NO WAIVER
54
ARTICLE 10. ADMINISTRATIVE AGENT; INTERCREDITOR PROVISIONS
55
10.1
APPOINTMENT AND AUTHORIZATION
55
10.2
WELLS FARGO AS LENDER
56
10.3
LOAN DISBURSEMENTS
56
10.4
DISTRIBUTION AND APPORTIONMENT OF PAYMENTS; DEFAULTING LENDERS
57
10.5
PRO RATA TREATMENT
59
10.6
SHARING OF PAYMENTS, ETC
59
10.7
COLLATERAL MATTERS; PROTECTIVE ADVANCES.
59
10.8
POST-FORECLOSURE PLANS
61
10.9
APPROVALS OF LENDERS
62
10.10
NOTICE OF DEFAULTS
62
10.11
ADMINISTRATIVE AGENT'S RELIANCE, ETC
62
10.12
INDEMNIFICATION OF ADMINISTRATIVE AGENT
63
10.13
LENDER CREDIT DECISION, ETC
64
10.14
SUCCESSOR ADMINISTRATIVE AGENT
65
10.15
TITLED AGENTS
65
10.16
NO SET-OFFS
66
ARTICLE 11. MISCELLANEOUS PROVISIONS
66
11.1
INDEMNITY
66
11.2
FORM OF DOCUMENTS
66
11.3
NO THIRD PARTIES BENEFITED
67
iii
11.4
NOTICES
67
11.5
ATTORNEY-IN-FACT
67
11.6
ACTIONS
67
11.7
INTENTIONALLY OMITTED
67
11.8
RELATIONSHIP OF PARTIES
67
11.9
DELAY OUTSIDE LENDER'S CONTROL
67
11.10
ATTORNEYS' FEES AND EXPENSES; ENFORCEMENT
68
11.11
IMMEDIATELY AVAILABLE FUNDS
68
11.12
AMENDMENTS AND WAIVERS.
68
11.13
SUCCESSORS AND ASSIGNS
70
11.14
CERTAIN ALLOWED DISCLOSURES
72
11.15
CAPITAL ADEQUACY
72
11.16
LENDER'S AGENTS
73
11.17
EVIDENCE OF TAX PAYMENTS
73
11.18
WAIVER OF RIGHT TO TRIAL BY JURY
73
11.19
SEVERABILITY
74
11.20
TIME
74
11.21
HEADINGS
74
11.22
GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS
74
11.23
USA PATRIOT ACT NOTICE
75
11.24
INTEGRATION; INTERPRETATION
75
11.25
JOINT AND SEVERAL LIABILITY
76
11.26
COUNTERPARTS
77
SCHEDULES AND EXHIBITS
SCHEDULE 1.1
- COMMITMENTS AND PRO RATA SHARES
SCHEDULE 5.6
- LITIGATION
SCHEDULE 5.11
- LEASES
SCHEDULE 6.1
- ENVIRONMENTAL REPORTS
SCHEDULE 7.12
- PLEDGED ACCOUNTS
EXHIBIT A-1
- LEGAL DESCRIPTION OF THE SUGAR LAND PROPERTY (INCLUDING SUGAR LAND LEASE)
EXHIBIT A-2
- LEGAL DESCRIPTION OF THE SAN ANTONIO PROPERTY (INCLUDING SAN ANTONIO LEASE)
EXHIBIT A-3
- LEGAL DESCRIPTION OF THE VA BEACH PROPERTY
EXHIBIT A-4
- LEGAL DESCRIPTION OF THE MT. LAUREL PROPERTY
EXHIBIT A-5
- LEGAL DESCRIPTION OF THE OMAHA PROPERTY
EXHIBIT A-6
- LEGAL DESCRIPTION OF THE TAMPA PROPERTY
EXHIBIT A-7
- LEGAL DESCRIPTION OF THE SAVANNAH PROPERTY
EXHIBIT B
- DOCUMENTS
EXHIBIT C
- FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT D
- FIXED RATE NOTICE
EXHIBIT E
- FORM OF LOAN INCREASE SUPPLEMENT
iv
EXHIBIT F
- FORM OF NOTE
EXHIBIT G
- SAN ANTONIO RENOVATIONS AND BUDGET
EXHIBIT H
- MT. LAUREL RENOVATIONS AND BUDGET
EXHIBIT I
- OMAHA RENOVATIONS AND BUDGET
EXHIBIT J
- FORM OF BORROWER CERTIFICATE
EXHIBIT K
- ITEMS NOT RECEIVED IN RESPECT OF SAN ANTONIO PROPERTY
v
LOAN AGREEMENT
THIS LOAN AGREEMENT ("Agreement") is executed as of December 22, 2004, by and
among HH TEXAS HOTEL ASSOCIATES, L.P., a limited partnership formed under the
laws of the State of Delaware ("Texas Borrower") and HH LC PORTFOLIO LLC, a
limited liability company formed under the laws of the State of Delaware ("Other
Borrower") (Texas Borrower and Other Borrower being herein referred to,
individually and collectively, as "Borrower"), each of the financial
institutions initially a signatory hereto (or that becomes a party hereto
pursuant to a Loan Increase