Account
112 Section 16.3
Intentionally Deleted
113 Section 16.4
FF&E Reserve Account
113
Section 16.5
Letter of Credit Provisions
114 XVII.
DEFAULTS
114
Section 17.1
Event of Default
114 Section 17.2
Remedies
118
Section 17.3
Remedies Cumulative; Waivers
120 Section 17.4
Costs of
Collection
120 XVIII.
SPECIAL PROVISIONS
120 Section 18.1
Exculpation
120 XIX.
MISCELLANEOUS
122 Section 19.1
Survival
122
Section 19.2
Lender's Discretion
123 Section 19.3
Governing Law
123
-iii-
Section 19.4
Modification, Waiver in Writing
124 Section 19.5
Delay Not
a Waiver
124 Section 19.6
Notices
124 Section 19.7
TRIAL BY JURY
125 Section 19.8
Headings
126 Section 19.9
Severability
126
Section 19.10
Preferences
126 Section 19.11
Waiver of Notice
126
Section 19.12
Expenses; Indemnity
126 Section 19.13
Exhibits and
Schedules Incorporated
128 Section 19.14
Offsets, Counterclaims and
Defenses
129 Section 19.15
Liability of Assignees of Lender
129 Section
19.16
No Joint Venture or Partnership; No Third Party Beneficiaries
129
Section 19.17
Publicity
129 Section 19.18
Waiver of Marshalling of
Assets
130 Section 19.19
Waiver of Counterclaim and Other Actions
130
Section 19.20
Conflict; Construction of Documents; Reliance
130 Section
19.21
Prior Agreements
130 Section 19.22
Counterparts
131 Section
19.23
Joint and Several Liability
131 Section 19.24
Contribution Among
Co-Borrowers
131
-iv-
EXHIBITS AND SCHEDULES
EXHIBIT A
TITLE INSURANCE REQUIREMENTS EXHIBIT B
SURVEY REQUIREMENTS
EXHIBIT C
SINGLE PURPOSE ENTITY PROVISIONS EXHIBIT D
ENFORCEABILITY
OPINION REQUIREMENTS EXHIBIT E
NON-CONSOLIDATION OPINION REQUIREMENTS EXHIBIT
F
COUNTERPARTY OPINION REQUIREMENTS EXHIBIT G
FORM OF TENANT ESTOPPEL
LETTER EXHIBIT H-1
BORROWER ORGANIZATIONAL STRUCTURE AT CLOSING EXHIBIT H-2
INTENTIONALLY DELETED EXHIBIT I
INTEREST RATE CAP AGREEMENT REQUIREMENTS
EXHIBIT J
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT EXHIBIT K
FORM OF
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT EXHIBIT L
INTENTIONALLY DELETED EXHIBIT M
COUNTERPARTY ACKNOWLEDGMENT EXHIBIT N
INTENTIONALLY DELETED EXHIBIT O
FORM OF INDEPENDENT DIRECTOR CERTIFICATE
EXHIBIT P
INTENTIONALLY OMITTED EXHIBIT Q
FORM OF TRADEMARK SECURITY
AGREEMENT EXHIBIT R
ARTICLE 8 OPT IN LANGUAGE SCHEDULE I
LITIGATION
SCHEDULE SCHEDULE II
LIST OF EXCHANGE DOCUMENTS SCHEDULE III
PRE-APPROVED
TRANSFEREES SCHEDULE IV
PRE-APPROVED MANAGERS SCHEDULE V
RELEASE PARCELS
AND RELEASE PRICES SCHEDULE VI
INTENTIONALLY DELETED SCHEDULE VII
INTENTIONALLY DELETED
-v-
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT dated as of September 1, 2006 (as amended,
restated, replaced, supplemented or otherwise modified from time to time, this
"Agreement"), between SHR SCOTTSDALE X, L.L.C., a Delaware limited liability
company and SHR SCOTTSDALE Y, L.L.C., a Delaware limited liability company,
(each a "Co-Borrower" and collectively, on a joint and several liability basis,
the "Borrower") having an office at c/o Strategic Hotel Funding, L.L.C., 77 West
Wacker Drive, Suite 4600, Chicago, Illinois 60601, and CITIGROUP GLOBAL MARKETS
REALTY CORP., a New York corporation, having an address at 388 Greenwich Street,
New York, New York 10013 (together with its successors and assigns, "Lender").
W I T N E S S E T H:
WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from
Lender;
WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in
accordance