EXHIBIT 10.19.1
(MULTICURRENCY -- CROSS BORDER)
ISDA(R)
INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.
MASTER AGREEMENT
dated as of September 2, 2004
SMBC DERIVATIVE PRODUCTS LIMITED AND ASHFORD AUSTIN LP, ASHFORD BLOOMINGTON
("PARTY A") LP, ASHFORD BUENA VISTA LP, ASHFORD
BUFORD I LP, ASHFORD BUFORD II LP,
ASHFORD COLUMBUS LP,.ASHFORD DALLAS LP,
ASHFORD DAYTON LP, ASHFORD DULLES LP,
ASHFORD EVANSVILLE I LP, ASHFORD
EVANSVILLE II LP, ASHFORD EVANSVILLE
III LP, ASHFORD FLAGSTAFF LP, ASHFORD
HOLTSVILLE LP, ASHFORD HORSE CAVE LP,
ASHFORD JACKSONVILLE II LP, ASHFORD LAS
VEGAS LP, ASHFORD LOUISVILLE LP,
ASHFORD MOBILE LP, ASHFORD PHOENIX LP,
ASHFORD PRINCETON LP, ASHFORD SYRACUSE
LP, ASHFORD TERRE HAUTE LP, ASHFORD
TIPTON LAKES LP AND ASHFORD BUCKS
COUNTY LLC
(INDIVIDUALLY AND COLLECTIVELY, "PARTY B")
have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.
Accordingly, the parties agree as follows: --
1. INTERPRETATION
(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.
(b) INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.
(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.
2. OBLIGATIONS
(a) GENERAL CONDITIONS.
(i) Each party will make each payment or delivery specified in each
Confirmation to be made by it, subject to the other provisions of this
Agreement.
(ii) Payments under this Agreement will be made on the due date for value
on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds and in the manner customary for payments in the
required currency. Where settlement is by delivery (that is, other than by
payment), such delivery will be made for receipt on the due date in the
manner customary for the relevant obligation unless otherwise specified in
the relevant Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is subject to
(1) the condition precedent that no Event of Default or Potential Event of
Default with respect to the other party has occurred and is continuing,
(2) the condition precedent that no Early Termination Date in respect of
the relevant Transaction has occurred or been effectively designated and
(3) each other applicable condition precedent specified in this Agreement.
Copyright (C) 1992 by International Swap Dealers Association, Inc.
value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.
IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.
PARTY A PARTY B
SMBC DERIVATIVE PRODUCTS LIMITED ASHFORD AUSTIN LP
By: SMBC Capital Markets, Inc. By: Ashford Senior General Partner LLC
Its: Agent Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
By: /s/ KENICHI MOROOKA
Name: Kenichi Morooka ASHFORD BLOOMINGTON LP
Title: Managing Director
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD BUENA VISTA LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ISDA(R) 1992
18
ASHFORD BUFORD I LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD BUFORD II LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD COLUMBUS LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD DALLAS LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ISDA(R) 1992
18-1
ASHFORD DAYTON LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD DULLES LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD EVANSVILLE I LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD EVANSVILLE II LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ISDA(R) 1992
18-2
ASHFORD EVANSVILLE III LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD FLAGSTAFF LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD HOLTSVILLE LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD HORSE CAVE LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ISDA(R) 1992
18-3
ASHFORD JACKSONVILLE II LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD LAS VEGAS LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD LOUISVILLE LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD MOBILE LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ISDA(R) 1992
18-4
ASHFORD PHOENIX LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD PRINCETON LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD SYRACUSE LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD TERRE HAUTE LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ASHFORD TIPTON LAKES LP
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ISDA(R) 1992
18-5
ASHFORD BUCKS COUNTY LLC
By: Ashford Senior General Partner LLC
Its: General Partner
By: /s/ DAVID A. BROOKS
Name: David A. Brooks
Title: Vice President
ISDA(R) 1992
18-6