16.8
Letter of Credit Provisions
120
XVII.
DEFAULTS
121
Section 17.1
Event of Default.
121
Section 17.2
Remedies.
124
Section 17.3
Remedies Cumulative; Waivers
126
Section 17.4
Costs of Collection
126
XVIII.
SPECIAL PROVISIONS
126
Section 18.1
Exculpation.
126
XIX.
MISCELLANEOUS
129
Section 19.1
Survival
129
Section 19.2
Lender's Discretion
129
Section 19.3
Governing Law.
130
Section 19.4
Modification, Waiver in Writing
131
Section 19.5
Delay Not a Waiver
131
Section 19.6
Notices
131
Section 19.7
TRIAL BY JURY
133
Section 19.8
Headings
133
Section 19.9
Severability
133
Section 19.10
Preferences
134
Section 19.11
Waiver of Notice
134
Section 19.12
Expenses; Indemnity.
134
Section 19.13
Exhibits and Schedules Incorporated
136
Section 19.14
Offsets, Counterclaims and Defenses
136
Section 19.15
Liability of Assignees of Mezzanine Lender
137
Section 19.16
No Joint Venture or Partnership; No Third Party Beneficiaries.
137
Section 19.17
Publicity
137
Section 19.18
Waiver of Marshalling of Assets
137
Section 19.19
Waiver of Counterclaim and other Actions
138
Section 19.20
Conflict; Construction of Documents; Reliance
138
Section 19.21
Prior Agreements
138
Section 19.22
Counterparts
139
Section 19.23
Disclosure
139
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
BORROWER ORGANIZATIONAL STRUCTURE
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
LABOR SCHEDULE
SCHEDULE II
INTENTIONALLY DELETED
SCHEDULE III
PRE-APPROVED TRANSFEREES
SCHEDULE IV
PRE-APPROVED MANAGERS
SCHEDULE V
OUTPARCELS
SCHEDULE VI
NORTH BEACH PROPERTY
SCHEDULE VII
REVIEW LETTER
SCHEDULE VIII
SCOPE AND LOCATION OF SPA RENOVATION
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT dated as of February __, 2005 (as amended,
restated, replaced, supplemented or otherwise modified from time to time, this
Agreement), between CNL HOTEL DEL PARTNERS, LP, a Delaware limited partnership
(Borrower) having an office at c/o CNL Hotels & Resorts, Inc., Center at City
Commons, 450 South Orange Avenue, Orlando, Florida 32801, and GERMAN AMERICAN
CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall
Street, 10th Floor, New York, New York 10005 (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 with the terms of this Agreement and the other Loan Documents (as
hereinafter defined).
NOW, THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as