Amendment No. 3 to Amended and Restated Revolving Credit Agreement, dated October 14, 2020, among XHR LP, as borrower, Company and certain subsidiaries of the Company, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto

“(a)    (i) From and after the Effective Date and until the Debt Rating Pricing Election Date, the “Eurodollar - Applicable Rate” or the “ABR - Applicable Rate”, as the case may be, applicable to Non-Extending Loans shall be determined by the range into which the Leverage Ratio falls in the table below; provided, however, that from and after the Amendment Effective Date until the Covenant Compliance Date, the Applicable Rate for Non-Extending Loans shall be based on Level VI (and, following the Covenant Compliance Date, the Applicable Rate shall revert to the applicable Level in the table below):

    (ii) From and after the Amendment No. 3 Effective Date and until the Debt Rating Pricing Election Date, the “Eurodollar - Applicable Rate” or the “ABR - Applicable Rate”, as the case may be, applicable to Extended Loans shall be determined by the range into which the Leverage Ratio falls in the table below; provided, however, that from and after the Amendment Effective Date until the Covenant Compliance Date, the Applicable Rate for Extended Loans shall be based on Level VI (and, following the Covenant Compliance Date, the Applicable Rate shall revert to the applicable Level in the table below):

For purposes of this clause (a), any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio (or the occurrence of the Covenant Compliance Date) shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered in accordance with Section 5.01(d); provided, however, that if such compliance certificate is not delivered in accordance with Section 5.01(d) and has not been delivered within thirty (30) days after notice from the Administrative Agent or the Required Lenders to the Borrower notifying the Borrower of the failure to deliver such compliance certificate on the date when due in accordance with Section 5.01(d), then the Applicable Rate shall be the percentage that would apply to the Level VI Ratio and it shall apply as of the first Business Day after the date on which such compliance certificate was required to have been delivered and shall remain in effect until such compliance certificate is delivered.

If at any time the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement, fraud or otherwise), the Borrower shall be required to retroactively pay any additional amount that the Borrower would have been required to pay if such financial statements had been accurate at the time they were delivered.

““Availability Period” means, with respect to any Revolving Commitments, the period from and including the Effective Date to but excluding the earlier of (i) the Revolving Maturity Date applicable to such Revolving Commitments and (ii) the date of termination of such Revolving Commitments.

“Covenant Compliance Date” shall mean the earlier of (i) the date on which the Borrower delivers a compliance certificate in accordance with Section 5.01(d) demonstrating compliance with the financial covenants set forth in Section 6.12 (as modified as of the Amendment Effective Date and thereafter) for the fiscal quarter ending March 31, 2022 and (ii) the date the Borrower shall, in its sole discretion, deliver both (a) a compliance certificate in accordance with Section 5.01(d) with respect to any fiscal quarter ending after the Amendment Effective Date but prior to March 31, 2022 reflecting compliance with the financial covenants in effect from and after the Covenant Waiver Period and (b) written notice to the Administrative Agent electing to terminate the Covenant Waiver Period concurrently with the delivery of such compliance certificate.

“Covenant Waiver Period” shall mean the period commencing with the fiscal quarter ending June 30, 2020 and ending on the earlier of (i) the date the Borrower shall be required to deliver the compliance certificate to be delivered

with respect to the fiscal quarter ending March 31, 2022 in accordance with Section 5.01(d) and (ii) the Covenant Compliance Date.

“Permitted Capital Markets Indebtedness” means any Debt Issuance pursuant to any debt capital markets transaction (other than convertible debt securities), including any issuance of one or more series of secured or unsecured notes pursuant to public or 144a private placements or other substantially similar placements of Indebtedness; provided that (a) such Indebtedness (i) shall be either (x) unsecured or (y) secured only by the Covenant Waiver Period Collateral, to the extent securing the Obligations, and on a pari passu or junior basis with the Covenant Waiver Period Collateral securing the Obligations (including any additional collateral granted to secure the Obligations prior to such Debt Issuance) and subject to the Intercreditor Agreement or, in the case of junior lien Permitted Capital Markets Indebtedness, a customary junior lien intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent, provided that any such pari passu secured Indebtedness shall not exceed the aggregate principal amount of $600,000,000 (including, without limitation, $300,000,000 of Permitted Capital Markets Indebtedness consisting of the 6.375% Senior Secured Notes due 2025 initially issued pursuant to the indenture dated August 18, 2020), (ii) shall have no guarantors or obligors other than the Guarantors and the Borrower party to the Loan Documents, and (iii) shall not have any scheduled amortization or mature prior to the 6-month anniversary of the maturity date of the KeyBank 2017 Credit Agreement, and (b) the Net Cash Proceeds of such Indebtedness shall be applied, subject to the Intercreditor Agreement, in accordance with Section 2.11(b).

“Permitted Variations Period” means the period commencing with the final fiscal quarter occurring during the Covenant Waiver Period (which shall in no event be later than the fiscal quarter ending March 31, 2022) and ending on the earlier of (i) the date on which the Borrower delivers a compliance certificate in accordance with Section 5.01(d) demonstrating compliance with the financial covenants set forth in Section 6.12 (as modified as of the Amendment Effective Date) for the fiscal quarter ending March 31, 2023 and (ii) the date the Borrower shall, in its sole discretion, deliver both (a) a compliance certificate in accordance with Section 5.01(d) with respect to any fiscal quarter ending after the Covenant Waiver Period but prior to March 31, 2023 reflecting compliance with the financial covenants without giving effect to the Permitted Variations and (b) written notice by the Borrower to the Administrative Agent electing to terminate the Permitted Variations Period concurrently with the delivery of such compliance certificate.

“Revolving Maturity Date” means (a) solely with respect to the Non-Extending Loans and Non-Extending Revolving Commitments, the Initial Revolving Maturity Date and (b) for all other purposes (including in respect of any Swingline Loan or Letter of Credit), the Extended Revolving Maturity Date.

“Revolving Percentage” means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment. If the Non-Extended Revolving Commitments have terminated or expired, the Revolving Percentages shall be determined based on the Extended Revolving Commitments then in effect. If all Revolving Commitments have terminated or expired, the Revolving Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.”

““Additional Senior Secured Notes” means any senior secured notes offered and issued by the Borrower that (x) constitute “Permitted Capital Markets Indebtedness” and (y) are in addition to the $300,000,000 of 6.375% Senior Secured Notes due 2025 issued pursuant to the indenture dated August 18, 2020.

“Allocated Amount” has the meaning assigned to it in Section 2.11(c).

“Amendment No. 3” means Amendment No. 3 to Amended and Restated Credit Agreement, dated as of October 14, 2020, among the Borrower, the other Loan Parties party thereto, the Administrative Agent and the Lenders party thereto.

“Amendment No. 3 Effective Date” means the “Amendment Effective Date” as defined in Amendment No. 3.

“Extended Loans” means all Revolving Loans made by an Extending Lender to the Borrower pursuant to Section 2.01 (whether such Revolving Loan was made prior to, on or after the Amendment No. 3 Effective Date).

“Extended Revolving Commitments” means the Revolving Commitment of any Extending Lender.

“Extended Revolving Maturity Date” means February 28, 2024.

“Extending Lender” has the meaning assigned to such term in Amendment No. 3.

“Initial Revolving Maturity Date” means February 28, 2022.

“Non-Extended Loans” means all Revolving Loans made by a Non-Extending Lender to the Borrower pursuant to Section 2.01 (whether such Revolving Loan was made prior to, on or after the Amendment No. 3 Effective Date).

“Non-Extended Revolving Commitments” means the Revolving Commitment of any Non-Extending Lender.

“Non-Extending Lender” has the meaning assigned to such term in Amendment No. 3.”

    “Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrower from time to time in U.S. Dollars during the applicable Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. For the avoidance of doubt, with respect to any borrowing of Revolving Loans during the period in which both the Non-Extended Revolving Commitments and the Extended Revolving Commitments are in effect, the Non-Extended Revolving Commitments and the Extended Revolving Commitments shall be utilized ratably for such borrowing.”

    “(a) Unless previously terminated, (i) the Non-Extended Revolving Commitments shall terminate on the Initial Revolving Maturity Date and (ii) the Extended Revolving Commitments shall terminate on the Extended Revolving Maturity Date.”

    “(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Non-Extending Lender, the then unpaid principal amount of each Non-Extended Loan on the Initial Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Extending Lender, the then unpaid principal amount of each Extended Loan on the Extended Revolving Maturity Date and (iii) to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Extended Revolving Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that (x) on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding and (y) on

the Initial Revolving Maturity Date, the Swingline Exposure (if any) of any Non-Extending Lender shall, so long as the Extended Revolving Commitments remain outstanding, be reallocated among the Extending Revolving Lenders in accordance with their respective Revolving Percentages (determined after giving effect to the termination of the Non-Extending Revolving Commitments) up to an aggregate amount not to exceed the Extended Revolving Commitment of such Extending Lender (it being understood that the participating interests of the Non-Extending Lenders therein shall be correspondingly released and terminated).”

“(c)    Notice; Manner of Payment. Upon the occurrence of any Mandatory Prepayment Event, the Borrower shall promptly deliver notice thereof to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Unless otherwise agreed by the Borrower and the Required Lenders after the Amendment Effective Date, “Allocated Amount” shall mean the amount that is required to be applied to a prepayment of the Loans as set forth below in this subsection (c) with respect to the specified Mandatory Prepayment Event.

Unless otherwise agreed by the Borrower and the Required Lenders after the Amendment Effective Date, the Net Cash Proceeds of any Mandatory Prepayment Event shall be applied to the prepayment of the loans under the Credit Facilities as follows:

(a)    if the aggregate Revolving Credit Exposure immediately prior to the application of such Net Cash Proceeds on the applicable Net Cash Proceeds Receipt Date is equal to or less than $350,000,000, (i) until the loans (if any) under the Wells Fargo Credit Agreement and the KeyBank 2015 Credit Agreement have been repaid in full on the Amendment No. 3 Effective Date, 100% of such Net Cash Proceeds shall be applied to the loans outstanding under the Wells Fargo Credit Agreement and the KeyBank 2015 Credit Agreement, on a pro rata basis, and (ii) thereafter, 50% of such Net Cash Proceeds shall be applied to the prepayment of any Loans (without a corresponding permanent reduction of the Revolving Commitments, and without any requirement to apply any amount to the loans outstanding under each of the other Credit Facilities) until the outstanding amount of the Loans is reduced to zero, with any remaining portion of such Net Cash Proceeds being retained by the Borrower; and

(b)    if the aggregate Revolving Credit Exposure immediately prior to the application of such Net Cash Proceeds on the applicable Net Cash Proceeds Receipt Date is greater than $350,000,000, (i) until the loans (if any) outstanding under the Wells Fargo Credit Agreement and the KeyBank 2015 Credit Agreement have been repaid in full on the Amendment No. 3 Effective Date, 100% of such Net Cash Proceeds shall be applied to the loans outstanding under the Wells Fargo Credit Agreement and the KeyBank 2015 Credit Agreement, on a pro rata basis, and (ii) thereafter, 100% of such Net Cash Proceeds shall be applied on a pro rata basis to Loans and the loans outstanding under each of the other Credit Facilities (without a corresponding permanent reduction of the Revolving Commitments);

provided that, notwithstanding the foregoing, if (i) the aggregate Net Cash Proceeds received from the incurrence of all Indebtedness secured by a Lien on any Unencumbered Property after the Amendment Effective Date exceeds $250,000,000 (such Net Cash Proceeds in excess of $250,000,000, the “Excess Lien Proceeds”) or (ii) the aggregate Net Cash Proceeds received from all Asset Dispositions after the Amendment Effective Date exceeds $500,000,000 (such Net Cash Proceeds in excess of $500,000,000, the “Excess Sale Proceeds”), then, in each case, 100% of such Excess Lien Proceeds and Excess Sale Proceeds shall be applied first only to the prepayment of the term loans outstanding under the Credit Facilities (and not to the Loans) on a pro rata basis until such term loans are paid in full and thereafter to the prepayment of any Loans (without any corresponding reduction of the Revolving Commitments).

    In addition, notwithstanding anything to the contrary herein, the Borrower may apply a portion of the Net Cash Proceeds otherwise required to make prepayments pursuant to Section 2.11(b)(iii) to repay a ratable portion of Permitted Capital Markets Indebtedness that is secured by liens on a pari passu basis with the Obligations in respect of which a prepayment (or offer of prepayment) is required to be made with such Net Cash Proceeds pursuant to the terms of such Permitted Capital Markets Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Loans, the outstanding term loans under the other Credit Facilities and the outstanding Permitted Capital Markets Indebtedness at such time).

    Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 2.16.”

    “Section 2.21. Extension of Non-Extending Revolving Commitments. From time to time after the date hereof and prior to the Initial Revolving Maturity Date, pursuant to a written agreement between the Borrower and any Non-Extending Lender (but without the consent of any other Lender), any Non-Extending Lender may agree, in its sole discretion, to extend and convert its Non-Extending Loans and Non-Extending Revolving Commitments into Extended Loans and Extended Revolving Commitments, respectively, having the terms set forth herein (each such extension and conversion, a “Subsequent Extension”), subject to satisfaction of the following conditions: (i) no Default or Event of Default has occurred and is continuing as of the effective date of such Subsequent Extension; (ii) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) as of the effective date of such Subsequent Extension, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) on and as of such earlier date), (iii) the Amendment No. 3 Effective Date shall have occurred; and (iv) the Borrower shall have paid to such Non-Extending Lender any extension fee (if any) as may be agreed between the Borrower and such Non-Extending Lender.

    “Section 2.22. Reallocation of Participations on the Initial Revolving Maturity Date. On the Initial Revolving Maturity Date, after giving effect to the repayment of all Non-Extending Loans and the termination of all Non-Extending Revolving Commitments on such date, (a) if any Letters of Credit exist on such date, then the participations in each Letter of Credit granted to and acquired by the Non-Extending Lenders shall, so long as the Extended Revolving Commitments remain outstanding, be reallocated to the Extending Lenders in accordance with such Extending Lenders’ Revolving Percentages (determined after giving effect to the termination of the Non-Extending Revolving Commitments) up to an aggregate amount not to exceed the Extended Revolving Commitment of such Extending Lender, (b) any Swingline Exposure shall be reallocated in accordance with Section 2.10(a), and (c) the Administrative Agent shall administer any other necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). The Borrower shall pay any amounts required pursuant to Section 2.16 in connection with any such reallocations.”

    “(a)    Leverage Ratio. The ratio of Total Indebtedness as of such date to Consolidated EBITDA for the period of four (4) consecutive quarters then ended (subject to Section 6.12(h)) (the “Leverage Ratio”), commencing with the final fiscal quarter occurring during the Covenant Waiver Period (which shall in no event be later than the fiscal quarter ending March 31, 2022) to exceed 6.0 to 1.0; provided that the Leverage Ratio may exceed 6.0 to 1.0 during the Permitted Variations Period (which shall in no event be later than the fiscal quarter ending March 31, 2023), so long as the Leverage Ratio does not exceed (i) 8.50 to 1.00 as at the end of the final fiscal quarter occurring during the Covenant Waiver Period (which shall in no event be later than the fiscal quarter ending March 31, 2022) and the next fiscal quarter thereafter, (ii) 8.00 to 1.00 as at the end of each of the subsequent two fiscal quarters thereafter, (iii) 7.50 to 1.00 as at the end of the subsequent fiscal quarter thereafter (which shall in no event be later than the fiscal quarter ending March 31, 2023) (each of the foregoing clauses (i) – (iii), a “Permitted Leverage Variation”); provided further that (x) the Leverage Ratio may exceed 6.0 to 1.0 following a Major Acquisition so long as (A) the Leverage Ratio does not exceed 6.0 to 1.0 as of the end of more than two (2) consecutive fiscal quarters following such Major Acquisition and (B) the Leverage Ratio does not exceed 6.5 to 1.0 as of any such date of determination and (y) for purposes of calculating the Leverage Ratio, not more than 25% of the aggregate Consolidated EBITDA may be attributable to assets consisting of investments in Investment Affiliates, income-producing Real Estate Assets other than hotels or similar hospitality properties, Development Properties, Unimproved Land, Real Estate Assets undergoing Major Renovations, and Mortgage Notes receivable.”

“(d)    Fixed Charge Coverage Ratio. Commencing with the final fiscal quarter occurring during the Covenant Waiver Period (which shall in no event be later than the fiscal quarter ending March 31, 2022), for any period of four consecutive fiscal quarters of the Borrower then ended (subject to Section 6.12(h)), the ratio of Consolidated EBITDA for such period to Consolidated Fixed Charges for such period to be less than 1.50 to 1.0.”

“(f)    Unsecured Interest Coverage Ratio. Commencing with the final fiscal quarter occurring during the Covenant Waiver Period (which shall in no event be later than the fiscal quarter ending March 31, 2022), the ratio of Unencumbered Adjusted Net Operating Income for any period of four consecutive fiscal quarters of the Company then ended to Unsecured Interest Expense for such period (subject to Section 6.12(h)) to be less than 2.0 to 1.0; provided that such ratio may be less than 2.0 to 1.0 during the Permitted

Variations Period, so long as such ratio is not less than 1.60 to 1.0 (the “Permitted Unsecured Interest Coverage Variation” and, together with the Permitted Leverage Variation, the “Permitted Variations”).”

    “(h)    Annualized Calculations. For the period commencing with the final fiscal quarter occurring during the Covenant Waiver Period (which shall in no event be later than the fiscal quarter ending March 31, 2022) and the next two fiscal quarters thereafter, for the purposes of calculating the Leverage Ratio, Fixed Charge Coverage Ratio, and Unsecured Interest Coverage Ratio described in the foregoing clauses (a), (d), and (f), “Consolidated EBITDA” and “Unencumbered Adjusted Net Operating Income” shall be determined on an annualized basis as follows:

(i)    For the final fiscal quarter occurring during the Covenant Waiver Period (which shall in no event be later than the fiscal quarter ending March 31, 2022), “Consolidated EBITDA” and “Unencumbered Adjusted Net Operating Income” shall be calculated using the one (1) fiscal quarter then ended multiplied by four (4);

(ii)    For the next fiscal quarter thereafter, “Consolidated EBITDA” and “Unencumbered Adjusted Net Operating Income” shall be calculated using the two (2) fiscal quarters then ended multiplied by two (2);

(iii)    For the next fiscal quarter thereafter, “Consolidated EBITDA” and “Unencumbered Adjusted Net Operating Income” shall be calculated using the three (3) fiscal quarters then ended multiplied by four-thirds (4/3); and

(iv)    Thereafter, “Consolidated EBITDA” and “Unencumbered Adjusted Net Operating Income” shall be calculated using the four (4) fiscal quarters then ended.

Notwithstanding that the Borrower shall make such calculations on an annualized basis for purposes of determining compliance with such financial covenants, the Borrower shall also provide calculations of such financial covenants using “Consolidated EBITDA” and “Unencumbered Adjusted Net Operating Income” for the four (4) fiscal quarters then ended in its compliance certificate delivered pursuant to Section 5.01(d).”

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.