EXHIBIT 10.4
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of April 29, 1998 by and between LaSalle Hotel
Properties, a Maryland real estate investment trust (the "Company"), and
the holders of Units listed on SCHEDULE A hereto and each of the permitted
assignees thereof (individually, a "Holder").
WHEREAS, on the date hereof, the Holders are receiving units of
limited partnership interest ("Units") in LaSalle Hotel Operating
Partnership, L.P. (the "Partnership");
WHEREAS, in connection therewith, the Company has agreed to
grant to Holders the Registration Rights (as defined in Section 1 hereof);
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, hereby agree as follows:
SECTION 1. REGISTRATION RIGHTS
If Holder receives common shares of beneficial interests
("Common Shares") of the Company upon redemption of Units (the "Redemption
Shares") pursuant to the terms of the agreement of limited partnership of
the Partnership, as amended (the "Partnership Agreement"), the Company
shall register the Redemption Shares for sale by the Holder, subject to the
terms and conditions set forth herein (the "Registration Rights").
1.1 DEMAND REGISTRATION RIGHTS.
1.1(a) REGISTRATION PROCEDURE. Subject to Sections
1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration
Rights with respect to the Redemption Shares, Holder shall deliver to the
Company a written notice (a "Registration Notice") informing the Company of
such exercise and specifying the number of shares to be registered for
resale by Holder (such shares being referred to herein as the "Registrable
Securities"). Such notice may be given at any time on or after the date a
notice of redemption is delivered by Holder to the Partnership pursuant to
the Partnership Agreement, but must be given at least ten (10) business
days prior to the consummation of the sale of Registrable Securities. Upon
receipt of the Registration Notice, the Company, if it has not already
caused the Registrable Securities to be included as part of an existing
effective shelf registration statement and related prospectus (the "Shelf
Registration Statement") that the Company then has on file with the
Securities and Exchange Commission and which is available for use by Holder
in connection with the offer and sale of Registrable Securities (in which
event the Company shall be deemed to have satisfied its registration
obligation under this Section 1.1), will cause to be filed with the
Securities and Exchange Commission (the "SEC") as soon as reasonably
practicable (but no later than 30 days) after receiving the Registration
Notice a new registration statement and related prospectus pursuant to Rule
415 (or any successor provision) under the Securities Act of 1933, as
amended (the "Act") (a "New Registration Statement"), that complies as to
form in all material respects with applicable SEC rules providing for the
offer and sale by Holder of the Registrable Securities, and agrees (subject
to Section 1.2 hereof) to use its best efforts to cause such New
Registration Statement to be declared effective by the SEC as soon as
practicable. (As used herein, "Registration Statement" and "Prospectus"
refer to the Shelf Registration Statement and related prospectus (including
any preliminary prospectus and any supplement of any prospectus filed
pursuant to Rule 424 or Rule 430A) or the New Registration Statement and
related prospectus (including any preliminary prospectus and any supplement
of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is
utilized by the Company to satisfy Holder's Registration Rights pursuant to
this Section 1, including in each case any documents incorporated therein
by reference). Holder agrees to provide in a timely manner information
regarding the proposed distribution by Holder of the Registrable Securities
and such other information reasonably requested by the Company in
connection with the preparation of and for inclusion in the Registration
Statement. The Company agrees (subject to Section 1.2 hereof) to use its
best efforts to keep the Registration Statement effective (including the
preparation and filing of any amendments and supplements necessary for that
purpose) until the earlier of (i) the date on which Holder consummates the
sale of all of the Registrable Securities registered under the Registration
Statement, or (ii) the date on which all of the Registrable Securities are
eligible for sale by Holder pursuant to Rule 144(k) (or any successor
provision) or in a single transaction pursuant to Rule 144(e) (or any
successor provision) under the Securities Act of 1933, as amended (the
"Act") provided that Rule 144 is then available for offers and sales of the
Registrable Securities by Holder. The Company agrees to provide to Holder
a reasonable number of copies of the final Prospectus and any amendments or
supplements thereto.
1.1(b) OFFERS AND SALES. All offers and sales by Holder
under the Registration Statement referred to in this Section 1.1 shall be
completed within the period during which the Registration Statement is
required to remain effective pursuant to Section 1.1(a), and upon
expiration of such period Holder will not offer or sell any Registrable
Securities under the Registration Statement. If directed by the Company,
Holder will return all undistributed copies of the Prospectus in its
possession upon the expiration of such period.
1.1(c) LIMITATIONS ON REGISTRATION RIGHTS. Each
exercise of a Registration Right shall be with respect to a minimum of the
lesser of (i) Fifty Thousand (50,000) Common Shares or (ii) the total
number of Redemption Shares held by Holder at such time plus the number of
Redemption Shares that may be issued upon redemption of Units then held by
Holder. The right of Holder to deliver a Registration Notice commences
upon the date a Holder is permitted to redeem Units pursuant to the
Partnership Agreement. The right of Holder to deliver a Registration
Notice shall expire on the date on which all of the Redemption Shares held
by Holder or issuable upon redemption of Units held by Holder are eligible
for sale pursuant to Rule 144(k) (or any successor provision). The
Registration Rights granted pursuant to this Section 1.1 may not be
exercised in connection with any underwritten public offering by the
Company or by Holder without the prior written consent of the Company.
1.2 SUSPENSION OF OFFERING. Upon receipt of notice from the
Company, either before or after a Holder has delivered a Registration
Notice, that a negotiation or consummation of a transaction by the Company
or its subsidiaries is pending or an event has occurred, which negotiation,
consummation or event would require additional disclosure by the Company in
the Registration Statement of material information which the Company has a
bona fide business purpose for keeping confidential and the nondisclosure
of which in the Registration Statement would, in the reasonable opinion of
counsel to the Company, cause the Registration Statement to fail to comply
with applicable disclosure requirements (a "Materiality Notice"), Holder
agrees that it will immediately discontinue offers and sales of the
Registrable Securities under the Registration Statement until Holder
receives copies of a supplemented or amended Prospectus that corrects the
misstatement(s) or omission(s) referred to above; provided, that the
Company may require the Holder to suspend such offers and sales for such
reason for no more than sixty (60) days after delivery of the Materiality
Notice at any one time (the "Suspension Period"). If so directed by the
Company, Holder will deliver to the Company all copies of the Prospectus
covering the Registrable Securities current at the time of receipt of such
notice. The Company shall take all actions necessary (including the
preparation of any amendment to the Registration Statement or supplement to
the Prospectus such that immediately following the earlier of (i) the
public disclosure of the information giving rise to such Materiality Notice
or (ii) the end of the Suspension Period, the Registration Statement is
available for offers and sales of the Registrable Securities.
1.3 EXPENSES. The Company shall pay all expenses incident to
the performance by it of its registration obligations under this Section 1,
including (i) all stock exchange, SEC and state securities registration,
listing and filing fees, (ii) all expenses incurred in connection with the
preparation, printing and distributing of the Registration Statement and
Prospectus, and (iii) fees and disbursements of counsel for the Company and
of the independent public accountants of the Company. Holder shall be
responsible for the payment of any brokerage and sales commissions, fees
and disbursements of Holder's counsel, and any transfer taxes relating to
the sale or disposition of the Registrable Securities by Holder.
1.4 QUALIFICATION. The Company agrees to use its best
efforts to register or qualify the Registrable Securities by the time the
applicable Registration Statement is declared effective by the SEC under
all applicable state securities or "blue sky" laws of such jurisdictions as
Holder shall reasonably request in writing, to keep each such registration
or qualification effective during the period such Registration Statement is
required to be kept effective or during the period offers or sales are
being made by Holder after delivery of a Registration Notice to the
Company, whichever is shorter, and to do any and all other acts and things
which may be reasonably necessary or advisable to enable Holder to
consummate the disposition in each such jurisdiction of the Registrable
Securities owned by Holder; provided, however, that the Company shall not
be required to (x) qualify generally to do business in any jurisdiction or
to register as a broker or dealer in such jurisdiction where it would not
otherwise be required to qualify but for this Section 1.1, (y) subject
itself to taxation in any such jurisdiction, or (z) submit to the general
service of process in any such jurisdiction.
2. INDEMNIFICATION; PARTNERSHIP
2.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless each Holder and each person, if any, who
controls any Holder within the meaning of Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as follows:
(a) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment thereto) pursuant to which
the Registrable Securities were registered under the Act, including all
documents incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out of
or based upon any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (or any amendment or supplement
thereto), including all documents incorporated therein by reference, or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or any violation by the Company
of the Act, the Exchange Act or any state securities laws applicable to the
Company and relating to any action or inaction required of the Company in
connection with the registration or qualification of the Registrable
Securities.
(b) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company which shall not be unreasonably withheld
or delayed or otherwise in accordance with Section 2.3; and
(c) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, in each case whether or not a party, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense
is not paid under subparagraph (a) or (b) above;
PROVIDED, HOWEVER, that the indemnity provided pursuant to this Section 2.1
does not apply to any Holder with respect to any loss, liability, claim,
damage or expense to the extent arising out of (i) any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and
in conformity with written information furnished to the Company by such
Holder expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto), or
(ii) such Holder's failure to deliver an amended or supplemented Prospectus
if such loss, liability, claim, damage or expense would not have arisen had
such delivery occurred and the Company had previously provided to the
Holder such amended or supplemental Prospectus for use in connection with
the offer and sale of the Registrable Securities.
2.2 INDEMNIFICATION BY HOLDER. Holder (and each permitted
assignee of Holder, on a several basis) agrees to indemnify and hold
harmless the Company, and each of its directors and officers (including
each director and officer of the Company who signed a Registration
Statement), and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, as follows:
(a) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment thereto) pursuant to which
the Registrable Securities were registered under the Securities Act,
including all documents incorporated therein by reference, or the omission
or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or
arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus (or any amendment
or supplement thereto, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(b) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of Holder which shall not be unreasonably withheld or
delayed or otherwise in accordance with Section 2.3; and
(c) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, in each case whether or not a party, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense
is not paid under subparagraph (a) or (b) above;
PROVIDED, HOWEVER, that the indemnity provided pursuant to this Section 2.1
shall only apply with respect to any loss, liability, claim, damage or
expense to the extent arising out of (i) any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by Holder
expressly for use in the Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto), or (ii)
Holder's failure to deliver an amended or supplemental Prospectus if such
loss, liability, claim, damage or expense would not have arisen had such
delivery occurred and the Company had previously provided to the Holder
such amended or supplemented Prospectus for use in connection with the
offer and sale of the Registrable Securities. Notwithstanding the
provisions of this Section 2.2, Holder and any permitted assignee shall not
be required to indemnify the Company, its officers, directors or control
persons with respect to any aggregate amount in excess of the amount of the
total proceeds received by Holder or such permitted assignee, as the case
may be, from sales of the Registrable Securities of Holder giving rise to
such indemnification obligation, and no Holder shall be liable under this
Section 2.2 for any statements or omissions of any other Holder.
2.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. The indemnified
party shall give reasonably prompt notice to the indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may
be sought hereunder, but failure to so notify the indemnifying party (i)
shall not relieve it from any liability which it may have under the
indemnity agreement provided in Section 2.1 or 2.2 above, unless and to the
extent it did not otherwise learn of such action and the lack of notice by
the indemnified party results in the forfeiture by the indemnifying party
of substantial rights and defenses, and (ii) shall not, in any event,
relieve the indemnifying party from any obligations to the indemnified
party other than the indemnification obligation provided under Section 2.1
or 2.2 above. If the indemnifying party so elects within a reasonable time
after receipt of such notice, the indemnifying party may assume the defense
of such action or proceeding at such indemnifying party's own expense with
counsel chosen by the indemnifying party and approved by the indemnified
party, which approval shall not be unreasonably withheld; provided,
however, that the indemnifying party will not settle any such action or
proceeding without the written consent of the indemnified party which shall
not be unreasonably withheld or delayed unless, as a condition to such
settlement, the indemnifying party secures the unconditional release of the
indemnified party; and provided further, that if the indemnified party
reasonably determines that a conflict of interest exists where it is
advisable for the indemnified party to be represented by separate counsel
or that, upon advice of counsel, there may be legal defenses available to
it which are different from or in addition to those available to the
indemnifying party, then the indemnifying party shall not be entitled to
assume such defense and the indemnified party shall be entitled to separate
counsel at the indemnifying party's expense. If the indemnifying party is
not entitled to assume the defense of such action or proceeding as a result
of the proviso to the preceding sentence, the indemnifying party's counsel
shall be entitled to conduct the indemnifying party's defense and counsel
for the indemnified party shall be entitled to conduct the defense of the
indemnified party, it being understood that both such counsel will
cooperate with each other to conduct the defense of such action or
proceeding as efficiently as possible. If the indemnifying party is not so
entitled to assume the defense of such action or does not assume such
defense, after having received the notice referred to in the first sentence
of this paragraph, the indemnifying party will pay the reasonable fees and
expenses of counsel for the indemnified party. In such event, however, the
indemnifying party will not be liable for any settlement effected without
the written consent of the indemnifying party which shall not be
unreasonably withheld or delayed. If an indemnifying party is entitled to
assume, and assumes, the defense of such action or proceeding in accordance
with this paragraph, the indemnifying party shall not be liable for any
fees and expenses of counsel for the indemnified party incurred thereafter
in connection with such action or proceeding.
2.4 CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for
in this Section 2 is for any reason held to be unenforceable by the
indemnified party although applicable in accordance with its terms or is
otherwise unavailable to the indemnified party, the Company and Holder
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by
the Company and Holder, (i) in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and Holder on the other,
in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative fault of but
also the relative benefits to the Company on the one hand and Holder on the
other, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits to the
indemnifying party and indemnified party shall be determined by reference
to, among other things, the total proceeds received by the indemnifying
party and indemnified party in connection with the offering to which such
losses, claims, damages, liabilities or expenses relate. The relative
fault of the indemnifying party and indemnified party shall be determined
by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, has been made by, or
relates to information supplied by, the indemnifying party or the
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.
The parties hereto agree that it would not be just or equitable
if contribution pursuant to this Section 2.4 were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 2.4, Holder
shall not be required to contribute any amount in excess of the amount of
the total proceeds received by Holder from sales of the Registrable
Securities, giving rise to such contribution obligation.
Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 2.4,
each person, if any, who controls Holder within the meaning of Section 15
of the Act shall have the same rights to contribution as Holder, and each
director of the Company, each officer of the Company who signed a
Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act shall have the same
rights to contribution as the Company.
SECTION 3. RULE 144 COMPLIANCE
The Company covenants that it will use its best efforts to
timely file the reports required to be filed by the Company under the
Securities Act and the Securities Exchange Act of 1934, as amended, so as
to enable each Holder to sell Registrable Securities pursuant to Rule 144
under the Securities Act. In connection with any sale, transfer or other
disposition by Holder of any Registrable Securities pursuant to Rule 144
under the Securities Act, the Company shall cooperate with Holder to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any Securities Act
legend, and enable certificates for such Registrable Securities to be for
such number of shares and registered in such names as Holder may reasonably
request at least ten (10) business days prior to any sale of Registrable
Securities hereunder.
SECTION 4. MISCELLANEOUS
4.1 INTEGRATION; AMENDMENT. This Agreement constitutes the
entire agreement among the parties hereto with respect to the matters set
forth herein and supersedes and renders of no force and effect all prior
oral or written agreements, commitments and understandings among the
parties with respect to the matters set forth herein. Except as otherwise
expressly provided in this Agreement, no amendment, modification or
discharge of this Agreement shall be valid or binding unless set forth in
writing and duly executed by the Company and Holder.
4.2 WAIVERS. No waiver by a party hereto shall be effective
unless made in a written instrument duly executed by the party against whom
such waiver is sought to be enforced, and only to the extent set forth in
such instrument. Neither the waiver by any of the parties hereto of a
breach or a default under any of the provisions of this Agreement, nor the
failure of any of the parties, on one or more occasions, to enforce any of
the provisions of this Agreement or to exercise any right or privilege
hereunder shall thereafter be construed as a waiver of any subsequent
breach or default of a similar nature, or as a waiver of any such
provisions, rights or privileges hereunder.
4.3 ASSIGNMENT; SUCCESSORS AND ASSIGNS. This Agreement and
the rights granted hereunder may not be assigned by Holder without the
written consent of the Company; provided, however, that Holder may assign
in part or in whole its rights and obligations hereunder, following at
least ten (10) days prior written notice to the Company, (i) to Holder's
direct or indirect partners or beneficiaries in connection with a
distribution of the Rights to its direct or indirect partners or
beneficiaries or to executives or employees, provided such proposed
assignees are then Accredited Investors as such term is defined in
Regulation D under the Securities Act, (ii) to a permitted transferee in
connection with a transfer of the Units in accordance with the terms of the
Partnership Agreement, and (iii) to a third party in connection with a
transfer of Units as security for or in satisfaction of obligations of any
partner of Holder, if in the case of (i), (ii) and (iii) above, such
persons or such third party agree in writing to be bound by all of the
provisions hereof. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of all of the parties
hereto.
4.4 BURDEN AND BENEFIT. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
executors, personal and legal representatives, successors and, subject to
Section 4.3 above, assigns.
4.5 NOTICES. All notices called for under this Agreement
shall be in writing and shall be deemed given upon receipt if delivered
personally or by facsimile transmission and followed promptly by mail, or
mailed by registered or certified mail (return receipt requested), postage
prepaid, to the parties at the addresses set forth opposite their names in
Schedule A hereto, or to any other address or addressee as any party
entitled to receive notice under this Agreement shall designate, from time
to time, to others in the manner provided in this Section 4.5 for the
service of notices; provided, however, that notices of a change of address
shall be effective only upon receipt thereof. Any notice delivered to the
party hereto to whom it is addressed shall be deemed to have been given and
received on the day it was received; provided, however, that if such day is
not a business day then the notice shall be deemed to have been given and
received on the business day next following such day. Any notice sent by
facsimile transmission shall be deemed to have been given and received on
the business day next following the transmission.
4.6 SPECIFIC PERFORMANCE. The parties hereto acknowledge
that the obligations undertaken by them hereunder are unique and that there
would be no adequate remedy at law if any party fails to perform any of its
obligations hereunder, and accordingly agree that each party, in addition
to any other remedy to which it may be entitled at law or in equity, shall
be entitled to (i) compel specific performance of the obligations,
covenants and agreements of any other party under this Agreement in
accordance with the terms and conditions of this Agreement and (ii) obtain
preliminary injunctive relief to secure specific performance and to prevent
a breach or contemplated breach of this Agreement in any court of the
United States or any State thereof having jurisdiction.
4.7 GOVERNING LAW. This Agreement, the rights and
obligations of the parties hereto, and any claims or disputes relating
thereto, shall be governed by and construed in accordance with the laws of
the State of New York, but not including the choice of law rules thereof.
4.8 HEADINGS. Section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any
way define or affect the meaning, construction or scope of any of the
provisions hereof.
4.9 PRONOUNS. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular or plural,
as the identity of the person or entity may require.
4.10 EXECUTION IN COUNTERPARTS. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required. It
shall not be necessary that the signature of or on behalf of each party
appears on each counterpart, but it shall be sufficient that the signature
of or on behalf of each party appears on one or more of the counterparts.
All counterparts shall collectively constitute a single agreement. It
shall not be necessary in any proof of this Agreement to produce or account
for more than a number of counterparts containing the respective signatures
of or on behalf of all of the Parties.
4.11 SEVERABILITY. If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the
limit of validity prescribed by law, then the obligation to be fulfilled
shall be reduced to the limit of such validity; and if any clause or
provision contained in this Agreement operates or would operate to
invalidate this Agreement, in whole or in part, then such clause or
provision only shall be held ineffective, as though not herein contained,
and the remainder of this Agreement shall remain operative and in full
force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date first
hereinabove set forth.
COMPANY:
LaSalle Hotel Properties
Address: By: /s/ XXX X. XXXXX
000 Xxxx 00xx Xxxxxx Xxx X. Xxxxx
New York, New York 10017 President
HOLDERS:
SRP Seaview, L.P.
By: SRA Investment Property XX XX, Inc.
its general partner
Address:
000 Xxxxxxx Xxxxxx /s/ XXXXXX XXXXXXX
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx
RAD Bloom, L.P.
By: SRA GP, LLC,
its general partner
Address:
000 Xxxxxxx Xxxxxx /s/ XXXXXX XXXXXXX
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx
Dallas Mer Hotel, L.P.
By: SRA Investment Property XX XX, Inc.
its general partner
Address:
000 Xxxxxxx Xxxxxx /s/ XXXXXX XXXXXXX
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx
New Orleans Hospitality, L.P.
By: SRA Investment Property XX XX, Inc.
its general partner
Address:
000 Xxxxxxx Xxxxxx /s/ XXXXXX XXXXXXX
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx
Key West Property, L.P.
By: SRA Investment Property XX XX, Inc.
its general partner
Address:
000 Xxxxxxx Xxxxxx /s/ XXXXXX XXXXXXX
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx
NEB Hotel, L.P.
By: SRA Investment Property XX XX, Inc.
its general partner
Address:
000 Xxxxxxx Xxxxxx /s/ XXXXXX XXXXXXX
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx
