MeriStar Hotels & Resorts (IHR)

(a)          Authorization. The Borrower and each of the Guarantors, respectively, has the right and power and has obtained all authorizations necessary to execute and deliver this First Amendment and to perform its respective obligations hereunder and under the Credit Agreement, as amended by this First Amendment, in accordance with their respective terms. This First Amendment has been duly executed and delivered by duly authorized officers of the Borrower and each Guarantor, respectively, and each of this First Amendment and the Credit Agreement, as amended by this First Amendment, is a legal, valid and binding obligation of the Borrower and each Guarantor (each as applicable), enforceable against the Borrower and each Guarantor (each as applicable) in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and by equitable principles generally.

(b)          Compliance with Laws, etc. The execution and delivery by the Borrower and each of the Guarantors of this First Amendment and the performance by the Borrower and/or the Guarantors of this First Amendment and the Credit Agreement, as amended by this First Amendment, in accordance with their respective terms, does not and will not, by the passage of time, the giving of notice or otherwise: (i) require any approval (other than those already obtained) by any Governmental Authority or violate any law (including any Environmental Law) which is applicable to the Borrower, any Guarantors, the Credit Documents or the transactions contemplated herein or therein; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower or any of the Guarantors, or any indenture, agreement/or other instrument to which the Borrower or any of the Guarantors is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any Guarantor other than in favor of the Administrative Agent for the benefit of the Lenders.

(c)          No Impediments. There are no defenses, offsets or counterclaims or other claims, legal or equitable, available to Borrower or any Guarantor with respect to this First Amendment, the Credit Documents, or any other instrument, document and/or agreement described herein or therein, as modified and amended hereby, or with respect to the obligation of Borrower to repay the Obligations, as the case may be. Except as previously disclosed to the Lenders, there are no actions, suits or proceedings pending or threatened against or affecting Borrower or any Guarantor which, if adversely determined, could affect the Borrower's and Guarantors' ability to perform their obligations under the Credit Documents or challenge the validity of or enforceability of, or ability of Borrower or any Guarantor to fulfill each of its obligations under this First Amendment, any of the Credit Documents, or any of the other instruments, documents or agreements described herein, as modified and amended hereby, or the priority of any lien thereof, in any court, at law or in equity, or before any administrative agencies or other governmental authority.

(d)          No Default. After giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.

(a)          Authorization. The Borrower and each of the Guarantors, respectively, has the right and power and has obtained all authorizations necessary to execute and deliver this First Amendment and to perform its respective obligations hereunder and under the Credit Agreement, as amended by this First Amendment, in accordance with their respective terms. This First Amendment has been duly executed and delivered by duly authorized officers of the Borrower and each Guarantor, respectively, and each of this First Amendment and the Credit Agreement, as amended by this First Amendment, is a legal, valid and binding obligation of the Borrower and each Guarantor (each as applicable), enforceable against the Borrower and each Guarantor (each as applicable) in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and by equitable principles generally.

(b)          Compliance with Laws, etc. The execution and delivery by the Borrower and each of the Guarantors of this First Amendment and the performance by the Borrower and/or the Guarantors of this First Amendment and the Credit Agreement, as amended by this First Amendment, in accordance with their respective terms, does not and will not, by the passage of time, the giving of notice or otherwise: (i) require any approval (other than those already obtained) by any Governmental Authority or violate any law (including any Environmental Law) which is applicable to the Borrower, any Guarantors, the Credit Documents or the transactions contemplated herein or therein; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower or any of the Guarantors, or any indenture, agreement/or other instrument to which the Borrower or any of the Guarantors is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any Guarantor other than in favor of the Administrative Agent for the benefit of the Lenders.

(c)          No Impediments. There are no defenses, offsets or counterclaims or other claims, legal or equitable, available to Borrower or any Guarantor with respect to this First Amendment, the Credit Documents, or any other instrument, document and/or agreement described herein or therein, as modified and amended hereby, or with respect to the obligation of Borrower to repay the Obligations, as the case may be. Except as previously disclosed to the Lenders, there are no actions, suits or proceedings pending or threatened against or affecting Borrower or any Guarantor which, if adversely determined, could affect the Borrower's and Guarantors' ability to perform their obligations under the Credit Documents or challenge the validity of or enforceability of, or ability of Borrower or any Guarantor to fulfill each of its obligations under this First Amendment, any of the Credit Documents, or any of the other instruments, documents or agreements described herein, as modified and amended hereby, or the priority of any lien thereof, in any court, at law or in equity, or before any administrative agencies or other governmental authority.

(d)          No Default. After giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.