of Credit Provisions
103 XVII. DEFAULTS
104 Section 17.1
Event
of Default
104 Section 17.2
Remedies
107 Section 17.3
Remedies
Cumulative; Waivers
109 Section 17.4
Costs of Collection
109 XVIII.
SPECIAL PROVISIONS
109 Section 18.1
Exculpation
109 XIX. MISCELLANEOUS
111 Section 19.1
Survival
111 Section 19.2
Lender's Discretion
111 Section 19.3
Governing Law
111 Section 19.4
Modification, Waiver in
Writing
112 Section 19.5
Delay Not a Waiver
112 Section 19.6
Notices
113 Section 19.7
TRIAL BY JURY
114 Section 19.8
Headings
114
-iii-
Section 19.9
Severability
114 Section 19.10
Preferences
114
Section 19.11
Waiver of Notice
114 Section 19.12
Expenses; Indemnity
115 Section 19.13
Exhibits and Schedules Incorporated
117 Section 19.14
Offsets, Counterclaims and Defenses
117 Section 19.15
Liability of
Assignees of Lender
117 Section 19.16
No Joint Venture or Partnership; No
Third Party Beneficiaries
117 Section 19.17
Publicity
118 Section 19.18
Waiver of Marshalling of Assets
118 Section 19.19
Waiver of
Counterclaim and Other Actions
118 Section 19.20
Conflict; Construction of
Documents; Reliance
118 Section 19.21
Prior Agreements
119
Section 19.22
Counterparts
119 Section 19.23
Joint and Several
Liability
119
-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
-v-
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT dated as of October 6, 2006 (as amended,
restated, replaced, supplemented or otherwise modified from time to time, this
"Agreement"), between SHC CHOPIN PLAZA, 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 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 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