTION" means any action
or proceeding or other exercise of Mezzanine Lender's rights and remedies
commenced by Mezzanine Lender, in law or in equity, or otherwise, in order to
realize upon the Separate Collateral.

                 (xxi) "TRANSFER" means any assignment, conveyance, sale,
transfer, mortgage, encumbrance, grant of a security interest or issuance of a
participation interest, directly or indirectly, by operation of law or
otherwise.



                                      C-6
<PAGE>   120

             (b) For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

                 (i) all capitalized terms defined in the recitals to this
Agreement shall have the meanings ascribed thereto whenever used in this
Agreement;

                 (ii) the terms defined in this Agreement have the meanings
assigned to them in this Agreement, and the use of any gender herein shall be
deemed to include the other genders;

                 (iii) all references in this Agreement to designated Sections,
Subsections, Paragraphs, Articles, Exhibits, Schedules and other subdivisions or
addenda without reference to a document are to the designated sections,
subsections, paragraphs and articles and all other subdivisions of and exhibits,
schedules and all other addenda to this Agreement, unless otherwise specified;

                 (iv) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall apply to paragraphs and other
subdivisions;

                 (v) the headings and captions used in this Agreement are for
convenience of reference only and do not define, limit or describe the scope or
intent of the provisions of this Agreement;

                 (vi) the terms "includes" or "including" shall mean without
limitation by reason of enumeration;

                 (vii) the words "herein", "hereof", "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
provision;

                 (viii) the words "to Mezzanine Lender's knowledge" or "to the
knowledge of Mezzanine Lender" (or words of similar meaning) shall mean to the
actual knowledge of officers or agents, including without limitation, any
servicer of Mezzanine Lender with direct oversight responsibility for the
Mezzanine Loan without independent investigation or inquiry and without any
imputation whatsoever; and

                 (ix) the words "to Senior Lender's knowledge" or "to the
knowledge of Senior Lender" (or words of similar meaning) shall mean to the
actual knowledge of officers or agents, including without limitation, any
servicer of Senior Lender with direct oversight responsibility for the Senior
Loan without independent investigation or inquiry and without any imputation
whatsoever.

         2. APPROVAL OF LOANS AND LOAN DOCUMENTS.

             (a) Mezzanine Lender hereby acknowledges that (i) it has received
and reviewed and, subject to the terms and conditions of this Agreement, hereby
consents to the making of the Senior Loan (ii) the execution and delivery of the
Senior Loan Documents will not constitute a default or an event which, with the
giving of notice or the lapse of time, or both,



                                      C-7
<PAGE>   121

would constitute a default under the Mezzanine Loan Documents, (iii) Senior
Lender is under no obligation or duty to, nor has Senior Lender represented that
it will see to, the application of the proceeds of the Senior Loan by Borrower
or any other Person to whom Senior Lender disburses such proceeds and (iv) any
application or use of such proceeds for purposes other than those provided in
the Senior Loan Documents shall not affect, impair or defeat the terms and
provisions of this Agreement.

             (b) Senior Lender hereby acknowledges that (i) it has received and
reviewed, and, subject to the terms and conditions of this Agreement, hereby
consents to the making of the Mezzanine Loan (ii) the execution and delivery of
the Mezzanine Loan Documents will not constitute a default or an event which,
with the giving of notice or the lapse of time, or both, would constitute a
default under the Senior Loan Documents, (iii) Mezzanine Lender is under no
obligation or duty to, nor has Mezzanine Lender represented that it will see to,
the application of the proceeds of the Mezzanine Loan by Mezzanine Borrower or
any other Person to whom Mezzanine Lender disburses such proceeds and (iv) any
application or use of such proceeds for purposes other than those provided in
the Mezzanine Loan Documents shall not affect, impair or defeat the terms and
provisions of this Agreement.

         3. REPRESENTATIONS AND WARRANTIES.

             (a) Mezzanine Lender hereby represents and warrants as follows:

                 (i) The Mezzanine Loan is now outstanding in the full amount
thereof and the Mezzanine Loan Documents (x) to Mezzanine Lender's knowledge,
have been duly authorized, executed and delivered by Mezzanine Borrower and (y)
have not been amended, modified, supplemented or restated. The documents listed
in Section 3.1(a)(2) of the Mezzanine Loan Agreement is a true, correct and
complete listing of all of the Mezzanine Loan Documents as of the date hereof.
To Mezzanine Lender's knowledge, there currently exists no default or event
which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Mezzanine Loan Documents.

                 (ii) Mezzanine Lender is the legal and beneficial owner of the
entire Mezzanine Loan free and clear of any lien, security interest, option or
other charge or encumbrance, other than any lien or security interest granted to
any Loan Pledgee (as hereinafter defined) as contemplated by the provisions of
Section 12(b) hereof.

                 (iii) There are no conditions precedent to the effectiveness of
this Agreement that have not been satisfied or waived.

                 (iv) Mezzanine Lender has, independently and without reliance
upon Senior Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.

                 (v) It is duly organized and is validly existing under the laws
of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated
hereby.



                                      C-8
<PAGE>   122

                 (vi) All actions necessary to authorize the execution,
delivery, and performance of this Agreement on behalf of Mezzanine Lender have
been duly taken, and all such actions continue in full force and effect as of
the date hereof.

                 (vii) It has duly executed and delivered this Agreement and
this Agreement constitutes the legal, valid, and binding agreement of Mezzanine
Lender enforceable against Mezzanine Lender in accordance with its terms subject
to (y) applicable bankruptcy, reorganization, insolvency and moratorium laws,
and (z) general principles of equity which may apply regardless of whether a
proceeding is brought in law or in equity.

                 (viii) To Mezzanine Lender's knowledge, no consent of any other
Person and no consent, license, approval, or authorization of, or exemption by,
or registration or declaration or filing with, any governmental authority,
bureau or agency is required in connection with the execution, delivery or
performance by Mezzanine Lender of this Agreement or consummation by Mezzanine
Lender of the transactions contemplated by this Agreement.

                 (ix) The Mezzanine Loan Documents are not cross-defaulted with
any other loan from Mezzanine Lender to Mezzanine Borrower or to any other
Affiliate of Borrower.

         (b) Senior Lender hereby represents and warrants as follows:

                 (i) The Senior Loan is now outstanding in the full amount
thereof and the Senior Loan Documents (x) to Senior Lender's knowledge, have
been duly authorized, executed and delivered by Borrower and (y) have not been
amended, modified, supplemented or restated. The documents listed on Schedule
3.1(A) of the Senior Loan Agreement is a true, correct and complete listing of
the Senior Loan Documents as of the date hereof. To Senior Lender's knowledge,
there currently exists no default or event which, with the giving of notice or
the lapse of time, or both, would constitute a default under any of the Senior
Loan Documents.

                 (ii) Lender is the legal and beneficial owner of the Senior
Note free and clear of any lien, security interest, option or other charge or
encumbrance and subject to the rights of First Union National Bank and
Prudential Mortgage Capital Company, LLC under that certain Co-Lender Agreement,
dated as of the date hereof. Notwithstanding such Co-Lender Agreement, Mezzanine
Lender may continue to deal exclusively with Senior Lender as holder of the
Senior Loan hereunder.

                 (iii) There are no conditions precedent to the effectiveness of
this Agreement that have not been satisfied or waived.

                 (iv) Senior Lender has, independently and without reliance upon
Mezzanine Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.

                 (v) It is duly organized and is validly existing under the laws
of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated
hereby.



                                      C-9
<PAGE>   123

                 (vi) All actions necessary to authorize the execution,
delivery, and performance of this Agreement on behalf of Senior Lender have been
duly taken, and all such actions continue in full force and effect as of the
date hereof.

                 (vii) It has duly executed and delivered this Agreement and
this Agreement constitutes the legal, valid, and binding agreement of Senior
Lender enforceable against Senior Lender in accordance with its terms subject to
(y) applicable bankruptcy, reorganization, insolvency and moratorium laws and
(z) general principles of equity which may apply regardless of whether a
proceeding is brought in law or in equity.

                 (viii) To Senior Lender's knowledge, no consent of any other
Person and no consent, license, approval, or authorization of, or exemption by,
or registration or declaration or filing with, any governmental authority,
bureau or agency is required in connection with the execution, delivery or
performance by Senior Lender of this Agreement or consummation by Senior Lender
of the transactions contemplated by this Agreement.

                 (ix) The Senior Loan Documents are not cross-defaulted with any
other loan from Senior Lender to Borrower or Mezzanine Borrower or any other
Affiliate of Borrower, and the Premises do not secure any such other loan from
Senior Lender to Borrower or Mezzanine Borrower or any other Affiliate of
Borrower.

         4. MODIFICATIONS, AMENDMENTS, ETC.

             (a) Notwithstanding any provision in the Mezzanine Loan Documents,
the Senior Lender shall have the right to modify, amend, consolidate, spread,
restate or waive any provision of the Senior Loan Documents without obtaining
the consent of Mezzanine Lender provided that, prior to the occurrence of an
Event of Default and the commencement of an Enforcement Action by the Senior
Lender, no such modification, amendment, consolidation, spreader, restatement or
waiver shall: (i) increase the interest rate, amortization rate or principal
amount of the Senior Note except as presently and expressly set forth in the
Senior Loan Documents, (ii) increase in any other material respect any monetary
obligations or modify any default provisions of Borrower or Guarantor under the
Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of
the Senior Loan, provided that Senior Lender may extend the maturity in
connection with a work-out or other surrender, compromise, release, renewal or
indulgence relating to repayment of the Senior Note or as otherwise presently
and expressly set forth in the Senior Loan Documents, (iv) converts or exchanges
the Senior Loan into or for any other indebtedness or subordinates any of the
Senior Loan to any indebtedness of Borrower or adds or modifies transfer
provisions which would restrict or prohibit the Mezzanine Lender from realizing
on the Separate Collateral, (v) cross-default the Senior Loan with any other
indebtedness, (vi) amends or modifies the cash flow provisions set forth in the
Senior Lender's Lockbox Agreement, (vii) obtains any contingent interest,
additional interest or so-called "kicker" measured on the basis of the cash flow
or appreciation of the Premises, in any case, senior in lien right or right to
payment to the Mezzanine Loan, or (viii) spreads the lien of the Senior Mortgage
to encumber additional real property or other Collateral of the Borrower.
Notwithstanding the foregoing (A) any amounts funded by the Senior Lender under
the Senior Loan Documents as a result of the making of any protective advances
or other advances by the Senior Lender (or any servicer, special servicer or
trustee) expressly permitted by the terms of



                                      C-10
<PAGE>   124

the Senior Loan Documents, or (B) interest accruals or accretions and any
compounding thereof (including default interest) shall not at any time be deemed
to contravene this Section 4(a). Notwithstanding any provisions herein to the
contrary, Senior Lender agrees that no default or Event of Default under the
Mezzanine Loan Documents shall, in and of itself, constitute or give rise to a
default or Event of Default under the Senior Loan Documents, entitle the Senior
Lender to accelerate payments under the Senior Loan Documents or entitle Senior
Lender to modify any provisions of the Senior Loan Documents.

             (b) The Senior Lender shall deliver to the Mezzanine Lender copies
of any and all modifications, amendments, extensions, consolidations, spreaders,
restatements, alterations, changes or revisions to any one or more of the Senior
Loan Documents (including, without limitation, any side letters, waivers or
consents entered into, executed or delivered by the Senior Lender) within a
reasonable time after any of such applicable instruments have been executed by
the Senior Lender.

             (c) Notwithstanding any provision in the Senior Loan Documents, the
Mezzanine Lender shall have the right to enter into, execute and agree to
modify, amend, consolidate, spread, restate or waive any provision of the
Mezzanine Loan Documents without obtaining the consent of the Mortgage Lender,
provided no such modification, amendment, consolidation, spreader, restatement
or waiver shall (i) increase the principal amount secured by the Mezzanine Loan,
(ii) increase the interest rate payable under the Mezzanine Loan, (iii) provide
for the payment of any additional interest, kicker or similar equity feature,
(iv) modify the maturity date of the Mezzanine Loan provided that Mezzanine
Lender may extend the maturity in connection with a work-out or other surrender,
compromise, release, renewal or indulgence relating to the repayment of the
Mezzanine Note, (v) spread the lien of the Mezzanine Loan Documents to encumber
any additional collateral, or (vi) cross-default the Mezzanine Loan with any
other indebtedness. Notwithstanding the foregoing, any amounts funded by the
Mezzanine Lender under the Mezzanine Loan Documents as a result of (A) the
making of any protective advances or other advances by Mezzanine Lender
expressly permitted by the terms of the Mezzanine Loan Documents and this
Agreement, or (B) interest accruals or accretions and any compounding thereof
(including default interest) shall not at any time be deemed to contravene this
Section 4(c).

             (d) The Mezzanine Lender shall deliver to the Senior Lender copies
of any and all modifications, amendments, extensions, consolidations, spreaders,
restatements, alterations, changes or revisions to any one or more of the
Mezzanine Loan Documents, respectively (including, without limitation, any side
letters, waivers or consents entered into, executed or delivered by the
Mezzanine Lender) within five (5) business days after any of such applicable
instruments have been executed by the Mezzanine Lender, as applicable.

             (e) Mezzanine Lender shall consent to the amendment or modification
of the Mezzanine Borrower's organizational documents upon request by the Senior
Lender in order to satisfy requests made by Rating Agencies rating any
certificates related to a Securitization.



                                      C-11
<PAGE>   125

         5. SUBORDINATION OF MEZZANINE LOAN AND MEZZANINE LOAN DOCUMENTS.

             (a) Mezzanine Lender hereby subordinates and makes junior the
Mezzanine Loan, the Mezzanine Loan Documents and the liens and security
interests created thereby, and all rights, remedies, terms and covenants
contained therein to (i) the Senior Loan, (ii) the liens and security interests
created by the Senior Loan Documents and (iii) all of the terms, covenants,
conditions, rights and remedies contained in the Senior Loan Documents and any
modifications thereto and permitted hereunder, and any modifications to the
Mezzanine Loan Documents shall not affect the subordination thereof as set forth
hereinabove in this Section.

             (b) Except with respect to the Separate Collateral, every document
and instrument included within the Mezzanine Loan Documents shall be subject and
subordinate to each and every document and instrument included within the Senior
Loan Documents and all extensions, modifications, consolidations, supplements,
amendments, replacements and restatements of and/or to the Senior Loan
Documents.

             (c) This Agreement shall not be construed as subordinating and
shall not subordinate or impair Mezzanine Lender's first lien priority right,
estate and interest in and to the Separate Collateral and Senior Lender hereby
acknowledges and agrees that Senior Lender does not have and shall not hereafter
acquire, any lien on, or any other interest whatsoever in, the Separate
Collateral, or any part thereof, and that Mezzanine Lender's exercise of
remedies and realization upon the Separate Collateral in accordance with Section
8 hereof shall not constitute a default or an event of default under the Senior
Loan Documents.

             (d) Until the satisfaction in full of the Senior Loan, Mezzanine
Lender hereby covenants and agrees that it will not acquiesce, petition or
otherwise invoke or cause any other Person to invoke an Insolvency Proceeding
with respect to Borrower or Mezzanine Borrower or seek to appoint a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
with respect to Borrower or Mezzanine Borrower or all or any part of its
property or assets or ordering the winding-up or liquidation of the affairs of
Borrower or Mezzanine Borrower. Mezzanine Lender further agrees that the
Mezzanine Lender shall not make any election, give any consent, commence any
action or file any motion or take any other action in any case by or against the
Borrower under the Bankruptcy Code (hereinafter defined) without the prior
written consent of Senior Lender, which consent may be given or withheld in
Senior Lender's sole discretion. Mezzanine Lender hereby appoints the Senior
Lender as its agent, and grants to the Senior Lender an irrevocable power of
attorney coupled with an interest, and its proxy, for the purpose of exercising
any and all rights and taking any and all actions available to the Mezzanine
Lender in connection with any case by or against the Borrower under the
Bankruptcy Code, including without limitation, the right to vote to accept or
reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code
with respect to the Mezzanine Loan and to file a motion to modify the automatic
stay with respect to the Mezzanine Loan. Mezzanine Lender hereby agrees that,
upon the request of the Senior Lender, the Mezzanine Lender shall execute,
acknowledge and deliver to the Senior Lender all and every such further deeds,
conveyances and instruments as the Senior Lender may reasonably request for the
better assuring and evidencing of the foregoing appointment and grant. In the
event of any Insolvency Proceeding of the Mezzanine Borrower, Mezzanine Lender
agrees not to seek, and to diligently oppose the action by any other Person to
seek, to consolidate the Property or any other assets of the Borrower with the
assets of the Mezzanine Borrower or its affiliates.



                                      C-12
<PAGE>   126

         6. PAYMENT SUBORDINATION.

             (a) Except as otherwise expressly provided in this Agreement,
including, without limitation, Section 6(b) below, all of Mezzanine Lender's
rights to payment of the Mezzanine Note and the Mezzanine Loan and the
obligations evidenced by the Mezzanine Loan Documents are hereby subordinated to
all of Senior Lender's rights to payment by Borrower of the Senior Note and the
obligations secured by the Senior Loan Documents, and Mezzanine Lender shall not
accept or receive payments (including, without limitation, whether in cash or
other property and whether received directly, indirectly or by set-off,
counterclaim or otherwise) from Borrower and/or relating to the Premises prior
to the date that all obligations of Borrower to Senior Lender with respect to
the Senior Note under the Senior Loan Documents which are then due and owing are
paid. If there shall have occurred and be continuing an Event of Default under
the Senior Loan Documents, Senior Lender shall be entitled to receive payment
and performance in full of all amounts due or to become due to Senior Lender
before Mezzanine Lender is entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of Borrower being subordinated to the payment of the Mezzanine Loan) on account
of the Mezzanine Loan. If no Event of Default exists under the Mezzanine Loan
Documents, Mezzanine Lender shall not apply any funds held in the Cash Sweep
Event Reserve under the Mezzanine Lender's Cash Management Agreement to any
prepayments of principal of the Mezzanine Loan, but shall instead remit such
amounts to the Senior Lender, to be applied to the Senior Loan. Any sums paid to
Senior Lender and applied to the Senior Loan shall not be deemed a payment under
the Mezzanine Loan Documents and the Mezzanine Loan shall not be reduced or
discharged, in whole or part, by the payment of such sums. All payments or
distributions upon or with respect to the Mezzanine Loan which are received by
Mezzanine Lender contrary to the provisions of this Agreement shall be received
in trust for the benefit of Senior Lender and shall be paid over to Senior
Lender in the same form as so received (with any necessary endorsement) to be
applied (in the case of cash) to, or held as collateral (in the case of non-cash
property or securities) for, the payment or performance of the Senior Loan in
accordance with the terms of the Senior Loan Documents.

             (b) Notwithstanding anything to the contrary contained in this
Agreement, including, without limitation, Section 6(a), provided that (i) no
Event of Default under the Senior Loan Documents or Cash Trap Event (as defined
in the Senior Loan Documents) shall have occurred and be continuing and (ii) the
originally scheduled maturity date of the Senior Loan has not occurred,
Mezzanine Lender may accept (x) current payments due and payable from time to
time which Mezzanine Borrower is obligated to pay Mezzanine Lender in accordance
with the terms and conditions of the Mezzanine Note and the Mezzanine Loan
Agreement, (y) payments received by Mezzanine Lender in connection with its
exercise of rights and remedies with respect to the Separate Collateral, and (z)
prepayments of the Mezzanine Loan, together with any prepayment fee payable
pursuant to the Mezzanine Loan Documents other than from funds held in the Cash
Sweep Event Reserve under the Mezzanine Lender's Cash Management Agreement and
applied by the Mezzanine Lender; provided, however, that if such prepayment is
effected in connection with a refinancing of the Mezzanine Loan ("New Mezzanine
Loan") which refinancing will not result in the repayment in full of the Senior
Loan, the following conditions must be satisfied: (1) the holder of the New
Mezzanine Loan is an Institutional Lender/Owner; (2) the principal amount of the
New Mezzanine Loan shall not exceed the lesser of (i) $100,000,000 and (ii) an
amount which will produce an aggregate Debt Service Coverage Ratio



                                      C-13
<PAGE>   127

(calculated based upon Pro Forma Net Operating Income (as such term is defined
in the Senior Loan Agreement) for the Premises for the 12 month period ended
immediately prior to such refinancing and projected debt service on the Senior
Loan and the New Mezzanine Loan for the 12 months following such refinancing
with debt service on the Senior Loan calculated at an interest rate equal to the
sum of the Cap Threshold Rate (as such term is defined in the Senior Loan
Agreement) plus the then Applicable Spread (as such term is defined in the
Senior Loan Agreement) and including required principal amortization payments
under the Senior Loan Documents and debt service under the New Mezzanine Loan
calculated in the same manner (giving effect to any interest rate cap maintained
with respect to the New Mezzanine Loan)) of at least 1.15:1.00; (3) the maturity
date of the New Mezzanine Loan shall be on or after the Maturity Date of the
Senior Loan; (4) the New Mezzanine Loan documents shall be in form and substance
reasonably acceptable to Senior Lender; (5) the Mezzanine Lender shall have
delivered a Rating Confirmation Letter from each of the Rating Agencies; (6) the
holder of the New Mezzanine Loan shall have executed and delivered a
subordination and intercreditor agreement substantially in the form of this
Agreement; and (7) Borrower shall have paid all of Senior Lender's reasonable
costs and expenses incurred in connection with the review and approval of the
New Mezzanine Loan and execution and delivery of all documents provided above
including, without limitation, reasonable attorney's fees and disbursements.

             (c) Mezzanine Lender may, in its sole and absolute discretion
without Senior Lender's consent, take any Separate Collateral Enforcement Action
subject to the requirements of Section 8(b); provided, however, that Mezzanine
Lender shall provide Senior Lender with copies of any and all material notices,
pleadings, agreements, motions and briefs served upon, delivered to or with any
party to any Separate Collateral Enforcement Action and otherwise keep Senior
Lender reasonably apprised as to the status of any Separate Collateral
Enforcement Action (it being understood, however, that Mezzanine Lender's
failure in good faith so to do shall not diminish Mezzanine Lender's rights
hereunder).

         7. RIGHTS OF SUBROGATION.

             (a) Mezzanine Lender hereby waives any requirement that Senior
Lender marshal any assets in connection with any foreclosure of any security
interest or any other realization upon collateral in respect of the Senior Loan
Documents, or that Senior Lender exhaust its remedies against any portion of the
Premises or collateral under the Senior Loan Documents. Each of Mezzanine Lender
or Senior Lender assumes all responsibility for keeping itself informed as to
the condition (financial or otherwise) of Borrower, the condition of the
Premises and all other collateral and other circumstances and, except for
notices expressly required by this Agreement, neither Senior Lender nor
Mezzanine Lender shall have any duty whatsoever to obtain, advise or deliver
information or documents to the other relative to such condition, business,
assets and/or operations. Mezzanine Lender agrees that Senior Lender owes no
fiduciary duty to Mezzanine Lender in connection with the administration of the
Senior Loan and the Senior Loan Documents and Mezzanine Lender agrees never to
assert any such claim. Senior Lender agrees that Mezzanine Lender owes no
fiduciary duty to Senior Lender in connection with the administration of the
Mezzanine Loan and the Mezzanine Loan Documents and Senior Lender agrees never
to assert any such claim.



                                      C-14
<PAGE>   128

             (b) Provided that any of Mezzanine Lender's rights of subrogation
against the Borrower, the Premises or any other collateral under the Senior Loan
Documents be fully subordinate in all respects to all rights of the Senior
Lender and not be exercisable until the indefeasible payment in full of all the
amounts due and owing to Senior Lender under the Senior Loan Documents,
Mezzanine Lender shall be subrogated to the rights of Senior Lender to recover
from Borrower, the Premises or any other collateral, all payments, distributions
and protective advances made to Senior Lender pursuant to the provisions of this
Agreement by Mezzanine Lender, together with interest thereon at the applicable
default rate under the Mezzanine Loan Documents.

         8. RIGHTS OF CURE.

             (a) Prior to Senior Lender commencing any Enforcement Action by
reason of a default under the Senior Loan Documents, Senior Lender shall provide
written notice of such default to Mezzanine Lender whether or not Senior Lender
is obligated to give notice thereof to Borrower (each, a "Senior Loan Default
Notice") and shall permit Mezzanine Lender an opportunity to cure such default
upon the following terms. If the default is a monetary default relating to a
liquidated sum of money, Mezzanine Lender shall have two (2) business days after
the giving of the Senior Loan Default Notice with respect to a regular monthly
debt service payment and the later of the applicable cure period under the
Senior Loan Documents and five (5) business days with respect to other monetary
obligations under the Senior Loan Documents (which Senior Loan Default Notice
shall be given concurrently with the notice to Borrower under the Senior Loan
Documents) in which to fully cure such monetary default. If the default is of a
non-monetary nature (other than defaults defined in clauses (G), (H) and (I) of
Section 8.1 of the Senior Loan Agreement), Mezzanine Lender shall be given the
Senior Loan Default Notice concurrently with the notice to Borrower under the
Senior Loan Documents and a cure period of thirty (30) days (or in the case of a
Non-Susceptible Default, the longer of sixty (60) days and written notice of the
commencement of an Enforcement Action by Senior Lender) beyond such cure period
provided to Borrower under the Senior Loan Documents in which to fully cure such
non-monetary default provided in each case, Mezzanine Lender is proceeding with
due diligence to cure such default, and such default does not materially
adversely affect the value of the Premises or Senior Lender's interest therein
or the ability of the Senior Lender to enforce its rights and remedies under the
Senior Loan Documents. If Mezzanine Lender cures a default after the giving of
the Senior Loan Default Notice, any default interest which might otherwise be
due will be reduced to the lesser of (x) default interest as provided under the
Senior Loan Documents and (y) the costs and fees, including interest on
advances, due to, or incurred by, the servicer, special servicer, trustee or
fiscal agent of the Senior Loan. If the default is a maturity date payment
default under the Senior Loan, the Mezzanine Lender shall have a one time right,
within five (5) business days of the maturity date of the Senior Loan to extend
the term for 30 days by making a Monthly Debt Service Payment for such 30 day
period. If the Borrower or Mezzanine Lender does not make the maturity date
payment within such 30 day extension period the Mezzanine Lender shall have the
right to purchase the Senior Loan pursuant to the terms of Section 10 herein.

             (b) To the extent that Mezzanine Lender or any Institutional
Lender/Owner, in accordance with the provisions and conditions of this
Agreement, acquires the ownership interests in Borrower pursuant to a Separate
Collateral Enforcement Action, Mezzanine Lender



                                      C-15
<PAGE>   129

or such Institutional Lender/Owner shall acquire the same subject to the Senior
Loan and the terms, conditions and provisions of the Senior Loan Documents for
the balance of the term thereof, which shall not be accelerated by Senior Lender
solely due to such acquisition; provided, however, that (A) Mezzanine Lender or
such Institutional Lender/Owner shall prior to such acquisition, have agreed in
writing, subject to such exculpatory provisions as shall be set forth in the
Senior Loan Documents, thereafter to perform, or cause to be performed, all of
the terms, conditions and provisions of the Senior Loan Documents on Borrower's
part to be performed, it being understood and agreed, however, that if Mezzanine
Lender or any Institutional Lender/Owner shall succeed to the ownership
interests in Borrower pursuant to a Separate Collateral Enforcement Action,
Senior Lender shall not demand the immediate payment of any amounts due and
payable to Senior Lender which are secured by the Senior Loan Documents if such
right of Senior Lender to demand immediate payment of said amounts is due to a
violation of any "due on sale", change in management or similar provision
contained in the Senior Loan Documents caused solely by Mezzanine Lender or such
Institutional Lender/Owner succeeding to the ownership interests in Borrower
pursuant to a Separate Collateral Enforcement Action in accordance with the
terms hereof, (B) prior to such acquisition, Senior Lender has received a Rating
Confirmation Letter with respect to the exercise of remedies and the acquisition
of the ownership interest in the Borrower by Mezzanine Lender or any
Institutional Lender/Owner, (C) prior to such acquisition, Senior Lender has
received an acceptable substantive nonconsolidation opinion with respect to the
Borrower and the acquired ownership interests therein based on the current
rating agency standards and (D) prior to such acquisition, Senior Lender has
received a management agreement, substantially in the form of the existing
management agreement or otherwise in form and substance reasonably acceptable to
the Senior Lender, between Mezzanine Lender or such Institutional Lender/Owner
and an Approved Manager (as hereinafter defined) or such other property manager
approved pursuant to Section 9(a) hereof. Notwithstanding any contrary or
inconsistent provision of this Agreement, the Senior Loan Documents or the
Mezzanine Loan Documents, no assumption, acquisition or other fee or similar
charge shall be due in connection with Mezzanine Lender's or such other
Institutional Lender/Owner's acquisition of any interest in Borrower or the
Premises as the result of a Separate Collateral Enforcement Action or assignment
in lieu of foreclosure or other negotiated settlement in lieu of any of the
foregoing.

             (c) So long as no Event of Default shall have occurred and be
continuing under the Senior Loan Documents which has not been cured by Mezzanine
Lender pursuant to this Agreement, all funds held and applied pursuant to Senior
Lender's Lockbox Agreement, shall continue to be applied pursuant thereto.

         9. NO ACTIONS; RESTRICTIVE PROVISIONS.

             (a) So long as either the Senior Loan or Mezzanine Loan is
outstanding and either the Senior Loan Documents or Mezzanine Loan Documents are
in force and effect, neither Mezzanine Lender nor Senior Lender will take any
action which would effect the termination or modification of any management
agreement now or hereafter affecting or pertaining to the Premises other than in
connection with an Enforcement Action against the Borrower, property manager or
the Premises. Unless the Senior Lender is exercising its rights under the Senior
Loan Documents to cause the Borrower to replace the property manager, Mezzanine
Lender shall, upon the occurrence of any event of default or any other event
which gives the Mezzanine



                                      C-16
<PAGE>   130

Lender the right to terminate the property manager under the Mezzanine Loan
Documents, be entitled to designate a replacement property manager for the
Premises who has sufficient experience in managing properties similar to the
Premises. Senior Lender hereby approves the property managers listed on Schedule
1 attached hereto, as acceptable replacement property managers (each, an
"APPROVED MANAGER"). If the property manager designated by the Mezzanine Lender
is not an Approved Manager, the replacement property manager shall be subject to
the Senior Lender's prior written approval, not to be unreasonably withheld or
delayed, and receipt of a Rating Confirmation Letter with respect to the
replacement property manager.

             (b) Senior Lender shall not (i) designate, replace or change the
servicer or depository bank as provided under the Senior Loan Documents without
prior written notice to Mezzanine Lender, (ii) modify any insurance coverage
affecting the Premises without prior written notice to Mezzanine Lender provided
that Senior Lender shall not modify the insurance requirements set forth in the
Senior Loan Documents regarding the amounts and types of coverage or the credit
ratings of the insurers without Mezzanine Lender's prior written consent not to
be unreasonably withheld or delayed, or (iii) execute any easement, REA or right
of way affecting the Premises that would have a material adverse affect on the
value of the Premises if the consent of Senior Lender is required pursuant to
the Senior Loan Agreement without first obtaining the prior written consent of
Mezzanine Lender not to be unreasonably withheld or delayed.

             (c) Senior Lender promptly shall notify Mezzanine Lender if
Borrower seeks or requests a release of the liens securing the Senior Loan or
seeks or requests Senior Lender's consent to, or take any action in connection
with or in furtherance of, a Transfer of the Premises or a mortgage refinancing
of the Senior Loan. Provided that no Event of Default has occurred which has
resulted in the commencement of an Enforcement Action under the Senior Loan,
Senior Lender shall not consent to a Transfer of or further encumbrance on the
Premises or any portion thereof without the prior written consent of the
Mezzanine Lender (to the extent Senior Lender has consent rights under the
Senior Loan Documents) unless such Transfer or encumbrance is expressly
permitted under the Senior Loan Documents and the proceeds of such Transfer or
encumbrance repay the Mezzanine Loan in full. Within ninety (90) days of the
scheduled maturity date of the Senior Loan, to the extent Senior Lender has
consent rights under the Senior Loan Documents, the Senior Lender will not be
required to obtain the consent of the Mezzanine Lender in connection with the
sale of the Premises for its "fair market value" as determined by Senior Lender
in good faith; provided, further, however that in connection with the sale of
the Premises for its "fair market value" the Senior Lender will cause, to the
extent it has such rights under the Senior Loan Documents, all amounts in excess
of amounts due on the Senior Loan to be applied toward amounts outstanding under
the Mezzanine Loan. Notwithstanding anything contained in the Mezzanine Loan
Documents to the contrary, Mezzanine Lender, to the extent Mezzanine Lender has
consent rights under the Mezzanine Loan Documents, will consent to a refinancing
(the "TAKE OUT LOAN") of the Senior Loan if (i) the proceeds of the Take Out
Loan does not exceed the balance of the Senior Loan on the refinancing date plus
reasonable closing costs of the Take Out Loan, (ii) either (a) the monthly
principal payment is not greater than the monthly principal due under the Senior
Loan or (b) the amortization schedule for the Take Out Loan is no shorter than
the current amortization schedule for the Senior Loan, (iii) the interest rate
for the Take Out Loan is not greater than the prevailing



                                      C-17
<PAGE>   131

market interest rates for similar types of loans at the time of the refinancing
and (iv) if the Take Out Loan does not produce sufficient proceeds to also repay
the Mezzanine Loan in full, all amounts in excess of amounts due on the Senior
Loan plus reasonable costs of the Take Out Loan are applied pursuant to the
terms of the refinancing loan to the outstanding principal amount of the
Mezzanine Loan and the Take Out Loan shall be subject to the terms of this
Agreement..

             (d) ANNUAL BUDGET. The Mezzanine Lender shall have the right to
reasonably approve the annual operating budget of the Borrower in accordance
with the terms of the Mezzanine Loan Documents. In the event the Mezzanine
Lender objects to any such proposed budget, the Mezzanine Lender shall advise
the Senior Lender of such objections, along with its suggestions for changes,
within five (5) days after its receipt of such budget in accordance with the
Mezzanine Loan Documents. The Mezzanine Lender shall consent to any changes in
the budget requested by the Senior Lender.

             (e) CONSENT RIGHTS. If the Mezzanine Loan Documents contain any
provision or requirement that Mezzanine Lender's consent or approval be obtained
for any act or determination by Borrower or Mezzanine Borrower in connection
with the leasing of the Premises or alterations to the Premises, the Mezzanine
Lender hereby agrees that it shall first advise the Senior Lender of whether the
Mezzanine Lender objects to the requested consent or approval within ten (10)
days after its receipt of a written request for a consent or approval from the
Mezzanine Borrower. To the extent that such consent or approval is also required
by the Senior Lender under the Senior Loan Documents, the Senior Lender shall
consult with the Mezzanine Lender with respect to any such consent or approval
right of the Mezzanine Lender. The Mezzanine Lender agrees that the Senior
Lender's decision with respect to such consent or approval request shall govern.
In addition, any right of Mezzanine Lender with respect to providing consent or
approval to actions or determinations of the Borrower or Mezzanine Borrower
relating to the Premises or the Senior Loan Documents shall be subject and
limited to all rights of the Senior Lender as set forth in this Agreement.

         10. PURCHASE OF SENIOR LOAN. Mezzanine Lender shall have the right of
first offer to purchase the Senior Note in an amount equal to the outstanding
principal plus accrued interest and any prepayment fees, advances made by, or on
behalf of, the Senior Lender and other amounts owing under the Senior Loan
Documents (including the lesser of default interest and the costs, fees and
interest on advances due to, or incurred by, the servicer, special servicer,
trustee or fiscal agent with respect to the Senior Loan) for a period of 30 days
following receipt of written notice of an Event of Default under the Senior Loan
Documents and the acceleration of the Senior Loan, whereupon Senior Lender will
accept such payment in accordance with the Borrower's rights under the Senior
Loan Documents to repay the Senior Loan, notwithstanding the occurrence and
continuance of an Event of Default and will take such actions under the Senior
Loan Documents as it would otherwise take upon a repayment of the Senior Loan by
Borrower, provided that Mezzanine Lender shall not be required to pay any late
charges or any default interest in excess of the costs, fees and interest on
advances due to, or incurred by, the servicer, special servicer, trustee, or
fiscal agent of the Senior Loan if the Event of Default is a maturity date
payment default under the Senior Loan. Upon such purchase and upon Mezzanine
Lender's request, Senior Lender will assign all of its right, title and interest
in and to the Senior Note and the Senior Loan Documents to Mezzanine Lender or
its designee, without



                                      C-18
<PAGE>   132

representation, warranty or covenant, express or implied of any kind whatsoever,
except as to Senior Lender's free and clear ownership thereof and the
outstanding principal balance of the Senior Loan. If and when the Senior Loan is
purchased pursuant to this Section 10 and the Mezzanine Loan shall remain
outstanding, then upon Mezzanine Lender's request, Senior Lender shall assign to
Mezzanine Lender all of Senior Lender's right, title and interest in, to and
under the Senior Lender's Lockbox Agreement and all accounts thereunder, without
recourse, representation or warranty, express or implied of any nature or kind
whatsoever. The right of Mezzanine Lender to purchase the Senior Loan shall
automatically terminate upon a foreclosure sale, sale by power of sale or
delivery of a deed in lieu of foreclosure or sale of the Senior Loan by the
Senior Lender in connection with an Event of Default under the Senior Loan.

         11. OBLIGATIONS HEREUNDER NOT AFFECTED.

             (a) All rights, interests, agreements and obligations of Senior
Lender and Mezzanine Lender under this Agreement shall remain in full force and
effect irrespective of:

                 (i) any lack of validity or enforceability of the Senior Loan
Documents or the Mezzanine Loan Documents or any other agreement or instrument
relating thereto;

                 (ii) any taking, exchange, release or non-perfection of any
other collateral, or any taking, release or amendment or waiver of or consent to
or departure from any guaranty, for all or any portion of the Senior Loan or the
Mezzanine Loan;

                 (iii) any manner of application of collateral, or proceeds
thereof, to all or any portion of the Senior Loan or the Mezzanine Loan, or any
manner of sale or other disposition of any collateral for all or any portion of
the Senior Loan or the Mezzanine Loan or any other assets of Borrower or
Mezzanine Borrower or any other Affiliates of Borrower;

                 (iv) any change, restructuring or termination of the corporate
structure or existence of Borrower or Mezzanine Borrower or any other Affiliates
of Borrower; or

                 (v) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, Borrower, Mezzanine Borrower or a
subordinated creditor or a Senior Lender subject to the terms hereof.

             (b) This Agreement shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of all or any portion of the
Senior Loan is rescinded or must otherwise be returned by Senior Lender or
Mezzanine Lender upon the insolvency, bankruptcy or reorganization of Borrower
or otherwise, all as though such payment had not been made.

         12. TRANSFERS.

             (a) Senior Lender may, from time to time, in its sole discretion
upon written notice to Mezzanine Lender, Transfer all or any of the Senior Loan
or any interest therein, provided that the terms and conditions of this
Agreement shall be binding on Senior Lender's successors and assigns, and
notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and
the Senior Loan Documents shall be and remain a senior obligation in the



                                      C-19
<PAGE>   133

respects set forth in this Agreement to the Mezzanine Loan and the Mezzanine
Loan Documents in accordance with the terms and provisions of this Agreement.

             (b) Mezzanine Lender may not Transfer all or any of the Mezzanine
Loan or any interest therein without the written consent of the Senior Lender
and receipt of a Rating Confirmation Letter, except for a Transfer: (x) to an
Institutional Lender/Owner, provided that any Institutional Lender/Owner assumes
in writing the obligations of Mezzanine Lender hereunder accruing from and after
such Transfer and agrees to be bound by the terms and provisions hereof,
thereupon such Transfer to an Institutional Lender/Owner shall be deemed
permitted under the Senior Loan Documents, (y) to the counterparty to any
repurchase arrangement which is an Institutional Lender/Owner entered into by
Mezzanine Lender with respect to the Mezzanine Loan (a "REPURCHASE") or (z) to a
Loan Pledgee (as hereinafter defined). Notwithstanding any other provision
hereof, Senior Lender consents to Mezzanine Lender's pledge (a "PLEDGE") of the
Mezzanine Loan and of the Separate Collateral to any Institutional Lender/Owner
which has extended a credit facility to Mezzanine Lender (a "LOAN PLEDGEE"), on
the terms and conditions set forth in this subsection (b). Upon written notice
by Mezzanine Lender to Senior Lender that the Pledge has been effected, Senior
Lender agrees to acknowledge receipt of such notice and thereafter agrees: (a)
to give Loan Pledgee written notice of any default by Mezzanine Lender under
this Agreement and any amendment, modification, waiver or termination of any of
Mezzanine Lender's rights under this Agreement; (b) that Senior Lender shall
deliver to Loan Pledgee such estoppel certificate(s) as Loan Pledgee shall
reasonably request, provided that any such certificate(s) shall be in the form
and upon the conditions set forth in Section 14 herein; and (c) that, upon
written notice (a "REDIRECTION NOTICE") to Senior Lender by Loan Pledgee that
Mezzanine Lender is in default, beyond applicable cure periods, under Mezzanine
Lender's obligations to Loan Pledgee pursuant to the applicable credit agreement
between Mezzanine Lender and Loan Pledgee (which notice need not be joined in or
confirmed by Mezzanine Lender), and until such Redirection Notice is withdrawn
or rescinded by Loan Pledgee, any payments to which the Mezzanine Lender is
entitled from time to time pursuant to this Agreement, or any other agreement
between Senior Lender and Mezzanine Lender that relates to the Senior Loan shall
be paid or directed to Loan Pledgee. Mezzanine Lender hereby unconditionally and
absolutely releases Senior Lender from any liability to Mezzanine Lender on
account of Senior Lender's compliance with any Redirection Notice reasonably
believed by Senior Lender to have been delivered in good faith. Loan Pledgee
shall be permitted to fully exercise its rights and remedies against Mezzanine
Lender, and realize on any and all collateral granted by Mezzanine Lender to
Loan Pledgee (and accept an assignment in lieu of foreclosure as to such
collateral), in accordance with applicable law and the provisions of this
Agreement. In such event, the Senior Lender shall recognize Loan Pledgee, and
its successors and assigns which are Institutional Lender/Owners as the
successor to Mezzanine Lender's rights, remedies and obligations under this
Agreement and the Mezzanine Loan Documents. The rights of Loan Pledgee under
this subsection (b) shall remain effective unless and until Loan Pledgee shall
have notified the Senior Lender in writing that its interest in the Mezzanine
Loan has terminated.

         13. NOTICES. All notices, demands and requests required or desired to
be given hereunder shall be in writing and shall be delivered in person, by
United States registered or certified mail, return receipt requested, postage
prepaid, or by overnight courier addressed as follows:



                                      C-20
<PAGE>   134

                           To Mezzanine Lender:

                                    Merrill Lynch Mortgage Capital Inc.
                                    Four World Financial Center, 10th Floor
                                    New York, New York 10080
                                    Attn:    Steven Glassman and David Mahoney

                           with a copy to:

                                    Sidley & Austin
                                    875 Third Avenue
                                    New York, New York 10022
                                    Attn: Alan S. Weil

                           To Senior Lender:

                                    Merrill Lynch Mortgage Lending, Inc.
                                    c/o Merrill Lynch & Company
                                    100 Church Street, 18th Floor
                                    New York, New York 10080
                                    Attn: Andrea Balkan

                           with a copy to:

                                    Willkie Farr & Gallagher
                                    787 Seventh Avenue
                                    New York, New York 10019-6099
                                    Attn:  David S. Wolin, Esq.

or at such other addresses or to the attention of such other Persons as may from
time to time be designated by the party to be addressed by written notice to the
other in the manner herein provided. Notices, demands and requests given in the
manner aforesaid shall be deemed sufficiently served or given for all purposes
hereunder when received or when delivery is refused or when the same are
returned to sender for failure to be called for.

         14. ESTOPPEL.

             (a) Mezzanine Lender shall, within fifteen (15) days following a
request from Senior Lender, provide Senior Lender with a written statement
setting forth to its knowledge the then current outstanding principal balance of
the Mezzanine Loan, the aggregate accrued and unpaid interest under the
Mezzanine Loan, and stating whether to Mezzanine Lender's knowledge any default
or event of default exists under the Mezzanine Loan.

             (b) Senior Lender shall, within fifteen (15) days following a
request from Mezzanine Lender, provide Mezzanine Lender with a written statement
setting forth to its knowledge the then current outstanding principal balance of
the Senior Loan, the aggregate



                                      C-21
<PAGE>   135

accrued and unpaid interest under the Senior Loan, and stating whether to Senior
Lender's knowledge any default or event of default exists under the Senior Loan.

         15. FURTHER ASSURANCES. So long as all or any portion of the Senior
Loan and the Mezzanine Loan remains unpaid and Senior Loan Documents or
Mezzanine Loan Documents encumber any of the Premises or Separate Collateral, as
the case may be, Mezzanine Lender and Senior Lender at the cost and expense of
the requesting party will each execute, acknowledge and deliver in recordable
form and upon demand of the other, any other instruments or agreements
reasonably required in order to carry out the provisions of this Agreement or to
effectuate the intent and purposes hereof.

         16. NO THIRD PARTY BENEFICIARIES. The parties hereto do not intend the
benefits of this Agreement to inure to Borrower, Mezzanine Borrower or any other
Person other than any permitted successors and assigns.

         17. NO MODIFICATION. This Agreement may not be changed or terminated
orally, but only by an agreement in writing signed by the party against whom
enforcement of any change is sought.

         18. SUCCESSORS AND ASSIGNS. This Agreement shall bind all successors
and permitted assigns of Mezzanine Lender and Senior Lender and shall inure to
the benefit of all successors and permitted assigns of Senior Lender and
Mezzanine Lender.

         19. COUNTERPART ORIGINALS. This Agreement may be executed in
counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.

         20. LEGAL CONSTRUCTION. In all respects, including, without limitation,
matters of construction and performance of this Agreement and the obligations
arising hereunder, this Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York applicable to
agreements intended to be wholly performed within the State of New York.

         21. NO WAIVER; REMEDIES. No failure on the part of the Senior Lender or
Mezzanine Lender to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

         22. NO JOINT VENTURE. Nothing provided herein is intended to create a
joint venture, partnership, tenancy-in-common or joint tenancy relationship
between or among any of the parties hereto.

         23. CAPTIONS. The captions in this Agreement are inserted only as a
matter of convenience and for reference, and are not and shall not be deemed to
be a part hereof.

         24. CONFLICTS. In the event of any conflict, ambiguity or inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any of the Senior Loan



                                      C-22
<PAGE>   136

Documents or the Mezzanine Loan Documents, the terms and conditions of this
Agreement shall control.

         25. NO RELEASE. Nothing herein contained shall operate (a) to release
Borrower from (i) its obligation to keep and perform all of the terms,
conditions, obligations, covenants and agreements contained in the Senior Loan
Documents or (ii) any liability of Borrower under the Senior Loan Documents or
(b) to release Mezzanine Borrower from (i) its obligation to keep and perform
all of the terms, conditions, obligations, covenants and agreements contained in
the Mezzanine Loan Documents or (ii) any liability of Mezzanine Borrower under
the Mezzanine Loan Documents.

         26. CONTINUING AGREEMENT. This Agreement is a continuing agreement and
shall remain in full force and effect until the payment in full of the Senior
Loan.

         27. SEVERABILITY. In the event that any provision of this Agreement or
the application hereof to any party hereto shall, to any extent, be invalid or
unenforceable under any applicable statute, regulation, or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform to such statute, regulation or
rule of law, and the remainder of this Agreement and the application of any such
invalid or unenforceable provisions to parties, jurisdictions or circumstances
other than to whom or to which it is held invalid or unenforceable, shall not be
affected thereby nor shall same affect the validity or enforceability of any
other provision of this Agreement.

         28. TERMINATION. This Agreement shall terminate upon the earlier to
occur of (a) the full and final payment of the Senior Loan or the Mezzanine
Loan, (b) the transfer of the Premises by foreclosure or deed in lieu of
foreclosure or (c) the completion of foreclosure by Mezzanine Lender of all
interests pledged as security for the Mezzanine Loan; provided, however, that
any right or remedies a party may have as a result of a breach by the other
party herein, occurring prior to such date of termination shall survive
hereunder.

         29. REMEDIES. Senior Lender and Mezzanine Lender acknowledge and agree
that upon a breach of this Agreement by the other, each party shall have the
remedies available hereunder, at law or in equity.

         30. MUTUAL DISCLAIMER.

             (a) Each of Senior Lender and Mezzanine Lender are sophisticated
lenders and/or investors in real estate and their respective decision to enter
into the Senior Loan and the Mezzanine Loan is based upon their own independent
expert evaluation of the terms, covenants, conditions and provisions of,
respectively, the Senior Loan Documents and the Mezzanine Loan Documents and
such other matters, materials and market conditions and criteria which each of
Senior Lender and Mezzanine Lender deem relevant. Each of Senior Lender and
Mezzanine Lender has not relied in entering into this Agreement, and
respectively, the Senior Loan, the Senior Loan Documents, the Mezzanine Loan or
the Mezzanine Loan Documents, upon any oral or written information,
representation, warranty or covenant from the other, or any of the other's
representatives, employees, Affiliates or agents other than the representations
and warranties, if any, of the other contained herein. Each of Senior Lender and
Mezzanine Lender further



                                      C-23
<PAGE>   137

acknowledges that no employee, agent or representative of the other has been
authorized to make, and that each of Senior Lender and Mezzanine Lender have not
relied upon, any statements, representations, warranties or covenants other than
those specifically contained in this Agreement. Without limiting the foregoing,
each of Senior Lender and Mezzanine Lender acknowledges that the other has made
no representations or warranties as to the Senior Loan or the Mezzanine Loan or
the Premises (including, without limitation, the cash flow of the Premises, the
value, marketability, condition or future performance thereof, the existence,
status, adequacy or sufficiency of the leases, the tenancies or occupancies of
the Premises, or the sufficiency of the cash flow of the Premises, to pay all
amounts which may become due from time to time pursuant to the Senior Loan or
the Mezzanine Loan).

             (b) Each of Senior Lender and Mezzanine Lender acknowledges that
the other are distinct separate lenders with distinct and separate loans, and
are each separate and distinct lenders with various rights and remedies with
respect to the Premises which are not in all respects aligned.


                         [NO FURTHER TEXT ON THIS PAGE]

         IN WITNESS WHEREOF, Senior Lender and Mezzanine Lender have executed
this Agreement as of the date and year first set forth above.

                                    Senior Lender:

                                    MERRILL LYNCH MORTGAGE LENDING, INC.
                                    a Delaware corporation



                                    By:
                                        ----------------------------------------
                                        Name:  Andrea Balkan
                                        Title: Vice President


                                    Mezzanine Lender:

                                    MERRILL LYNCH MORTGAGE CAPITAL INC.,
                                    a Delaware corporation


                                    By:
                                        ----------------------------------------
                                        Name:  Steven M. Glassman
                                        Title: Vice President




                                      C-24
<PAGE>   138

                                 ACKNOWLEDGMENT

STATE OF NEW YORK          )
                           )  ss.:
COUNTY OF NEW YORK         )

         On the ____ day of in the year 2001, before me, the undersigned, a
Notary Public in and for said State, personally appeared ________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signatures) on the instrument, the
individuals), or the person upon behalf of which the individuals) acted,
executed the instrument.


                                    --------------------------------------------
                                    Notary Public
                                    Commission Expires:


STATE OF NEW YORK          )
                           )  ss.:
COUNTY OF NEW YORK         )

         On the ____ day of in the year 2001, before me, the undersigned, a
Notary Public in and for said State, personally appeared ________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signatures) on the instrument, the
individuals), or the person upon behalf of which the individuals) acted,
executed the instrument.


                                    --------------------------------------------
                                    Notary Public
                                    Commission Expires:






                                      C-25
<PAGE>   139

                                    EXHIBIT A

                        LEGAL DESCRIPTION OF THE PREMISES
















                                      C-26
<PAGE>   140

                                   SCHEDULE 1

                           APPROVED PROPERTY MANAGERS

1.       Hilton

2.       Hyatt

3.       Marriott

4.       Sheraton

5.       Wyndham

6.       Luxury Collection (Sheraton)






                                      C-27
<PAGE>   141

                                 SCHEDULE 3.1(A)

                             LIST OF LOAN DOCUMENTS

1.       Loan Agreement
2.       Note
3.       Deed of Trust
4.       Assignment of Leases
5.       Assignment of Management Agreement
6.       Guaranty
7.       Environmental Indemnity
8.       Assignment of Rate Cap
9.       Financing Statements
10.      Cash Management Agreement









                                 Schedule 3.1(A)
<PAGE>   142

                                 SCHEDULE 4.1(C)

                    ORGANIZATIONAL CHART FOR BORROWER PARTIES









                                 Schedule 4.1(C)

<PAGE>   143

                                  SCHEDULE 4.2

                                    CONSENTS

                  None.







                                  Schedule 4.2


<PAGE>   144

                                  SCHEDULE 4.7

                                    RENT ROLL

<TABLE>
<CAPTION>
     Tenant                       Annual Rent        Monthly Rent        Percentage Rent             Expiration
     ------                       -----------        ------------        ---------------             ----------
<S>                               <C>                <C>                 <C>                         <C>
1.   Kinko's Inc.                 $20,000            $1,667              0-23% of Revenue based on   Feb. 2005
                                                                         Revenue amt.

2.   Godiva Choc., Inc.           $38,000            $3,167 per mo. w/   10% of gross sales beyond   Jan. 2011
                                                     escalator           a threshold

3.   Christie Cookie              $24,000            $2,000              10% monthly rev.            May 2005

4.   Churchill Coffee             $70,000            $5,833.33 w/        n/a unless renewal term     May 2003
                                                     escalator in
                                                     renewal term

5.   La Petite                    $80,304 w/ esc.    $6692                                           Aug. 2005

6.   MSE Hospitality              $200,000           $16,667(1)          18% of gross receipts       Jan. 2006
                                                                         above $2 million

7.   Big Sky Carvers              Greater of $2,291.67 or 12% Net                                    1 year term
                                  Revenue                                                            ending 4/01

8.   Colonel Shops                                   Greater of $12,500 or 20%(2) of Net Revenue     8/31/2001
     (d/b/a French Shoppe)

9.   Colonel Shops                                   Greater of $5,250 or 15%(3) of Net Revenue      1/31/2002
     (d/b/a Ms. Scarletts)

10.  Ramon of California Salons   $18,000            $1,650                                          12/31/01
</TABLE>

--------

(1) Additional monthly charges include $1,787.50 for utilities, $104.00 for pest
control, $529.17 for hood cleaning, $400.00 for POS system and $83.33 for soft
water system.

(2) Except when hotel occupancy falls below 76%, then whichever is less. Also
Fascia Show Fee of 5% of gross revenue in connection with any fashion show
presented by Lessee to guests of hotel, whether such Fashion Show is conducted
at hotel or another location.

(3) Except when hotel occupancy rate falls below 76%, then whichever is less.







                                  Schedule 4.7

<PAGE>   145
                                  SCHEDULE 4.9

                                   LITIGATION

                                 OPRYLAND HOTEL

A.       WORKERS' COMPENSATION.

         1.       Mohamed Abo-Gamiza. Lawsuit filed July 28, 2000 in Davidson
                  County Circuit Court. Hotel employee alleges injury from July
                  30, 1999 incident. Currently in discovery stage and scheduling
                  depositions.

         2.       Vivian Adkins. Lawsuit filed October 2, 2000 in Montgomery
                  County Circuit COURT. SERVER AT HOTEL ALLEGES A BACK INJURY ON
                  SEPTEMBER 18, 2000 SUSTAINED WHILE LIFTING A HEAVY TRAY.
                  CURRENTLY IN DISCOVERY STAGE.

         3.       Peggy Jean Autry. Lawsuit filed December 11, 2000 in Davidson
                  County Circuit Court. Hotel employee alleges injury to right
                  arm, wrist and hand on or about August 31, 1999. Currently in
                  pleading stage.

         4.       Gerda Baucom. Lawsuit filed August 29, 2000 in Davidson County
                  Chancery Court. Server in Cascades restaurant alleges an
                  injury to the left shoulder and arm on April 14, 1999, when
                  the ice machine door hit her left shoulder. Currently in
                  discovery stage. Plaintiff's deposition is scheduled for
                  February 22, 2001.

         5.       Ali Chorazghiazad. Lawsuit filed July 14, 2000 in Davidson
                  County Chancery Court. Server in Cascades alleges injury to
                  right shoulder on August 30, 1999. Currently in discovery
                  stage. A September 29, 2000 benefit review conference was not
                  successful. The plaintiff refused to accept the 5% impairment
                  rating or $2,7000.00. Plaintiff was deposed on September 29,
                  2000. Plaintiff's brother was interviewed on February 5, 2001
                  and gave information indicating that plaintiff had faked his
                  claim in order to "make easy money."

         6.       Quinn Chaison. Lawsuit filed July 10, 2000 in Davidson County
                  Chancery Court. Valet runner in laundry alleges back and neck
                  injury from pushing laundry cart on July 12, 1999. Currently
                  in discovery stage. Plaintiff was deposed on November 28,
                  2000.

         7.       Jackie L. Cornelius. Lawsuit filed January 3, 2001 in Davidson
                  County Chancery Court. Patrol officer alleges injury to his
                  left leg while on patrol route on October 3, 2000. Currently
                  in pleading stage.





                                  Schedule 4.9

<PAGE>   146

         8.       Bonnie Gilbert. Lawsuit filed July 23, 1999 in Wilson County
                  Criminal Court. Housekeeper alleges knee injury on November
                  27, 1998. Currently in discovery stage. Received settlement
                  demand from plaintiff. Expect that the treating physician's
                  deposition will be scheduled in the near future.

         9.       Karam Hanna. Lawsuit filed February 3, 2000 in Davidson County
                  Circuit Court. Banquet department employee alleges several
                  injuries from several separate incidents. Currently in
                  discovery stage. Plaintiff was deposed on October 10, 2000.

         10.      Roy Heatley. Lawsuit filed December 21, 1998 in Davidson
                  County Chancery Court. Gaylord filed this lawsuit against
                  former employee Heatley in order to obtain jurisdiction for
                  the workers compensation lawsuit in Tennessee rather than
                  Oklahoma, where Heatley resides. Heatley has a back and knee
                  injury from December 30, 1997. Currently in discovery stage.
                  December 14, 2000 trial date was continued upon plaintiff's
                  motion in order to allow plaintiff time to take a doctor's
                  deposition. The doctor gave plaintiff an impairment rating of
                  5% to the back and 7% to each knee. The Court also ordered
                  plaintiff to undergo an IME in Nashville.

         11.      Carolyn Kime. Lawsuit filed April 6, 2000 in Davidson County
                  Chancery Court. Control handler in commissary alleges injury
                  from pallet jack on November 11, 1999. Currently in discovery
                  stage. Plaintiff was deposed on December 11, 2000.

         12.      Wafaa Seleem. Lawsuit filed February 2, 2001 in Davidson
                  County Circuit Court for reconsideration of prior workers'
                  compensation settlement. This involves a claim for injuries
                  allegedly sustained in February or March 1997 when employee
                  was hit by a linen cart and allegedly sustained a cervical
                  disc herniation. The initial claim was settled on July 1, 1998
                  for $7,000.00. However, the plaintiff no longer works for
                  Gaylord and claims she is entitled to reconsideration of
                  industrial disability that was capped by statute while she
                  worked for Gaylord. In pleading stage.

         13.      Priya Tandon. Lawsuit filed May 1, 2000 in Davidson County
                  Chancery Court. Employee alleges a broken nose sustained on
                  May 1, 1999 as a result of a motor vehicle accident while
                  riding on an employee bus. Currently in the discovery stage.

         14.      David Ulrey. Lawsuit filed August 20, 1999 in Davidson County
                  Chancery Court. Employee alleges injury from incident on
                  December 29, 1998. Currently in discovery stage. Case set for
                  trial on May 23, 2001. Plaintiff has reached MMI. Will
                  schedule benefit review conference.




                                  Schedule 4.9
<PAGE>   147

B.       PERSONAL INJURY.

         1.       Barbara Cagle. Lawsuit filed August 28, 1998 in Davidson
                  County Circuit Court. Visitor at hotel alleges personal
                  injuries when she fell over a barrier in the hotel parking lot
                  on September 27, 1997. Reserved at $10,000. Currently in
                  discovery stage.

         2.       Lisa Garrity o/b/o Brooke Adkins. Lawsuit filed January 4,
                  2001 in Davidson County Circuit Court. Brooke Adkins, a guest
                  at the hotel, was allegedly injured on January 5, 2000, when a
                  "cross-country skiing simulator" machine allegedly broke
                  causing her to fall and sustain an injury that included, but
                  was not limited to, a cut from her hip to her chest area.

         3.       Judith Hunter. Lawsuit filed December 9, 1998 in U.S. District
                  Court in Nashville for $75,000. New Jersey resident alleges
                  personal injuries from trip and fall on sidewalk on January 1,
                  1998. Reserved at $50,000. Currently in discovery stage.
                  Plaintiff's attorney demanded $60,000.00, but indicated that
                  her client may be willing to settle for $35,000.00.

         4.       Bryan Ketterman. Lawsuit filed November 19, 1999 in Davidson
                  County Circuit Court. Plaintiff automobile driver alleges
                  injuries suffered in automobile collision with OL vehicle on
                  June 23, 1999. Auto liability insurance carrier presently
                  engaged in settlement discussions with counsel.

         5.       Rosa Moya. Lawsuit filed September 19, 2000 in Davidson County
                  Circuit Court. Guest attending an employee party on January
                  15, 2000, alleges that another guest became intoxicated and
                  threw a bottle which struck her in the head, causing a
                  concussion and other injuries. Currently in discovery stage.

         6.       Jesus Muniz. Lawsuit filed February 1, 2001 in Davidson County
                  Circuit Court. Employee was given pain medication by
                  co-worker. As a result of the medication, he became "seriously
                  impaired" and was unable to "walk or stand." Other employees
                  offered to drive plaintiff home, however, supervisory staff
                  would not allow this and ordered plaintiff off the premises.
                  They allegedly escorted him to his car and put the keys in the
                  ignition because he was allegedly impaired to the point that
                  he was not able to function. Plaintiff stopped at Security and
                  then left the premises. He was involved in an automobile
                  accident on the way home, subsequently incurring $244,985.97
                  in medical bills. In the pleading stage.

         7.       Barbara Pemberton. Lawsuit filed October 23, 2000 in Davidson
                  County Circuit Court. Hotel guest alleges that on December 21,
                  1999, she fell while attempting to board a "Delta Island River
                  Flatboat" and sustained a left trimalleolar ankle fracture
                  dislocation. Currently in discovery stage.

         8.       Joyce Story. Lawsuit filed December 23, 1998 in Davidson
                  County Circuit Court for $55,000. Hotel guest alleges personal
                  injuries from trip and fall down unlit




                                  Schedule 4.9

<PAGE>   148

                  stairway on December 26, 1997. Reserved at $5,000. An order of
                  voluntary dismissal without prejudice was entered on July 27,
                  2000. The plaintiff can refile within one year from the date
                  the order was entered.

         9.       Janet Wiltshire. Lawsuit filed May 5, 1999 in Davidson County
                  Circuit Court for $100,000. Hotel guest alleges injuries
                  resulting from slip and fall due to inadequate lighting on May
                  6, 1998. Reserved at $5,000. An order of voluntary dismissal
                  without prejudice was entered on July 10, 2000. The plaintiff
                  can refile within one year from the date the order was
                  entered.

C.       EMPLOYMENT.

         1.       Beverly Lewis. Administrative charge of employment
                  discrimination filed with Tennessee Human Rights Commission on
                  Feb. 17, 1999. Lewis alleges she was harassed and not promoted
                  because of her race. Position statement filed; additional
                  information submitted in September, 1999. Tennessee Human
                  Rights Commission is continuing investigation.

         2.       Lois Loritts. Administrative charge of employment
                  discrimination filed July 7, 1999 with the Tennessee Human
                  Rights Commission. Former banquet server alleges race
                  discrimination with regard to promotions and working
                  conditions. Response to charge filed in January 2000. December
                  11, 2000 determination from Tennessee Human Right Commission
                  found in Gaylord's favor. Plaintiff has the right to file suit
                  in Federal Court within 90 days of the determination.

         3.       Veda McKinney. II - Class action lawsuit filed in Davidson
                  County Circuit Court on July 23, 1997. Six room service
                  servers seek class action status and allege OLH collected and
                  wrongfully retained service charges and delivery charges in
                  violation of Tennessee law and in violation of their
                  "contract" with the hotel. Reserved at $50,000. Waiting for
                  decision regarding motion to dismiss.

         4.       Veda McKinney. III - Lawsuit filed March 17, 2000, in Davidson
                  County Circuit Court and subsequently removed to Federal
                  Court. Plaintiff alleges denial of application for long term
                  disability benefits. Case management conference was held
                  February 7, 2001; plaintiff to amend Complaint.

         5.       Ehab Salama. Administrative charge of discrimination based on
                  national origin filed May 3, 2000 with the Tennessee Human
                  Rights Commission in Nashville. February 5, 2001 determination
                  from Tennessee Human Right Commission found in Gaylord's
                  favor. Plaintiff is allowed to file suit in State Court or
                  appeal the decision to the Tennessee Human Rights Commission
                  within 30 days. There is also the possibility of a suit in
                  Federal Court.

         6.       William Thrower. Former employee in maintenance has filed a
                  charge of discrimination with the EEOC alleging that the
                  termination of his employment was motivated by his alleged
                  disability, in violation of the Americans with




                                  Schedule 4.9

<PAGE>   149

                  Disabilities Act. Thrower requested a right to sue letter from
                  the EEOC before Gaylord responded to his charge. Suit filed
                  August 24, 2000. Currently in discovery stage. Trial is set
                  for June 11, 2002.

         7.       Bob Willits. Administrative charge of employment
                  discrimination filed April 11, 2000; Federal Court lawsuit
                  filed subsequently. Former executive steward alleges he was
                  terminated because of age. Order from the Court extending
                  deadlines; phone conference set for April 2, 2001 to discuss
                  progress of case. Parties estimate the case should be ready
                  for trial some time after November 1, 2001.

D.       COMMERCIAL.

         1.       North American Heating, Refrigeration & Air-conditioning
                  Wholesalers Association. Lawsuit filed August 30, 1999 in U.S.
                  District for the Middle District of Tennessee. Hotel alleges
                  convention group breached February 1997 contract to hold 3,000
                  room night convention in December of 1999 at Opryland. Cross
                  motions for summary judgment filed in December, 2000.

         2.       Professional Picture Framers Assoc. Lawsuit filed March 23,
                  1999 in Davidson County Chancery Court. Opryland seeks payment
                  of approximately $92,000 in cancellation fees due to
                  cancellation of convention scheduled for May 1998. Agreed
                  judgment filed in Tennessee; attempts to collect in Richmond,
                  Virginia underway.

         3.       Promus Hotels. Lawsuit filed June 8, 1999 in Davidson County
                  Chancery Court. Opryland seeks payment of $312,340 in Promus'
                  failure to pick up reserved rooms at 1998 convention. Trial
                  took place on January 19 and 20, 2001. Awaiting final
                  decision.


                                    CORPORATE

         4.       Thomas Nelson. There are two lawsuits. The first was filed by
                  Thomas Nelson in September 1997 in Davidson County Chancery
                  Court. Plaintiff, seller of Word to Gaylord, seeks Court to
                  declare that Gaylord is not entitled to submit various assumed
                  audit liabilities to a third-party arbitrator pursuant to post
                  closing adjustment procedure set forth in sales contract.
                  Thomas Nelson does not seek money damages but only a judicial
                  ruling on that procedural point. Currently that lawsuit has
                  been continued indefinitely and the parties are obligated to
                  periodically report to the Court. The second lawsuit was filed
                  by Gaylord on September 8, 1998, seeking approximately $3.2
                  million from Thomas Nelson, by virtue of Nelson's alleged
                  mishandling of the accounting relating to the purchase price
                  of Word. This case was tried November 13 - 16, 2000. The Court
                  found against Gaylord. Gaylord filed an appeal on January 5,
                  2001.




                                  Schedule 4.9
<PAGE>   150
                                  SCHEDULE 4.14

                             EMPLOYEE BENEFIT PLANS

<TABLE>
<S>                                                                   <C>
--------------------------------------------------------------------------------------------------------------------------------
Gaylord Entertainment Company Employees' Group Health Plan            Medical, Dental, Pharmacy
                                                                      Plan Year 2000 - $250 PPO, $600 PPO, HMO
                                                                      Plan Year 2001 - $600 PPO, POS, HMO
                                                                      Stop Loss coverage
--------------------------------------------------------------------------------------------------------------------------------
Gaylord Entertainment Company                                         Medical, Pharmacy
Retirees' Group Health Plan                                           Plan Year 2000 - $250 PPO
                                                                      Plan Year 2001 - $250 PPO
--------------------------------------------------------------------------------------------------------------------------------
Basic Life Insurance                                                  1 times annual base pay; max $300,000 (active)
                                                                      (Coverage for executives and retirees also)
--------------------------------------------------------------------------------------------------------------------------------
Supplemental Life Insurance (employee)                                1, 2, or 3 times annual base pay; max $300,000
--------------------------------------------------------------------------------------------------------------------------------
Dependent Life Insurance                                              Spouse and children $2,000, $5,000, or $10,000
--------------------------------------------------------------------------------------------------------------------------------
Basic Accidental Death & Dismemberment Insurance                      1 times annual base pay; max $300,000
--------------------------------------------------------------------------------------------------------------------------------
Supplemental Accidental Death & Dismemberment Insurance (employee     1 to 10 times annual base pay; max $300,000
and family)
--------------------------------------------------------------------------------------------------------------------------------
Gaylord Entertainment Company Flexible Benefits Plan                  -        Health Care Reimbursement Program
                                                                      -        Dependent/Child Care Program
--------------------------------------------------------------------------------------------------------------------------------
Short Term Disability (self-funded)                                   Benefits paid up to 26 weeks, based on length of service
--------------------------------------------------------------------------------------------------------------------------------
Long Term Disability (fully insured)                                  Benefits begin after 180-day waiting period, combined
                                                                      with other income to provide 60% of pay
--------------------------------------------------------------------------------------------------------------------------------
The Gaylord Entertainment Company 401(k) Savings Plan                 1-20% contribution
                                                                      50% employer match on first 6%
                                                                      8 investment options
--------------------------------------------------------------------------------------------------------------------------------
Supplemental Deferred Compensation Plan                               1-20% contribution
                                                                      50% employer match on first 6% (combined with 401k - max
                                                                      match 3%)
                                                                      7 investment options
--------------------------------------------------------------------------------------------------------------------------------
The Retirement Plan for Employees of Gaylord Entertainment Company    Cash Balance Format
                                                                      Employer contributions only
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>





                                  Schedule 4.14

<PAGE>   151


<TABLE>
<S>                                                                   <C>
--------------------------------------------------------------------------------------------------------------------------------
Gaylord Entertainment Company Retirement Benefit Restoration Plan     Cash Balance Format
                                                                      Employer contributions only
--------------------------------------------------------------------------------------------------------------------------------
Gaylord Entertainment Company Mid-Career Supplemental Executive       SERP - one executive
Retirement Plan                                                       Employer contributions only
--------------------------------------------------------------------------------------------------------------------------------
Employee Stock Purchase Plan Section 123                              Discounted employee stock purchase plan
--------------------------------------------------------------------------------------------------------------------------------
Adoption Assistance Program                                           Up to $5,000 reimbursement, or $6,000 for special needs
                                                                      child
--------------------------------------------------------------------------------------------------------------------------------
EyeMed Discount Vision Care Program                                   Discounts on eye exams, frames, lenses, etc.
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                  Schedule 4.14
<PAGE>   152
                                  SCHEDULE 4.20

                                    INSURANCE













                                  Schedule 4.20
<PAGE>   153
                                  SCHEDULE 5.14



                               MATERIAL AGREEMENTS

<TABLE>
<S>                                    <C>                                  <C>
------------------------------------------------------------------------------------------------------------------------------
               PARTIES                          NAME OF AGREEMENT                             PAYMENT TERMS
------------------------------------------------------------------------------------------------------------------------------
Newmarket Software Systems, Inc. and   Amended & Restated Computer          Various Fees relating to software licenses,
Opryland Hospitality & Attractions     Software End-User License Agreement  training, installation, travel.
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
SFX Family Entertainment, Inc. and     Exhibition Agreement                 Unclear if over $500,000 - based on percentage
Opryland Hospitality Group                                                  revenues
------------------------------------------------------------------------------------------------------------------------------
Freeman Decorating                     Move in and Move-out services for    Over a million dollars;
                                       convention groups
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
OLH G.P. d/b/a Opryland Hotel and      Vendor Agreement                     $44,316.72/month
Restaurant Environmental Services                                           [not sure if still in effect]
------------------------------------------------------------------------------------------------------------------------------
OLH, G.P. d/b/a Opryland Hotel and     Agreement for Show Fountains and     $850,000 for designing, developing and producing
Spectra Entertainment                  Services                             show fountains for Opryland
------------------------------------------------------------------------------------------------------------------------------
BellSouth Master Agreement between     Dial-Tone; equipment and             BellSouth provides $1,000,000 to various Gaylord
BellSouth Telecommunications System;   Maintenance Agreement with various   entities, including, Opryland Hotel Nashville,
BellSouth Communications Systems and   Sponsorship Elements                 LLC for sponsorship activities.
Opryland Hotel Nashville, LLC and
Gaylord Entertainment Company
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
OLH, G.P. d/b/a Opryland and AVW       Agreement for audio visual           AVW to pay $525,000 upon execution of Agreement;
Audio Visual, Inc.                     services to guests                   AVW shall pay a percentage commission; $1,500,000
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
Town Park, Ltd. and OLH, G.P.          Parking Service Management           $1,500,000
                                       Agreement for valet and
                                       self-parking services
------------------------------------------------------------------------------------------------------------------------------
OLH, G.P. and Department of Water      Compromise Settlement and Release    $866,667 on December 20, 2001 and $866,667 on
and Sewerage Services of the           Agreement                            December 20, 2002
Metropolitan Government of Nashville
and Davidson Counties
------------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                  Schedule 5.14

<PAGE>   154
                                  SCHEDULE 6.4

                                REQUIRED REPAIRS

         Required Repairs under Section 6.4 shall include the following work (as
more particularly set forth in the physical assessment report of the Property,
dated February 8, 2001 (the "Law Report"), prepared by Law Engineering and
Environmental Servicers, Inc.):

2001

ADA Compliance as noted in Law Report for roll-in showers, elevator at the
Conservatory Atrium, ramp to the upper walkway of the Conservatory Atrium,
exterior ADA signage.

2002

Governor's Ballroom Outside Loading Ramp Upgrade
Magnolia Sidewalk Replacement
Meeting Room Ceiling Tile Replacement
Electrical Circuit Board Upgrades - Main Hotel Buildings
Cascades Skylight Expansion Joints
Presidential Ballroom Roof Replacement








                                  Schedule 6.4
<PAGE>   155

                                  SCHEDULE 6.5

                          REQUIRED CAPITAL IMPROVEMENTS

CAPITAL IMPROVEMENTS PLAN

<TABLE>
<S>                                                                  <C>
  2001
          Magnolia Lobby Renovation                                  $1,500,000
          Wayfinding Phase II                                        $5,325,000
          Renovate 236 Guestrooms Magnolia Building                  $6,396,000
          Magnolia Building Elevator Cab Upgrade                      $ 100,000
                                                                    -----------
          TOTAL 2001                                                $13,321,000
                                                                    -----------
  2002
          Wayfinding Phase III                                       $2,000,000
          Renovate 141 Guestrooms - Magnolia                         $3,804,000
                                                                    -----------
          TOTAL 2002                                                 $5,804,000
                                                                    -----------
                   GRAND TOTAL                                      $19,125,000
                                                                    ===========
</TABLE>





                                  Schedule 6.5
<PAGE>   156
                                  SCHEDULE 6.6

          FF&E RESERVE & CAPITAL IMPROVEMENT RESERVE FUNDING CONDITIONS

         1. Borrower shall have submitted to Lender a written request for
disbursement at least ten (10) days prior to the Payment Date on which Borrower
requests such disbursement be made, specifying the specific Replacements or
Capital Improvements for which the disbursement is requested and such other
information (such as the price of materials and the cost of contracted labor or
other services) as Lender may reasonably require, which request must be on a
form specified or approved by Lender;

         2. On the date such request is received by Lender and on the Payment
Date such payment is to be made, no Event of Default shall exist and remain
uncured;

         3. Lender shall have received a certificate from Borrower stating that
all Replacements or Capital Improvements at the Property to be funded by the
requested disbursement have been completed in a good and workmanlike manner and
in accordance with any plans and specifications approved by Lender and all legal
requirements of any Governmental Authority having jurisdiction over the
Property, such certificate to be accompanied, in either case, by a copy of any
license, permit or other approval by any Governmental Authority required to
commence (only for the first advance with respect to each distinct item of work)
and/or complete (only for the final advance with respect to each distinct item
of work) such Replacements or Capital Improvements;

         4. Lender shall have received a certificate from Borrower stating that
each Person that supplied materials or labor in connection with the Replacements
to be funded by the requested disbursement has been paid in full or will be paid
in full upon such disbursement, such certificate to be accompanied by copies of
invoices for all items or materials purchased and all contracted labor or
services provided;

         5. Lender shall have received appropriate lien waivers from each
contractor, supplier, materialman, mechanic or subcontractor who receives
payment in an amount equal to or greater than $100,000 for completion of its
work or delivery of its materials, which lien waivers shall conform to the
requirements of applicable law and shall cover all work performed and materials
supplied (including equipment and fixtures) for the Property by that contractor,
supplier, subcontractor, mechanic or materialman through the date covered by the
current disbursement request; and

         6. At Lender's option, Lender shall have received a title search for
the Property effective to the date of the disbursement, which search shows that
no mechanic's or materialmen's liens or other Liens of any nature have been
placed against the Property since the date of recordation of the Deed of Trust
and that title to the Property is free and clear of all Liens (other than the
Permitted Encumbrances).



                                  Schedule 6.6
</TEXT>
</DOCUMENT>
