112
Section 15.5
Security Interest in Favor of
Federal Reserve Bank
112
Section 15.6
Redirection Notice
112
Section 15.7
Intentionally Omitted
113
Section 15.8
Pfandbrief Appraisal
113
XVI.
RESERVE ACCOUNTS
113
Section
16.1
Tax Reserve Account
113
Section 16.2
Insurance Reserve
Account
113
Section 16.3
DSCR Reserve Account
115
Section 16.4
Deferred Maintenance Reserve Account
115
Section
16.5
FF&E Reserve Account
115
Section 16.6
Franchise Fee
Reserve Account
116
XVII.
DEFAULTS
116
Section 17.1
Event of Default
116
Section 17.2
Remedies
119
Section
17.3
Remedies Cumulative; Waivers
121
Section 17.4
Costs of
Collection
121
XVIII.
SPECIAL PROVISIONS
121
Section 18.1
Exculpation
121
XIX.
MISCELLANEOUS
125
Section 19.1
Survival
125
Section 19.2
Administrative Agent's Discretion
125
Section 19.3
Governing Law
125
Section 19.4
No
Assignment by Borrower
127
Section 19.5
Modification
127
Section 19.6
Modification, Waiver in Writing
127
Section 19.7
Delay Not a Waiver
127
Section 19.8
Notices
128
Section 19.9
TRIAL BY JURY
129
Section 19.10
Headings
129
Section 19.11
Severability
129
Section 19.12
Preferences
129
iii
Section 19.13
Waiver of Notice
130
Section 19.14
Expenses; Indemnity; No Consequential Damages
130
Section 19.15
Exhibits and Schedules Incorporated
132
Section 19.16
Offsets, Counterclaims and Defenses
132
Section 19.17
Liability of Assignees of Lenders
133
Section 19.18
Sharing of Payments
133
Section 19.19
Set-off
133
Section 19.20
No Joint Venture or Partnership; No Third Party Beneficiaries
133
Section 19.21
Publicity
134
Section 19.22
Waiver of Marshalling of Assets
134
Section 19.23
Waiver of Counterclaim and other Actions
134
Section 19.24
Conflict; Construction of Documents; Reliance
134
Section 19.25
Prior Agreements
135
Section 19.26
Reinstatement
135
Section 19.27
Counterparts
135
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
INTENTIONALLY OMITTED
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
FORM OF NOTE
EXHIBIT M
COUNTERPARTY ACKNOWLEDGMENT
EXHIBIT N
INTENTIONALLY DELETED
EXHIBIT O
FORM OF INDEPENDENT DIRECTOR CERTIFICATE
EXHIBIT P
INTENTIONALLY OMITTED
EXHIBIT Q
FORM OF IP SECURITY AGREEMENT
EXHIBIT R
INTENTIONALLY OMITTED
SCHEDULE I
LITIGATION SCHEDULE
SCHEDULE II
LABOR MATTERS SCHEDULE
SCHEDULE III
INTENTIONALLY OMITTED
SCHEDULE IV
PRE-APPROVED MANAGERS
SCHEDULE V
INTENTIONALLY OMITTED
SCHEDULE VI
INTENTIONALLY OMITTED
SCHEDULE VII
PERCENTAGE SHARE
SCHEDULE VIII
MANAGER REPORTS
SCHEDULE IX
DEFERRED MAINTENANCE CONDITIONS
SCHEDULE X
IP SCHEDULE
v
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of July 20, 2011
(as Modified from time to time, this Agreement), by and among SHC Washington,
L.L.C., a Delaware limited liability company (Borrower), having an office at c/o
Strategic Hotel Funding, L.L.C., 200 West Madison, Suite 1700, Chicago, Illinois
60606, THE LENDERS FROM TIME TO TIME PARTY HERETO (together with their
successors and assigns, collectively and severally, Lenders); and DEUTSCHE BANK
TRUST COMPANY AMERICAS