Letter of Credit Provisions
105
XVII. DEFAULTS
106
Section 17.1
Event of Default
106
Section 17.2
Remedies
109
Section 17.3
Remedies Cumulative; Waivers
110
Section 17.4
Costs of Collection
111
XVIII. SPECIAL PROVISIONS
111
Section 18.1
Exculpation
111
XIX. MISCELLANEOUS
113
Section 19.1
Survival
113
Section 19.2
Lender's Discretion
113
Section 19.3
Governing Law
114
-iii-
Section 19.4
Modification, Waiver in Writing
115
Section 19.5
Delay Not a Waiver
115
Section 19.6
Notices
115
Section 19.7
TRIAL BY JURY
116
Section 19.8
Headings
117
Section 19.9
Severability
117
Section 19.10
Preferences
117
Section 19.11
Waiver of Notice
117
Section 19.12
Expenses; Indemnity
117
Section 19.13
Exhibits and Schedules Incorporated
120
Section 19.14
Offsets, Counterclaims and Defenses
120
Section 19.15
Liability of Assignees of Lender
120
Section 19.16
No Joint Venture or Partnership; No Third Party Beneficiaries
120
Section 19.17
Publicity
120
Section 19.18
Waiver of Marshalling of Assets
121
Section 19.19
Waiver of Counterclaim and Other Actions
121
Section 19.20
Conflict; Construction of Documents; Reliance
121
Section 19.21
Prior Agreements
121
Section 19.22
Counterparts
122
Section 19.23
Joint and Several Liability
122
-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
INTENTIONALLY DELETED
EXHIBIT P
INTENTIONALLY DELETED
EXHIBIT Q
INTENTIONALLY DELETED
EXHIBIT R
ARTICLE 8 OPT IN LANGUAGE
SCHEDULE I
LITIGATION SCHEDULE
SCHEDULE II
INTENTIONALLY DELETED
SCHEDULE III
PRE-APPROVED TRANSFEREES
SCHEDULE IV
PRE-APPROVED MANAGERS
SCHEDULE V
INTENTIONALLY DELETED
SCHEDULE VI
INTENTIONALLY DELETED
SCHEDULE VII
INTENTIONALLY DELETED
SCHEDULE VIII
INTENTIONALLY DELETED
SCHEDULE IX
DEFERRED MAINTENANCE
-v-
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT dated as of March 9, 2007 (as amended,
restated, replaced, supplemented or otherwise modified from time to time, this
"Agreement"), between NEW SANTA MONICA BEACH HOTEL, L.L.C., a Delaware limited
liability company, (the "Borrower") having an office at c/o Strategic Hotel
Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and
JPMORGAN CHASE BANK N.A., a banking association chartered under the laws of the
United States of America, having an address at 270 Park Avenue, New York, New
York 10017 (together with its successors and assigns, "Lender").
WITNESSETH:
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