PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated as of December 11, 1998, (the "Pledge
Agreement") among Xxxxxx Financial Corporation, a Pennsylvania corporation
("Xxxxxx"), Xxxxxx Brothers Holdings Inc., a Delaware corporation, as collateral
agent (the "Collateral Agent") on behalf of Xxxxxx, Lodgian, Inc., a Georgia
corporation ("Lodgian"), as owner of all of the outstanding capital stock of the
entities listed on Schedule A, Servico, Inc., a Florida corporation ("Servico"),
as owner of all of the outstanding capital stock of the entities listed on
Schedule B, Servico Operations Corporation, a Florida corporation ("Servico
Operations"), as owner of all of the capital stock of the entities listed on
Schedule C, Xxxxxx Motel Enterprises, Inc., a Pennsylvania corporation
("Xxxxxx"), as owner of all of the outstanding capital stock of the entities
listed on Schedule D, KDS Corporation, a Nevada corporation ("KDS"), as owner of
all of the outstanding capital stock of the entities listed on Schedule E, AMIOP
Acquisition Corp, a Delaware corporation ("AMIOP"), as owner of all of the
limited partnership interests in the entities listed on Schedule F, Servico
Acquisition Corp., a Florida corporation ("Servico Acquisition"), as owner of
all of the general partnership interests in the entities listed on Schedule G,
and Palm Beach Motel Enterprises, Inc., a Florida corporation ("Palm Beach"), as
owner of all of the general partnership interests in the entities listed on
Schedule H (Lodgian, Servico, Servico Operations, Xxxxxx, KDS, AMIOP Servico
Acquisition and Palm Beach, each a "Pledgor" and collectively, the "Pledgors").
INTRODUCTORY STATEMENTS
Reference is made to the Loan Agreement (the "Loan Agreement"), dated as of
December __, 1998, among Xxxxxx and the entities listed on Schedule I hereto
(the "Borrowers"), direct or indirect subsidiaries of the Pledgors.
Each Pledgor is the sole shareholder or a partner in each of the entities
corresponding to its name on each of Schedules X, X, X, X, X, X, X and H, which
such entities are the direct or indirect parents of the Borrowers. To secure the
obligations of the Borrowers under the Loan Agreement, the Pledgors have entered
into the Guaranty (the "Guaranty"), dated as of December __, 1998, by the
Pledgors in favor of Xxxxxx. To secure the obligations of the Pledgors under the
Guaranty (the "Pledgor Obligations"), the each Pledgor has agreed to pledge all
of its interest as sole shareholder or a partner in each of the entities listed
on Schedules X, X, X, X, X, X, X and H (each a "Company" and together, the
"Companies") to the Collateral Agent on behalf of Xxxxxx, all such interest
represented by the stock certificates (or by the percentage ownership of the
partnerships) listed on attached Schedules X, X, X, X, X, X, X and H (the
"Pledged Shares").
In consideration of the premises and of the agreements herein contained,
each Pledgor, Xxxxxx and the Collateral Agent agree as follows:
Section 1. Definitions. Capitalized terms used but not otherwise defined in
this Pledge Agreement shall have the meanings specified therefor in the Loan
Agreement, or if not
defined therein, as defined in the Guaranty.
"Lien" means, as applied to the property or assets (or the income or
profits therefrom) of any Person, in each case whether the same is consensual or
nonconsensual or arises by contract, operation of law, legal process or
otherwise: (a) any mortgage, lien, pledge, attachment, charge, lease,
conditional sale or other title retention agreement, or other security interest
or encumbrance of any kind or (b) any arrangement, express or implied, under
which such property or assets are transferred, sequestered or otherwise
identified for the purpose of subjecting or making available the same for the
payment of debt or performance of any other obligation in priority to the
payment of the general, unsecured creditors of such Person.
Section 2. Pledge of Stock and Grant of Security Interest. As security for
the full and complete performance of all of the Pledgor Obligations, each
Pledgor hereby delivers, pledges and assigns to the Collateral Agent on behalf
of Xxxxxx, and grants in favor of the Collateral Agent on behalf of Xxxxxx, a
first priority security interest in all of such Pledgor's right, title and
interest in and to the Pledged Shares of the Companies of which it is an owner
together with all of such Pledgor's rights and privileges with respect thereto,
all proceeds, income and profits thereof and all property received in exchange
thereof or in substitution therefor (the "Collateral").
Section 3. Stock Dividends, Options, or Other Adjustments. Until the date
on which all amounts owing under the Loan Agreement shall have been indefeasibly
paid in full (the "Expiration Date"), each Pledgor, shall deliver, as
Collateral, to the Collateral Agent, any and all additional shares of stock or
partnership interests or any other property of any kind distributable on or by
reason of the Collateral, whether in the form of or by way of stock dividends,
warrants, total or partial liquidation, conversion, prepayments, redemptions or
otherwise, with the sole exception of cash dividends, cash interest payments or
distributions to partners, as the case may be. If any additional shares of
capital stock, partnership interest, instruments, or other property, a security
interest in which can only be perfected by possession by the Collateral Agent,
which are distributable on or by reason of the Collateral pledged hereunder,
shall come into the possession or control of any Pledgor, such Pledgor shall
forthwith transfer and deliver such property to the Collateral Agent, as
Collateral hereunder.
Section 4. Delivery of Share Certificates; Stock Powers; Financing
Statements.
(a) Simultaneously with the delivery of this Pledge Agreement, each Pledgor
is delivering to the Collateral Agent all instruments and stock certificates
(and certificated partnership interests, if any) representing the Collateral,
together with stock powers or other instruments of transfer duly executed in
blank by such Pledgor. Each Pledgor shall promptly deliver to the Collateral
Agent, or cause Borrowers or any other entity issuing the Collateral to deliver
directly to the Collateral Agent, share certificates (and certificated
partnership interests, if any) or other instruments representing any Collateral
acquired or received after the date of this Pledge Agreement with a stock or
bond power or other instrument of transfer duly executed by such Pledgor. If at
any time either the Collateral Agent or Xxxxxx notifies any Pledgor that it
requires additional stock powers or other instrument of transfer endorsed in
blank, such Pledgor shall promptly execute in blank and deliver the requested
power or other instruments of transfer to the requesting party.
(b) AMIOP, Servico Acquisition, Palm Beach and any other Pledgor that is
the owner of an uncertificated interest in a partnership that is a Company (a
"Partnership Pledgor") shall have recorded and filed, at its expense, any
financing statement, with respect to the Collateral to be pledged to the
Collateral Agent on behalf of Xxxxxx, meeting the requirements of applicable
state law in such manner in such jurisdictions as are necessary to perfect the
pledge of the Collateral to the Collateral Agent on behalf of Xxxxxx, and shall
deliver a file-stamped copy of such financing statements or other evidence of
such filings to the Collateral Agent and Xxxxxx. From time to time thereafter,
each Partnership Pledgor shall execute and file such financing statements and
cause to be filed such continuation statements all in such manner and in such
places as may be required by law to fully preserve, maintain and protect the
interest of the Collateral Agent on behalf of Xxxxxx. Each Partnership Pledgor
shall deliver (or cause to be delivered) to the Collateral Agent on behalf of
Xxxxxx and to Xxxxxx, file stamped copies of, or filing receipts for any
document filed in accordance with this Section 4(b), as soon as available
following such filing. In the event the Partnership Pledgor fails to perform its
obligations under this Section 4(b), Collateral Agent or Xxxxxx may do so at the
expense of such Partnership Pledgor.
(c) Collateral Agent or Xxxxxx, upon notice to the applicable Partnership
Pledgor, is authorized to file financing statements signed only by Collateral
Agent or Xxxxxx with respect to this Pledge Agreement in accordance with the
Uniform Commercial Code or signed by Collateral Agent or Xxxxxx as
attorney-in-fact for such Partnership Pledgor in each jurisdiction where such
Partnership Pledgor's principal place of business or chief executive office is
or may from time to time be located. Collateral Agent or Xxxxxx as applicable
shall send such Partnership Pledgor copies of all financing statements covering
the Collateral which are filed by Collateral Agent or Xxxxxx without such
Partnership Pledgor's signature.
(d) Upon the closing of SHG-S Sub, Inc.'s merger into Servico, Inc.,
Lodgian shall forthwith deliver to the Collateral Agent, a stock certificate or
stock certificates representing all issued and outstanding shares of Servico,
Inc. together with a stock power, duly executed in blank, as Pledged Shares.
Section 5. Power of Attorney. Each Pledgor hereby constitutes and
irrevocably appoints the Collateral Agent and Xxxxxx, or either one acting
alone, with full power of substitution and revocation, as each Pledgor's true
and lawful attorney-in-fact, with the power, after the occurrence and
continuation of an "Event of Default" under and as defined in the Loan
Agreement, to the full extent permitted by law, to affix to any certificates and
documents representing the Collateral the stock or bond powers or other
instruments of transfer delivered with respect thereto, and to transfer or cause
the transfer of the Collateral, or any part thereof, on the books of the
Borrowers or other entity issuing such Collateral, to the name of the Collateral
Agent or Xxxxxx or any nominee, and thereafter to exercise with respect to such
Collateral, all the rights, powers and remedies of an owner. The power of
attorney granted pursuant to this Pledge Agreement and all authority hereby
conferred are granted and conferred solely to protect Xxxxxx'x interest in the
Collateral and shall not impose any duty upon the Collateral Agent or Xxxxxx to
exercise any power. This power of attorney shall be irrevocable as one coupled
with an interest until the Expiration Date.
Section 6. Inducing Representations of the Pledgor. Each Pledgor represents
and warrants to Xxxxxx that:
(a) The Pledged Shares are validly issued, fully paid for and
nonassessable.
(b) The Pledged Shares represent all of the issued and outstanding capital
stock (or the percentage ownership of the partnerships) of the Companies.
(c) The Pledgor is the sole legal and beneficial owner of, and has good and
marketable title to, the Pledged Shares listed on the schedules hereto
corresponding to its name, free and clear of all pledges, liens, security
interests and other encumbrances other than the security interest created by
this Pledge Agreement, and the Pledgor has the unqualified right and authority
to execute and perform this Pledge Agreement.
(d) No options, warrants or other agreements with respect to the Collateral
are outstanding.
(e) Any consent, approval or authorization of or designation or filing with
any authority (including, but not limited to, the consent, approval or
authorization of the general partner of each partnership and any third parties)
on the part of the Pledgor which is required in connection with the pledge and
security interest granted under this Pledge Agreement has been obtained or
effected.
(f) Neither the execution and delivery of this Pledge Agreement by the
Pledgor, the consummation of the transaction contemplated hereby nor the
satisfaction of the terms and conditions of this Pledge Agreement:
(i) conflicts with or results in any breach or violation of any
provision of the articles of incorporation or bylaws of the Pledgor or any law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award currently in effect having applicability to the Pledgor or any of its
properties, including regulations issued by an administrative agency or other
governmental authority having supervisory powers over the Pledgor;
(ii) except as set forth on Schedule J, conflicts with, constitutes a
default (or an event which with the giving of notice or the passage of time, or
both, would constitute a default) by the Pledgor under, or a breach of or
contravenes any provision of, the Loan Documents, any loan agreement, mortgage,
indenture or other agreement or instrument to which the Pledgor or any of its
subsidiaries is a party or by which it or any of their properties is or may be
bound or affected; or
(iii) results in or requires the creation of any Lien upon or in
respect of any of the Pledgor's assets except the Lien created by this Pledge
Agreement.
(g) Upon the Pledgor's delivery of the Pledged Shares to the Collateral
Agent (and the filing of the financing statements required by Section 4(b)), the
Collateral Agent, on behalf
of Xxxxxx, will have a valid, perfected first priority Lien on the Collateral,
enforceable as such against all creditors of the Pledgor and against all Persons
purporting to purchase any of the Collateral from the Pledgor.
(h) It has a principal place of business and chief executive office in
Xxxxxx County, Georgia in care of Lodgian, Inc., at the office in Section 21(c).
Section 7. Obligations of the Pledgors. Each Pledgor further represents,
warrants and covenants to Xxxxxx that:
(a) The Pledgor will not sell, transfer or convey any interest in, or
suffer or permit any Lien or encumbrance to be created upon or with respect to,
any of the Collateral (other than as created under this Pledge Agreement) during
the term of this Pledge Agreement.
(b) The Pledgor will, at its own expense, at any time and from time to time
at the request of the Collateral Agent or Xxxxxx, do, make, procure, execute and
deliver all acts, things, writings, assurances and other documents as may be
proposed by the Collateral Agent or Xxxxxx to preserve, establish, demonstrate
or enforce the Collateral Agent's rights, interests and remedies as created by,
provided in, or emanating from this Pledge Agreement.
(c) The Pledgor will not take any action which would cause the Companies to
issue any other capital stock (or partnership interests), without the prior
written consent of Xxxxxx. Any such issuance shall be subject to this Pledge
Agreement.
(d) The Pledgor will not consent to any amendment to the articles of
incorporation or partnership agreement of any Company without the prior written
consent of Xxxxxx.
Section 8. Dividends. The Pledgor agrees that it shall not cause any
Company to declare or make payment of (i) any dividend or other distribution on
any shares of its capital stock or partnership interest, or (ii) any payment on
account of the purchase, redemption, retirement or acquisition of any option,
warrant or other right to acquire shares of its capital stock or partnership
interest, unless (in each case) at the time of such declaration or payment (and
after giving effect thereto) no amount payable by any Borrower under any Loan
Document is then due and owing but unpaid.
Section 9. Voting Proxy. Each Pledgor hereby grants to the Collateral Agent
an irrevocable proxy to vote upon and after the occurrence and during the
continuation of an Event of Default, the Pledged Shares and any other Collateral
with respect to any and all matters which proxy shall continue until the
Expiration Date. The Collateral Agent agrees that it shall not exercise such
proxy until the occurrence of an Event of Default. The Pledgor represents and
warrants that it has directed the Companies to reflect the Collateral Agent's
right to vote the Collateral on each Company's books. Upon the request of the
Collateral Agent, each Pledgor shall deliver to the Collateral Agent such
further evidence of such irrevocable proxy or such further irrevocable proxy to
vote the Pledged Shares and the other Collateral as the Collateral Agent may
request.
Section 10. Rights of the Collateral Agent and Xxxxxx. At any time and
without notice, Xxxxxx may, upon providing the Collateral Agent with the full
amount necessary to carry out such direction, direct the Collateral Agent to
discharge any taxes, liens, security interests or other encumbrances levied or
placed on the Collateral, pay for the maintenance and preservation of the
Collateral, or pay for insurance on the Collateral; the amount of such payments,
plus any and all fees, costs and expenses of the Collateral Agent and Xxxxxx
(including attorneys' fees and disbursements) in connection therewith, shall, at
the option of the Collateral Agent or Xxxxxx, as appropriate, be reimbursed by
the Pledgors on demand, with interest thereon from the date paid at the Default
Rate.
Section 11. Remedies Upon Event of Default under the Loan Agreement.
(a) Upon the occurrence of an "Event of Default" under and as defined in
the Loan Agreement, Xxxxxx may, directly or through the Collateral Agent,
without notice to any Pledgor,
(i) cause the Collateral to be transferred to the Collateral Agent's
name or Xxxxxx'x name or in the name of nominees of either and thereafter
exercise as to such Collateral all of the rights, powers and remedies of an
owner;
(ii) collect by legal proceedings or otherwise all dividends,
interest, principal payments, capital distributions and other sums now or
hereafter payable on account of the Collateral, and hold all such sums as part
of the Collateral, or apply such sums to the payment of the Pledgor Obligations
in such manner and order as Xxxxxx may decide, in its sole discretion; or
(iii) enter into any extension, subordination, reorganization,
deposit, merger, or consolidation agreement, or any other agreement relating to
or affecting the Collateral, and in connection therewith deposit or surrender
control of the Collateral thereunder, and accept other property in exchange
therefor and hold and apply such property or money so received in accordance
with the provisions hereof.
(b) In addition to all the rights and remedies of a secured party under the
Uniform Commercial Code, Xxxxxx shall have the right, and without demand of
performance or other demand, advertisement or notice of any kind, except as
specified below, to or upon any Pledgor or any other person (all and each of
which demands, advertisements and/or notices are hereby expressly waived to the
extent permitted by law), to proceed forthwith, or direct the Collateral Agent
to proceed forthwith, to collect, receive, appropriate and realize upon the
Collateral, or any part thereof and to proceed forthwith to sell, assign, give
an option or options to purchase, contract to sell, or otherwise dispose of and
deliver the Collateral or any part thereof in one or more parcels in accordance
with applicable securities laws and in a manner designed to ensure that such
sale will not result in a distribution of the Pledged Shares in violation of
Section 5 of the Securities Act of 1933, as amended (the "Securities Act") and
on such terms (including, without limitation, a requirement that any purchaser
of all or any part of the Collateral shall be required to purchase any
securities constituting the Collateral solely for investment and without any
intention to make a distribution thereof) as Xxxxxx, in its sole and absolute
discretion, deems appropriate without any liability for any loss due to a
decrease in the market value of the Collateral during the period held. If any
notification of
intended disposition of the Collateral is required by law, such notification
shall be deemed reasonable and properly given if mailed to the applicable
Pledgor, postage prepaid, at least five (5) days before any such disposition at
the address indicated in Section 21(b) hereof. Any disposition of the Collateral
or any part thereof may be for cash or on credit or for future delivery without
assumption of any credit risk, with the right of Xxxxxx to purchase all or any
part of the Collateral so sold at any such sale or sales, public or private,
free of any equity or right of redemption in any Pledgor, which right of equity
is, to the extent permitted by applicable law, hereby expressly waived or
released by such Pledgor.
(c) Xxxxxx, in its sole and absolute discretion, may elect to obtain or
cause the Collateral Agent to obtain the advice of any independent nationally
known investment banking firm, which is a member firm of the New York Stock
Exchange, with respect to the method and manner of sale or other disposition of
any of the Collateral, the best price reasonably obtainable therefor, the
consideration of cash and/or credit terms, or any other details concerning such
sale or disposition; costs and expenses of obtaining such advice shall be for
the account of Xxxxxx. Xxxxxx, in its sole and absolute discretion, may elect to
sell or cause the Collateral Agent to sell, the Collateral on any credit terms
which it deems reasonable; the out-of-pocket costs and expenses of such sale
shall be for the account of Xxxxxx. The sale of any of the Collateral on credit
terms shall not relieve any Pledgor of its liability with respect to the Pledgor
Obligations. All payments received by the Collateral Agent, if any, and Xxxxxx
in respect of any sale of the Collateral shall be applied to the Pledgor
Obligations as and when such payments are received.
(d) Each Pledgor recognizes that it may not be feasible to effect a public
sale of all or a part of the Collateral by reason of certain prohibitions
contained in the Securities Act, and that it may be necessary to sell privately
to a restricted group of purchasers who will be obliged to agree, among other
things, to acquire the Collateral for their own account, for investment and not
with a view for the distribution or resale thereof. Each Pledgor agrees that
private sales may be at prices and other terms less favorable to the seller than
if the Collateral were sold at public sale, and that neither the Collateral
Agent nor Xxxxxx has any obligation to delay the sale of any Collateral for the
period of time necessary to permit the registration of the Collateral for public
sale under the Securities Act. Each Pledgor agrees that a private sale or sales
made under the foregoing circumstances shall be deemed to have been made in a
commercially reasonable manner.
(e) If any consent, approval or authorization of any state, municipal or
other governmental department, agency or authority shall be necessary to
effectuate any sale or other disposition of the Collateral, or any partial
disposition of the Collateral, each Pledgor will execute all such applications
and other instruments as may be required in connection with securing any such
consent, approval or authorization, and will otherwise use its best efforts to
secure the same.
(f) Upon any sale or other disposition, the Collateral Agent, acting at the
direction of Xxxxxx, or Xxxxxx shall have the right to deliver, assign and
transfer to the purchaser thereof the Collateral so sold or disposed of. Each
purchaser at any such sale or other disposition (including Xxxxxx) shall hold
the Collateral free from any claim or right of whatever kind, including any
equity or right of redemption of any Pledgor. Each Pledgor specifically waives,
to the extent permitted by applicable law, all rights of redemption, stay or
appraisal which it may have under any rule of law
or statute now existing or hereafter adopted.
(g) Neither the Collateral Agent nor Xxxxxx shall be obligated to make any
sale or other disposition of the Collateral, unless the terms thereof shall be
satisfactory to Xxxxxx. The Collateral Agent or Xxxxxx may, without notice or
publication, adjourn any private or public sale, and, upon five (5) days' prior
notice to the applicable Pledgor, hold such sale at any time or place to which
the same may be so adjourned. In case of any sale of all or any part of the
Collateral on credit or future delivery, the Collateral so sold may be retained
by the Collateral Agent or Xxxxxx until the selling price is paid by the
purchaser thereof, but neither the Collateral Agent nor Xxxxxx shall incur any
liability in case of the failure of such purchaser to take up and pay for the
property so sold and, in case of any such failure, such property may again be
sold as herein provided.
(h) All of the rights and remedies granted to the Collateral Agent and
Xxxxxx, including but not limited to the foregoing, shall be cumulative and not
exclusive and shall be enforceable alternatively, successively or concurrently
as Xxxxxx may xxxx expedient.
Section 12. Limitation on Liability.
(a) Neither the Collateral Agent nor Xxxxxx, nor any of their respective
directors, officers or employees, shall be liable to any Pledgor for any action
taken or omitted to be taken by it or them hereunder, or in connection herewith,
except that the Collateral Agent and Xxxxxx shall each be liable for its own
gross negligence, bad faith or willful misconduct.
(b) The Collateral Agent shall incur no liability to Xxxxxx except for the
Collateral Agent's negligence or willful misconduct in carrying out its duties
hereunder.
(c) The Collateral Agent shall be protected and shall incur no liability to
any party in relying upon the accuracy, acting in reliance upon the contents,
and assuming the genuineness of any notice, demand, certificate, signature,
instrument or other document the Collateral Agent reasonably believes to be
genuine and to have been duly executed by the appropriate signatory, and (absent
actual knowledge to the contrary) the Collateral Agent shall not be required to
make any independent investigation with respect thereto. The Collateral Agent
shall at all times be free independently to establish to its reasonable
satisfaction, but shall have no duty to independently verify, the existence or
nonexistence of facts that are a condition to the exercise or enforcement of any
right or remedy hereunder.
(d) The Collateral Agent may consult with qualified counsel, financial
advisors or accountants and shall not be liable for any action taken or omitted
to be taken by it hereunder in good faith and in accordance with the written
advice of such counsel, financial advisors or accountants.
(e) The Collateral Agent shall not be under any obligation to exercise any
of the rights, powers or duties vested in it by this Pledge Agreement unless it
shall have received reasonable security or indemnity satisfactory to the
Collateral Agent against the costs, expenses and liabilities which it might
incur.
Section 13. Performance of Duties. The Collateral Agent shall have no
duties or responsibilities except those expressly set forth in this Pledge
Agreement, subject to the provisions of this Pledge Agreement or as directed by
Xxxxxx in accordance with this Pledge Agreement.
Section 14. Appointment of and Powers of Collateral Agent. Subject to the
terms and conditions hereof, Xxxxxx appoints Xxxxxx Brothers Holdings Inc. as
its Collateral Agent and Xxxxxx Brothers Holdings Inc. accepts such appointment
and agrees to act as Collateral Agent on behalf of Xxxxxx to maintain custody
and possession of the Collateral and to perform the other duties of the
Collateral Agent in accordance with the provisions of this Pledge Agreement. The
Collateral Agent shall, subject to the other terms and provisions of this Pledge
Agreement, act upon and in compliance with Xxxxxx'x written instructions
delivered pursuant to this Pledge Agreement as promptly as possible following
receipt of such written instructions. Receipt of written instructions shall not
be a condition to the exercise by the Collateral Agent of its express duties
hereunder, unless this Pledge Agreement provides that the Collateral Agent is
permitted to act only following receipt of such written instructions.
Section 15. Successor Collateral Agent.
(a) Merger. Any Person into which the Collateral Agent may be converted or
merged, or with which it may be consolidated, or to which it may sell or
transfer its trust business and assets as a whole or substantially as a whole,
or any Person resulting from any such conversion, merger, consolidation, sale or
transfer to which the Collateral Agent is a party, shall (provided it is
otherwise qualified to serve as the Collateral Agent hereunder) be and become a
successor Collateral Agent hereunder and be vested with all of the title to and
interest in the Collateral and all of the trusts, powers, immunities, privileges
and other matters as was its predecessor without the execution or filing of any
instrument or any further act, deed or conveyance on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
(b) Resignation. The Collateral Agent and any successor Collateral Agent
may resign only (i) with the prior written consent of Xxxxxx (which consent will
not be unreasonably withheld) or (ii) if the Collateral Agent is unable to
perform its duties hereunder as a matter of law as evidenced by an opinion of
counsel acceptable to Xxxxxx. Upon the occurrence of (i) or (ii) above, the
Collateral Agent shall give notice of its resignation by registered or certified
mail to the Pledgors (with a copy to Xxxxxx). Any resignation by the Collateral
Agent shall take effect only upon the date which is the later of (x) the
effective date of the appointment by Xxxxxx of a successor Collateral Agent and
the acceptance in writing by such successor Collateral Agent of such appointment
and (y) the date on which the Collateral is delivered to the successor
Collateral Agent. Notwithstanding the preceding sentence, if by the contemplated
date of resignation specified in the written notice of resignation delivered (as
described above) no successor Collateral Agent has been appointed Collateral
Agent or becomes the Collateral Agent pursuant to subsection (d) below, the
resigning Collateral Agent may petition a court of competent jurisdiction for
the appointment of a successor.
(c) Removal. The Collateral Agent may be removed by Xxxxxx at any time,
with or without cause, by an instrument or concurrent instruments in writing
delivered to the Collateral Agent. Any removal pursuant to the provisions of
this subsection (c) shall take effect only upon the
later to occur of (i) the effective date of the appointment of a successor
Collateral Agent and the acceptance in writing by such successor Collateral
Agent of such appointment and of its obligation to perform its duties hereunder
in accordance with the provisions hereof and (ii) the date on which the
Collateral is delivered to the successor Collateral Agent. In the event of any
removal by Xxxxxx pursuant to this Section 15(c), the Pledgors shall pay the
Collateral Agent its fees and expenses then due and owing in accordance with
Section 19 hereof.
(d) Appointment of and Acceptance by Successor.
(i) Xxxxxx shall have the sole right to appoint each successor
Collateral Agent. Every successor Collateral Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to Xxxxxx and the
Pledgors an instrument in writing accepting such appointment hereunder and the
relevant predecessor shall execute, acknowledge and deliver such other documents
and instruments as will effectuate the delivery of all Collateral to the
successor Collateral Agent, whereupon such successor, without any further act,
deed or conveyance, shall become fully vested with all the estates, properties,
rights, powers, duties and obligations of its predecessor. Such predecessor
shall, nevertheless, on the written request of Xxxxxx, execute and deliver an
instrument transferring to such successor all the estates, properties, rights
and powers of such predecessor hereunder.
(ii) Every predecessor Collateral Agent shall assign, transfer and
deliver all Collateral held by it as Collateral Agent hereunder to its successor
as Collateral Agent.
(iii) Should any instrument in writing from the Pledgors be reasonably
required by a successor Collateral Agent for more fully and certainly vesting in
such successor the estates, properties, rights, powers, duties and obligations
vested or intended to be vested hereunder in the Collateral Agent, any and all
such written instruments shall, at the request of the successor Collateral
Agent, be forthwith executed, acknowledged and delivered by the applicable
Pledgors.
(iv) The designation of any successor Collateral Agent and the
instrument or instruments removing any Collateral Agent and appointing a
successor hereunder, together with all other instruments provided for herein,
shall be maintained with the records relating to the Collateral and, to the
extent required by applicable law, filed or recorded by the successor Collateral
Agent in each place where such filing or recording is necessary to effect the
transfer of the Collateral to the successor Collateral Agent or to protect and
preserve the security interest granted hereunder.
Section 16. Indemnification. The Pledgors shall indemnify the Collateral
Agent, its directors, officers, employees and its agents for, and hold the
Collateral Agent, its directors, officers, employees and its agents harmless
against, any loss, liability or expense (including the costs and expenses of
defending against any claim of liability) arising out of or in connection with
the Collateral Agent's acting as Collateral Agent hereunder, except such loss,
liability or expense as shall result from the negligence, bad faith or willful
misconduct of the Collateral Agent or its directors, officers, employees or
agents. The obligation of the Pledgors under this Section 16 shall survive the
termination of this Pledge Agreement and the resignation or removal of the
Collateral Agent.
Section 17. Representations and Warranties of the Collateral Agent. The
Collateral Agent represents and warrants to Pledgors and to Xxxxxx as follows:
(a) Due Organization. The Collateral Agent is a corporation, duly
organized, validly existing and in good standing under the laws of Delaware and
is duly authorized and licensed under applicable law to conduct its business as
presently conducted.
(b) Corporate Power. The Collateral Agent has all requisite right, power
and authority to execute and deliver this Pledge Agreement and the Loan
Documents to which it is a party and to perform all of its duties as Collateral
Agent hereunder and thereunder.
(c) Due Authorization. The execution and delivery by the Collateral Agent
of this Pledge Agreement and the Loan Documents to which it is a party, and the
performance by the Collateral Agent of its duties hereunder and thereunder, have
been duly authorized by all necessary corporate proceedings and no further
approvals or filings, including any governmental approvals, are required for the
valid execution and delivery by the Collateral Agent, or the performance by the
Collateral Agent, of this Pledge Agreement and such Loan Documents.
(d) Valid and Binding Agreements. The Collateral Agent has duly executed
and delivered this Pledge Agreement and each Loan Document to which it is a
party, and each of this Pledge Agreement and each such Loan Document constitutes
the legal, valid and binding obligation of the Collateral Agent, enforceable
against the Collateral Agent in accordance with its terms, except as (i) such
enforceability may be limited by bankruptcy, insolvency, reorganization and
similar laws relating to or affecting the enforcement of creditors' rights
generally and (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability.
Section 18. Termination. This Pledge Agreement shall continue in full force
and effect until the Expiration Date. Subject to any sale or other disposition
by the Collateral Agent or Xxxxxx of the Collateral or any part thereof pursuant
to and in accordance with this Pledge Agreement, the Collateral shall be
returned to the applicable Pledgors on the Expiration Date.
Section 19. Compensation and Reimbursement. Each Pledgor agrees for the
benefit of Xxxxxx and as part of the Pledgor Obligations (a) to pay (without
duplication) to the Collateral Agent, from time to time, reasonable compensation
for all services rendered by it hereunder; and (b) to reimburse (without
duplication) the Collateral Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Collateral Agent in
accordance with any provision of, or carrying out its duties and obligations
under, this Pledge Agreement (including the reasonable compensation and fees and
the expenses and disbursements of its agents, any independent certified public
accountants and independent counsel), except any expense, disbursement or
advances as may be attributable to negligence, bad faith or willful misconduct
on the part of the Collateral Agent.
Section 20. Foreclosure Expenses of the Collateral Agent and Xxxxxx. All
expenses (including reasonable fees and disbursements of counsel) incurred by
the Collateral Agent or Xxxxxx in connection with any actual or attempted sale,
exchange of, or any enforcement, collection, compromise or settlement
respecting, this Pledge Agreement or the Collateral, or any other action taken
by Xxxxxx hereunder whether directly or as attorney-in-fact pursuant to a power
of attorney or other authorization herein conferred, for the purpose of
satisfaction of the Pledgor Obligations shall be deemed a Pledgor Obligation for
all purposes of this Pledge Agreement and the Collateral Agent (with the consent
of Xxxxxx) and Xxxxxx may apply the Collateral to payment of or reimbursement of
itself for such liability.
Section 21. Notices. Any notice or other communication given hereunder
shall be in writing and shall be sent by registered mail, postage prepaid, or
personally delivered or telecopied to the recipient as follows:
(a) To the Collateral Agent:
Xxxxxx Brothers Holdings Inc.
3 World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Confirmation: (000) 000-0000
Telecopy No.: (000) 000-0000
(b) To Xxxxxx:
Xxxxxx Financial Corporation
0 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xx 00000
Attention: Xxxxxxx Tanker
Confirmation: (000) 000-0000
Telecopy No.: (000) 000-0000
(c) To the Pledgors:
c/o Lodgian, Inc.
0000 Xxxxxxxxx Xxxx, X.X.
Two Live Oak Center, Suite 700
Atlanta, Georgia 30326
Attention: Xxxxxx Xxxx
Confirmation: (000) 000-0000
Telecopy No: (000)000-0000
with a copy to:
Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx
Alhadeft & Xxxxxxxxx P.A.
Museum Tower, Suite 2200
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Confirmation: (000) 000-0000
Telecopy No: (000) 000-0000
Section 22. General Provisions.
(a) The Collateral Agent on behalf of Xxxxxx and its successors and assigns
shall have no obligation in respect of the Collateral, except to use reasonable
care in holding the Collateral and to hold and dispose of the same in accordance
with the terms of this Pledge Agreement.
(b) The failure of the Collateral Agent or Xxxxxx to exercise, or delay in
exercising, any right, power or remedy hereunder, shall not operate as a waiver
thereof, nor shall any single or partial exercise by the Collateral Agent or
Xxxxxx of any right, power or remedy hereunder preclude any other or future
exercise thereof, or the exercise of any other right, power or remedy. The
remedies herein provided are cumulative and are not exclusive of any remedies
provided by law or any other agreement.
(c) The representations, covenants and agreements of the Pledgors herein
contained shall survive the date hereof.
(d) Neither this Pledge Agreement nor the provisions hereof can be changed,
waived or terminated orally. This Pledge Agreement may be amended only with the
written consent of Xxxxxx, the Pledgors and the Collateral Agent (the consent of
which shall not be withheld or delayed with respect to any amendment that does
not adversely effect the Collateral Agent). This Pledge Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, legal representatives and assigns. If any provision of this Pledge
Agreement shall be invalid or unenforceable in any respect or in any
jurisdiction, the remaining provisions shall remain in full force and effect and
shall be enforceable to the maximum extent permitted by law.
(e) This Pledge Agreement may be executed in counterparts, each of which
shall constitute an original but all of which, when taken together, shall
constitute one instrument.
(f) Each of the parties hereto waives, to the fullest extent permitted by
law, any right it may have to a trial by jury in respect of any litigation
arising directly or indirectly out of, under or in connection with this Pledge
Agreement or any of the transactions contemplated hereunder or thereunder. Each
of the parties hereto (i) certifies that no representative, agent or attorney of
any other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce the
foregoing waiver and (ii) acknowledges that it has been induced to enter into
this Pledge Agreement and the Loan Documents to which it is a party, by among
other things, this waiver.
(g) This Pledge Agreement shall be governed by and construed, and the
obligations, rights and remedies of the parties hereunder shall be determined,
in accordance with the laws of the State of Georgia, without regard to its
conflicts of law provisions.
(h) Each Pledgor irrevocably submits to the jurisdiction of the United
States District Court for the Southern District of New York, any court in the
State of New York located in the city and county of New York, and any appellate
court from any thereof, in any action, suit or proceeding brought against it and
related to or in connection with this Pledge Agreement, the Loan Documents or
the transactions contemplated hereunder or thereunder or for recognition or
enforcement of any judgment and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such suit or action or
proceeding may be heard or determined in such New York State court or, to the
extent permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action, suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. To the extent permitted by applicable law,
each of the parties hereby waives and agrees not to assert by way of motion, as
a defense or otherwise in any such suit, action or proceeding, any claim that is
not personally subject to the jurisdiction of such courts, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Pledge Agreement or any of the
Loan Documents or the subject matter hereof or thereof may not be litigated in
or by such courts. Each Pledgor irrevocably appoints and designates Xxxxxxx
Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A., whose address is at Museum
Tower, Suite 2200, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000, Attn: Xxxxxx
X. Xxxxxxxx, Esq., as its true and lawful attorney and duly authorized agent for
acceptance of service of legal process. Each Pledgor agrees that service of such
process upon such Person shall constitute personal service of such process upon
it. Service of process may be made by any method set forth in the Loan
Agreement. Nothing contained in this Pledge Agreement shall limit or affect the
rights of any party hereto to serve process in any other manner permitted by law
or to start legal proceedings related to any of the Loan Documents against any
Pledgor or its respective property in the courts of any jurisdiction.
(i) The Collateral Agent, by the execution hereof, acknowledges receipt of
the Pledged Shares on behalf of Xxxxxx.
[signatures follow]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Pledge Agreement on the date first above written.
XXXXXX BROTHERS HOLDINGS INC.
LODGIAN, INC.
By: By:
----------------------------- -------------------------------
Name: Name:
--------------------------- -----------------------------
Title: Title:
-------------------------- ----------------------------
XXXXXX FINANCIAL CORPORATION
SERVICO, INC.
By: By:
----------------------------- ----------------------------
Name: Name:
--------------------------- -----------------------------
Title: Title:
-------------------------- ----------------------------
SERVICO OPERATIONS CORPORATION
XXXXXX MOTEL ENTERPRISES, INC.
By: By:
----------------------------- -------------------------------
Name: Name:
--------------------------- -----------------------------
Title: Title:
-------------------------- ----------------------------
KDS CORPORATION AMIOP ACQUISITION CORP.
By: By:
----------------------------- -------------------------------
Name: Name:
--------------------------- -----------------------------
Title: Title:
-------------------------- ----------------------------
SERVICO ACQUISITION CORP. PALM BEACH MOTEL ENTERPRISES, INC.
By: By:
----------------------------- -------------------------------
Name: Name:
--------------------------- -----------------------------
Title: Title:
--------------------------- -----------------------------
SCHEDULE A TO PLEDGE AGREEMENT
PLEDGED SHARES -LODGIAN
Certificate No. 1, 1,000 shares of the Common Stock of SHG-S Sub, Inc. and upon
conversion of SHG-S Sub, Inc. stock to the stock of Servico, Inc., all of the
shares of Servico, Inc.
SCHEDULE B TO PLEDGE AGREEMENT
PLEDGED SHARES -SERVICO
Certificate No. 1, 1,000 shares of the Common Stock of Servico Acquisition
Corporation.
Certificate No. 2, 100 shares of the Common Stock of AMIOP Acquisition Corp.
SCHEDULE C TO PLEDGE AGREEMENT
PLEDGED SHARES -SERVICO OPERATIONS
Certificate No. 3, 50 Shares of the Common Stock of Sheffield Motel Enterprises,
Inc.
Certificate No. 2, 1,000 Shares of the Common Stock of Dothan Hospitality 3053,
Inc.
Certificate No. 2, 1,000 Shares of the Common Stock of Dothan Hospitality 3071,
Inc.
Certificate No. 2, 1,000 Shares of the Common Stock of Gadsden Hospitality, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico West Palm Beach,
Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Pensacola, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Pensacola 7200,
Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Pensacola 7330,
Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Ft. Xxxxxx, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Rolling Xxxxxxx,
Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Cedar Rapids,
Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Columbia, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Colesville, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Maryland, Inc.
Certificate No. 5, 1,000 Shares of the Common Stock of N.H. Motel Enterprises,
Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Roseville, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Albany Hotel, Inc. (f/k/a
Albany Motel Enterprises, Inc.)
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Jamestown, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico New York, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Niagra Falls,
Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Grand Island,
Inc.
Certificate No. 3, 100 Shares of the Common Stock of Fayetteville Motel
Enterprises, Inc.
Certificate No. 6, 1,000 Shares of the Common Stock of Apico Inns of Green Tree,
Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Hilton Head, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Northwoods, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Market Center,
Inc.
Certificate No. 2, 1,000 Shares of the Common Stock of Servico Houston, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Windsor, Inc.
Certificate No. 2, 1,000 Shares of the Common Stock of Servico Silver Spring,
Inc.
Certificate No. 6, 60 Shares of the Common Stock of Palm Beach Motel
Enterprises, Inc.
Certificate No. 1, 1,000 Shares of the Common Stock of Servico Winter Haven,
Inc.
Certificate No. 4, 200 Shares of the Common Stock of Brunswick Motel
Enterprises, Inc.
SCHEDULE D TO PLEDGE AGREEMENT
PLEDGED SHARES -XXXXXX
Certificate No. 4, 1,000 shares of the Common Stock of Apico Hills, Inc.
Certificate No. 3, 1,000 shares of the Common Stock of Minneapolis Motel
Enterprises, Inc.
SCHEDULE E TO PLEDGE AGREEMENT
PLEDGED SHARES -KDS
Certificate No. 2, 1,000 shares of the Common Stock of Servico Flagstaff, Inc.
Certificate No. 2, 1,000 shares of the Common Stock of Servico Metairie, Inc.
Certificate No. 2, 1,000 shares of the Common Stock of Servico Austin, Inc.
SCHEDULE F TO PLEDGE AGREEMENT
PLEDGED SHARES -AMIOP
100% of the general partnership interests in AMI Operating Partners L.P.
SCHEDULE G TO PLEDGE AGREEMENT
PLEDGED SHARES -SERVICO ACQUISITION
100% of the limited partnership interests in AMI Operating Partners L.P.
SCHEDULE H TO PLEDGE AGREEMENT
PLEDGED SHARES -PALM BEACH
100% of the general partnership interests in Servico Centre Associates, Ltd.
SCHEDULE I TO PLEDGE AGREEMENT
BORROWERS
1. Sheffield Motel Enterprises, Inc.
2. Dothan Hospitality 3053, Inc.
3. Dothan Hospitality 3071, Inc.
4. Gadsden Hospitality, Inc.
5. Servico Flagstaff, Inc.
6. AMI Operating Partners, L.P.
7. Servico Centre Associates, Ltd.
8. Servico West Palm Beach, Inc.
9. Servico Pensacola, Inc.
10. Servico Pensacola 7200, Inc.
11. Servico Pensacola 7330, Inc.
12. Servico Ft. Xxxxxx, Inc.
13. Servico Winter Haven, Inc.
14. Brunswick Motel Enterprises, Inc.
15. Servico Rolling Xxxxxxx, Inc.
16. Servico Cedar Rapids, Inc.
17. Servico Metairie, Inc.
18. Servico Columbia, Inc.
19. Servico Colesville, Inc.
20. Servico Maryland, Inc.
21. N.H. Motel Enterprises, Inc.
22. Minneapolis Motel Enterprises, Inc.
23. Servico Roseville, Inc.
24. Albany Hotel, Inc. (f/k/a Albany Motel Enterprises, Inc.)
25. Servico Jamestown, Inc.
26. Servico New York, Inc.
27. Servico Niagra Falls, Inc.
28. Servico Grand Island, Inc.
29. Fayetteville Motel Enterprises, Inc.
30. Apico Inns of Green Tree, Inc.
31. Apico Hills, Inc.
32. Servico Hilton Head, Inc.
33. Servico Northwoods, Inc.
34. Servico Austin, Inc.
35. Servico Market Center, Inc.
36. Servico Houston, Inc.
37. Servico Windsor, Inc.
38. Servico Silver Spring, Inc.
SCHEDULE J TO PLEDGE AGREEMENT
(Section 6(f)(ii) conflicting agreements)
LENDER HOTEL NAME BORROWING ENTITY DOCUMENTS
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Xxxxxx Brothers Holdings, Inc. Holiday Inn Summit County -Frisco Servico Frisco, Inc., a Colorado Mortgage Note,
corporation Mortgage/Deed of Trust,
Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Brothers Holdings, Inc. Holiday Inn Melbourne Melbourne Hospitality Associates, Mortgage Note,
L.P., a Florida limited partnership Mortgage/Deed of Trust,
Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Holiday Inn Augusta 1075 Hospitality, L.P., a Georgia Mortgage Note,
limited partnership Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Brothers Holdings, Inc. Holiday Inn & Suites Fort Xxxxx Fort Xxxxx Hospitality Associates Mortgage Note,
II, L.P., a Florida limited Mortgage/Deed of Trust,
partnership Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Hilton Sioux City Sioux City Hospitality, L.P., an Mortgage Note,
Iowa limited partnership Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Best Western Council Bluffs Servico Council Bluffs, Inc., an Mortgage Note,
Iowa corporation Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Four Points West Des Moines (Sheraton Servico West Des Moines, Inc., an Mortgage Note,
West) Iowa corporation Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Holiday Inn Wichita Airport Servico Wichita, Inc., a Kansas Loan Agreement,
corporation Mortgage Note
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Best Western Central Omaha Servico Omaha Central, Inc., a Loan Agreement,
Nebraska corporation Mortgage Note
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Four Point Hotel -Omaha (Sheraton) Servico Omaha, Inc., a Nebraska Loan Agreement,
corporation Mortgage Note
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Brothers Holdings, Inc. Crowne Plaza Worcester Worcester Hospitality Associates, Loan Agreement,
L.P., a Florida limited partnership Mortgage/Deed of Trust,
Mortgage Note
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Holiday Inn Richfield Brecksville Hospitality, L.P., an Loan Agreement,
Ohio limited partnership Mortgage Note
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Brothers Holdings, Inc. Holiday Inn Monroeville Apico Inns of Pittsburgh, Inc., a Loan Agreement,
Pennsylvania corporation Mortgage Note,
Mortgage/Deed of Trust
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Holiday Inn XxXxxxxx Southfield Hotel Group II, L.P., a Loan Agreement,
Michigan limited Promissory Note,
partnership/XxXxxxxx Motel, Inc., Mortgage
a Pennsylvania corporation
------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp. Holiday Inn Lansing Servico Lansing, Inc., a Michigan Loan Agreement,
corporation Mortgage Note
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Holiday Inn Select Phoenix Airport East Washington Associates, L.P., Loan Agreement,
an Arizona limited partnership Promissory Note,
Deed of Trust
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Holiday Inn Phoenix West Servico Hotels I, Inc., a Florida Loan Agreement,
corporation Promissory Note,
Deed of Trust
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Radisson Hotel Phoenix Airport Servico Hotels II, Inc., a Florida Loan Agreement,
corporation Promissory Note,
Deed of Trust
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Holiday Inn Palm Desert Servico Hotels III, Inc., a Florida Loan Agreement,
corporation Promissory Note,
Deed of Trust
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Hilton Fort Xxxxx Servico Fort Xxxxx, Inc., a Florida Loan Agreement,
corporation Promissory Note,
Mortgage
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Radisson Hotel New Orleans New Orleans Airport Motel Loan Agreement,
Associates, L.P., a Florida limited Promissory Note,
partnership Mortgage
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Clarion-Royce Pittsburgh Moon Airport Motel, Inc., a Loan Agreement,
Pennsylvania corporation Promissory Note,
Mortgage
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Xxxxxx Xxxxxxx Penn Hotel Wilpen, Inc., a Pennsylvania Loan Agreement,
corporation Promissory Note,
Mortgage
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Holiday Inn Meadowlands Washington Motel Enterprises, Inc., Loan Agreement,
a Pennsylvania corporation Promissory Note,
Mortgage
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Holiday Inn Hilton Head Hilton Head Motel Enterprises, Inc., Loan Agreement,
a South Carolina corporation Promissory Note,
Mortgage
------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc. Holiday Inn Santa Fe Servico Hotels IV, Inc., a Florida Loan Agreement,
corporation Promissory Note,
Mortgage
------------------------------------------------------------------------------------------------------------------------------------
Crests\144A Private Placement with N/A Lodgian, Inc., a Delaware Indenture, Debenture
NationsBanc Xxxxxxxxxx Securities corporation
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