Section 17.1
Event of Default
101
Section 17.2
Remedies
104
Section 17.3
Remedies Cumulative; Waivers
105
Section 17.4
Costs of Collection
106
XVIII. SPECIAL PROVISIONS
106
Section 18.1
Exculpation
106
XIX. MISCELLANEOUS
107
Section 19.1
Survival
107
Section 19.2
Lender's Discretion
107
Section 19.3
Governing Law
107
Section 19.4
Modification, Waiver in Writing
109
Section 19.5
Delay Not a Waiver
109
Section 19.6
Notices
109
Section 19.7
TRIAL BY JURY
110
Section 19.8
Headings
111
Section 19.9
Severability
111
-iii-
Section 19.10
Preferences
111
Section 19.11
Waiver of Notice
111
Section 19.12
Expenses; Indemnity
111
Section 19.13
Exhibits and Schedules Incorporated
113
Section 19.14
Offsets, Counterclaims and Defenses
113
Section 19.15
Liability of Assignees of Lender
113
Section 19.16
No Joint Venture or Partnership; No Third Party Beneficiaries
114
Section 19.17
Publicity
114
Section 19.18
Waiver of Marshalling of Assets
114
Section 19.19
Waiver of Counterclaim and Other Actions
114
Section 19.20
Conflict; Construction of Documents; Reliance
115
Section 19.21
Prior Agreements
115
Section 19.22
Counterparts
115
Section 19.23
Joint and Several Liability
115
-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 MICHIGAN AVENUE, 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 1.1 Definitions. For all purposes of this