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
114
Section 19.2
Lender's Discretion
114
Section 19.3
Governing Law
114
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
117
Section 19.8
Headings
117
Section 19.9
Severability
117
-iii-
Section 19.10
Preferences
117
Section 19.11
Waiver of Notice
118
Section 19.12
Expenses; Indemnity
118
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
121
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
122
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 SHC HALF MOON BAY, LLC, 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 COLUMN
FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue,
New York, New York 10010 (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 and warrant as
follows:
I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise