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Exhibit 3.80
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CAPSTAR CHICAGO COMPANY, L.L.C.
dated as of July 29, 1998
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AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CAPSTAR CHICAGO COMPANY, L.L.C.
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
"Agreement") of CAPSTAR CHICAGO COMPANY, L.L.C., a Delaware limited liability
company (the "Company"), is made as of July 29, 1998, by and between MERISTAR
HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership having
an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ("MeriStar"),
and MERISTAR SPE LLC, a Delaware limited liability company having an office at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ("MeriStar SPE").
WITNESSETH:
WHEREAS, the parties hereto (collectively, the "Members" and individually,
a "Member") are the existing Members of the Company and desire to amend and
restate the Limited Liability Company Agreement of the Company by this
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall
have the respective meanings set forth below:
1.1 "Act" shall mean the Limited Liability Company Act of the
State of Delaware, as the same may have been or may be
amended.
1.2 "Adjusted Capital Account" shall mean, with respect to any
Member, such Member's Capital Account balance, increased by
such Member's share of Company Minimum Gain and Member Minimum
Gain.
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1.3 "Code" shall mean the Internal Revenue Code of 1986 as the
same has been and may hereafter be amended.
1.4 "Company" shall have the meaning set forth in the Recitals.
1.5 "Company Minimum Gain" means "partnership minimum gain," as
defined in Treasury Regulations Section 1.704-2(b)(2) and
shall be determined in accordance with Treasury Regulations
Section 1.704-2(d).
1.6 "Depreciation" shall mean, with respect to any year or portion
thereof, an amount equal to the depreciation, amortization or
other cost recovery deduction allowable with respect to an
asset for Federal income tax purposes, except that if the
Gross Asset Value of the asset differs from its adjusted tax
basis, Depreciation shall be determined in accordance with the
methods used for Federal income tax purposes and shall equal
the amount that bears the same ratio to the Gross Asset Value
of such asset as the depreciation, amortization or other cost
recovery deduction computed for Federal income tax purposes
with respect to such asset bears to the adjusted Federal
income tax basis of such asset; provided, however, that if any
such asset that is depreciable or amortizable has an adjusted
Federal income tax basis of zero, the rate of Depreciation
shall be determined by the Members.
1.7 "Gross Asset Value" shall mean, with respect to any asset, the
asset's adjusted basis for Federal income tax purposes, except
that (i) the Gross Asset Value of any asset contributed to the
Company shall be its gross fair market value at the time of
contribution, (ii) the Gross Asset Value of any asset
distributed in kind to any Member (including upon a
liquidation of the Company) shall be the gross fair market
value of such asset, and (iii) the Gross Asset Value of any
asset determined pursuant to clause (i) above shall thereafter
be adjusted from time to time by the Depreciation taken into
account with respect to such asset for purposes of determining
Net Profit or Net Loss.
1.8 "Lender" shall have the meaning set forth in Article 10.
1.9 "Loan Documents" shall have the meaning set forth in Article
10.
1.10 "Member" shall mean each of the parties to this Agreement and
any other Person to which an interest in the Company is
hereafter transferred and who is admitted to the Company in
accordance with the terms of this Agreement.
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1.11 "Member Minimum Gain" means "partner nonrecourse debt minimum
gain," as defined in Treasury Regulations Section
1.704-2(i)(2) and determined in accordance with Treasury
Regulations Section 1.704-2(i)(3).
1.12 "Member Nonrecourse Debt" means "partner nonrecourse debt," as
defined in Treasury Regulations Section 1.704-2(b)(4).
1.13 "Member Nonrecourse Deductions" means "partner nonrecourse
deductions," as defined in Section 1.704-2(i)(1) of the
Treasury Regulations and shall be determined in accordance
with Section 1.704-2(i)(2) of the Treasury Regulations.
1.14 "Mortgage Loan" shall have the meaning set forth in Article
10.
1.15 "Net Profit" or "Net Loss" shall mean, with respect to any
fiscal year, the taxable income or loss of the Company as
determined for Federal income tax purposes, with the following
adjustments:
1.15.1 Such taxable income or loss shall be increased by the
amount, if any, of tax-exempt income received or
accrued by the Company;
1.15.2 Such taxable income or loss shall be reduced by the
amount, if any, of all expenditures of the Company
described in Section 705(a)(2)(B) of the Code,
including expenditures treated as described therein
under Section 1.704-1(b)(2)(iv)(i) of the Treasury
Regulations;
1.15.3 If the Gross Asset Value of any asset is adjusted
pursuant to clause (ii) of the definition of Gross
Asset Value, the amount of such adjustment shall be
taken into account, immediately prior to the event
giving rise to such adjustment, as gain or loss from
the disposition of such asset for the purposes of
computing Net Profit or Net Loss;
1.15.4 Gain or loss resulting from any disposition of any
asset with respect to which gain or loss is recognized
for Federal income tax purposes shall be computed by
reference to the Gross Asset Value of the asset
disposed of, notwithstanding that such Gross Asset
Value differs from the adjusted tax basis of such
asset; and
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1.15.5 In lieu of the depreciation, amortization, or other
cost recovery deductions taken into account in
computing such taxable income or loss, there shall be
taken into account Depreciation for such fiscal year.
1.16 "Percentage Interests" shall have the meaning specified in
Section 6.2.
1.17 "Property" shall mean (a) that certain property known as the
Radison Hotel & Suites located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (b) all personal property situated
at such property or used or useful in connection herewith.
1.18 "Regulatory Allocations" has the meaning ascribed thereto in
Subsection 7.3.8.
1.19 "SPE LLC" shall have the meaning set forth in Article 10.
1.20 "Treasury Regulations" means the rules, regulations, orders
and interpretations of rules, regulations and orders validly
promulgated by the Treasury Department under the Code, whether
final, temporary or proposed, as in effect from time to time.
2. Formation and Name. The Members hereby form a limited liability company
pursuant to the provisions of the Act. The business of the Company shall
be conducted under the name "CAPSTAR CHICAGO COMPANY, L.L.C." ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇, III are hereby authorized
to execute and record any certificate of formation required by the Act and
any certificate or application necessary to qualify the Company in any
jurisdiction in which it conducts business.
3. Principal and Registered Offices: Agent for Service of Process.
3.1 The principal place of business of the Company, and the address of
the office at which the records of the Company shall be maintained,
shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇, or at such other place as may hereafter from time to time be
selected by MeriStar.
3.2 The Company's registered office shall be at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇.
3.3 The registered agent of the Company for service of process within
the State of Delaware shall be Corporation Trust Company, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, in the City of Wilmington, in the County of New
Castle, in the State of Delaware. In the event that the person or
entity at any time
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acting as such agent shall cease to act as such for any reason,
MeriStar shall appoint a substitute agent. Such agent shall be the
agent of the Company on which any process, notice or demand required
or permitted by law to be served on the Company may be served.
4. Term. The term of the Company shall commence upon the execution and
delivery of this Agreement and shall continue until terminated by
agreement of the Members or as otherwise provided in this Agreement.
5. Purpose. The Company's business and purpose shall consist solely of
the ownership, leasing, operation, development and/or disposition of
the Property, and such activities as are necessary, incidental or
appropriate in connection with the foregoing.
6. Capital Contributions; Percentage Interests.
6.1 Simultaneously with the execution and delivery of this
Agreement the Members are making the following contributions
to the capital of the Company:
(a) MeriStar $99.00
(b) MeriStar SPE $ 1.00
6.2 The Members' percentage interests in the Company ("Percentage
Interests") shall be as follows:
(a) MeriStar 99%
(b) MeriStar SPE 1%
6.3 If the Company shall require any additional funds after the
date hereof, as determined by MeriStar, the Members shall
contribute such funds to the Company in proportion to their
respective Percentage Interests.
6.4 Except as expressly provided in this Article 6, no Member
shall be required to make any capital contributions or loans
to the Company and no member shall make any capital
contributions or loans to the Company without the consent of
the other Member.
7 Income and Losses: Distributions of Available Net Income.
7.1 A separate "Capital Account" shall be maintained for each Member.
Each Member's Capital Account shall be credited with the amount of
each Member's capital contributions made in cash and fair market
value (net of liabilities assumed or taken subject to ) of all
property contributed by such Member and such Member's allocated
share of Net
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Profit, income and gain of the Company. Each Member's Capital
Account shall be debited with the amount of any cash distributions
to such Member and the fair market value (net of liabilities assumed
or taken subject to) of all property distributed in kind to such
Member and such Member's allocated share of Net Loss of the Company.
7.2 From and after the date of this Agreement, all Net Profit and all
Net Loss of the Company for each year or fraction thereof
(determined after taking into account any allocation for such period
under Section 7.3) shall be credited to the Capital Accounts of the
Members in proportion to their respective Percentage Interests.
7.3 Special Allocations.
7.3.1 Except as otherwise provided in Section 7.3.2., all items of
Company income, gain, deduction and loss shall be allocated
among the Members in the same proportion as they share in the
Net Profit and Net Loss to which such items relate. Any
credits against income tax shall be allocated in accordance
with the Members' Percentage Interests.
7.3.2 Income, gain, loss or deductions of the Company shall, solely
for income tax purposes, be allocated among the Members in
accordance with Section 704(c) of the Code and Treasury
Regulations promulgated thereunder, so as to take account of
any difference between the adjusted basis of the assets of the
Company and their respective Gross Asset Values in accordance
with the traditional method set forth in Section 1.704-3(b) of
the Treasury Regulations.
7.3.3 Notwithstanding any other provision of this Article 7, if
there is a net decrease in Company Minimum Gain during any
year, each Member shall be specially allocated items of income
and gain for such year (and, if necessary, subsequent years)
in an amount equal to the portion of such Member's share of
the net decrease in Company Minimum Gain, as determined in
accordance with Section 1.704-2(g) of the Treasury
Regulations. Allocations pursuant to the previous sentence
shall be made in proportion to the respective amounts required
to be allocated to each member pursuant thereto. The items to
be so allocated shall be determined in accordance with Section
1.704-2(f)(6) of the Treasury Regulations. This Section 7.3.3.
is intended to comply with minimum gain chargeback requirement
in Section 1.704-2(f) of the Treasury Regulations and shall be
interpreted consistently therewith.
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7.3.4 Notwithstanding any other provision of this Article 7, if
there is a net decrease in Member Minimum Gain attributable to
a Member Nonrecourse Debt during any year, each Member who has
a share of the Member Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with Section
1.704-2(i)(5) of the Treasury Regulations, shall be specially
allocated items of income and gain for such year (and, if
necessary, subsequent years) in an amount equal to the portion
of such Member's share of the net decrease in Member Minimum
Gain attributable to such Member Nonrecourse Debt, determined
in accordance with Section 1.704-2(i)(4) of the Treasury
Regulations. Allocations pursuant to the previous sentence
shall be made in proportion to the respective amounts required
to be allocated to each Member pursuant thereto. The items to
be so allocated shall be determined in accordance with Section
1.704-2(i)(4) of the Treasury Regulations. This Section 7.3.4
is intended to comply with the minimum gain chargeback
requirement in Section 1.704-2(i) of the Treasury Regulations
and shall be interpreted consistently therewith.
7.3.5 Nonrecourse Deductions for any year shall be allocated as Net
Loss pursuant to Section 7.2.
7.3.6 Any Member Nonrecourse Deductions for any year shall be
specially allocated to the Member who bears the economic risk
of loss with respect to the Member Nonrecourse Debt to which
such Member Nonrecourse Deductions are attributable in
accordance with Section 1.704-2(i)(1) of the Treasury
Regulations.
7.3.7 Notwithstanding any other provision of this Article 7, no
Member shall be allocated in any year of the Company any Net
Loss to the extent such allocation would cause or increase a
deficit balance in such Member's Adjusted Capital Account,
taking into account all other allocations to be made for such
year pursuant to this Article 7 and the reasonably expected
adjustments, allocations and distributions described in
Section 1.704-1(b)(ii)(d) of the Treasury Regulations. Any
such Net Loss that would be allocated to a Member (the
"Deficit Member") shall instead be allocated to the other
Member. Moreover, if a Deficit Member unexpectedly receives an
adjustment, allocation or distribution described in Section
1.704-1(b)(ii)(d) of the Treasury Regulations which creates or
increases a deficit balance in such Member's Adjusted Capital
Account (computed after all other allocations to be made for
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such year pursuant to this Article 7 have been tentatively
made as if this Section 7.3.7 were not in this Agreement),
such Deficit Member shall be allocated items of income and
gain in an amount equal to such deficit balance. This Section
7.3.7 is intended to comply with the qualified income offset
requirement of Section 1.704-1(b)(2)(ii)(d) of the Treasury
Regulations and shall be interpreted consistently herewith.
7.3.8 The allocations set forth in Sections 7.3.3 through 7.3.7 (the
"Regulatory Allocations") shall be taken into account in
allocating items of income, gain, loss and deduction among the
Members so that, to the extent possible, the net amount of
such allocations of other items and the Regulatory Allocations
to each Member shall be equal to the net amount that would
have been distributed to each such Member if the Regulatory
Allocations had not occurred.
7.4 Distributions. All distributions of Company cash and other property
shall be made to the Members in proportion to their respective
Percentage Interests; provided, however, that the provisions of this
Section 7.4 shall not apply upon the liquidation of the Company or
upon the sale of all or substantially all of the Company's assets,
it being understood that in such circumstances the provisions of
Section 16.4 shall apply.
8. Tax Matters. Federal, state and local income tax returns of the Company
shall be prepared and filed, or caused to be prepared and filed, by
MeriStar. MeriStar shall at all times be the "tax matters partner" of the
Company for purposes of Section 6231(a)(7) of the Code.
9. Management and Rights. Duties and Obligations of the Members.
9.1 Except as otherwise expressly provided in this Agreement, the
management and control of the Company's business shall be exercised,
and all decisions to be made by the Company shall in each case be
made, by MeriStar. MeriStar shall have the sole right to bind, or
otherwise act on behalf of, the Company. Without limiting the
foregoing and except as otherwise expressly provided for herein,
MeriStar shall have the right, without consent or approval of
MeriStar SPE, to acquire, mortgage or otherwise encumber, and sell
or otherwise dispose of the Property or any portion thereof.
9.2 Except as otherwise expressly provided in this Agreement, no Member
shall have the right to resign from the Company or to demand the
return of all or any part of its contribution to the capital of the
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Company until the Company has been dissolved and terminated, and
then only to the extent provided in this Agreement, not shall any
Member have the right to demand or receive property other than cash
in return for its contribution.
10. Powers and Duties of the Company. Notwithstanding any other provisions of
this Agreement for so long as the Company (i) is a party to the loan
documents (the "Loan Documents") evidencing and securing the mortgage loan
(the "Mortgage Loan") in the maximum principal amount of $250 million to
the Property Owners from ▇▇▇▇▇▇ Financial Corporation (together with its
successors and assigns, the "Lender") or is otherwise obligated to take
any action under the terms of the Loan Documents, and (ii) any obligations
are outstanding under the Mortgage Loan, the Company shall not take any
action set forth in items 10.1 through 10.7 below unless such action has
been approved by MeriStar SPE LLC ("SPE LLC"):
10.1 borrow money or incur indebtedness other than (i) normal trade
accounts payable, provided that such debt is not evidenced by a note
and is paid within 60 days of the date when such payment is due,
(ii) lease obligations in the ordinary course of business, (iii)
consensual lines on its property or equipment leases for amounts
aggregating no more than $50,000; provided, however, that, without
the separate consent of SPE LIZ, the Company is hereby authorized to
be party to the Loan Documents, and to grant mortgages, deeds of
trust, liens on Property to secure such Mortgage Loan;
10.2 dissolve or liquidate the Company;
10.3 sell or lease all or substantially all of the Property or otherwise
dispose of any of the Property; provided, however, that no such
consent shall be required in connection with a Property Release (as
defined in the Loan Documents), a Substitution Release (as defined
in the Loan Documents) or an Operating Lease or Replacement
Operating Lease (as defined in the Loan Documents) with respect to
the Property;
10.4 file a voluntary petition or otherwise initiate proceedings to have
the Company adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against the
Company, or file a petition seeking or consenting to reorganization
or relief of the Company as debtor under any applicable federal or
state law relating to bankruptcy, insolvency, or other relief for
debtors with respect to the Company; or seek or consent to the
appointment of any trustee, receiver, conservator, assignee,
sequestrator, custodian, liquidator (or other similar official) of
the Company or of all or any substantial part of the properties and
assets of the Company, or make
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any general assignment for the benefit of creditors of the Company,
or admit in writing the inability of the Company to pay its debts
generally as they become due or declare or effect a moratorium on
the Company debt or take any action in furtherance of any such
action;
10.5 amend, modify or alter this Agreement;
10.6 merge or consolidate with any other entity; or
10.7 permit the transfer of any direct or indirect interest in the
Company such that the transferee owns more than a 49% interest in
the Company unless such transfer is conditional upon the delivery of
an acceptable non-consolidation opinion to the Lender and to any
applicable rating agency concerning, as applicable, the Company, the
new transferee and/or their respective owners.
11. Title to Company Property. All property owned by the Company shall be
owned by the Company in its own name. No Member shall have any ownership
interest in any Company property in its individual name or right, and each
Member's interest in the Company shall be personal property for all
purposes.
12. Separateness/Operations Matters. The Company shall, and MeriStar SPE shall
have the power to cause the Company to, conduct its business and
operations in accordance with the following provisions:
12.1 maintain books, records, financial statements and bank accounts
separate from those of its affiliates and any other persons or
entity (noting in any consolidated financial statements the
Company's separate legal existence);
12.2 maintain its assets in such a manner that it is not costly or
difficult to segregate, ascertain or identify such assets;
12.3 observe all limited liability company organizational formalities and
preserve its existence;
12.4 hold itself out as a legal entity separate and distinct from any
other entity;
12.5 allocate fairly and reasonably any overhead expenses that are shared
with an affiliate, including paying for office space and services
performed by any employee of an affiliate, and maintain a sufficient
number of employees in light of its contemplated business
operations;
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12.6 transact all business with affiliates on terms and conditions that
are intrinsically fair and substantially similar to those that would
be available on an arm's-length basis with third parties other than
any such party;
12.7 conduct business in its own name, and maintain and utilize separate
stationery, invoices and checks;
12.8 not commingle its finds or other assets with those of any affiliate
or other person or entity;
12.9 not guarantee or become obligated for the debts of any other person
or entity or hold itself out to be responsible for the debts of any
other person or entity, other than with respect to the Mortgage Loan
obligations;
12.10 pay its debts and liabilities out of its assets as the same shall
become due;
12.11 not make loans or advances to any third party (including any
affiliate) and not acquire obligations or securities of its members
or affiliates;
12.12 not pledge its assets for the benefit of any other person or entity
other than with respect to the Mortgage Loan obligations;
12.13 correct any known misunderstanding regarding its separate identity;
12.14 maintain adequate capital for the normal obligations reasonably
foreseeable in a business of its size and character and in light of
its contemplated business operations;
12.15 maintain all required qualifications to do business in the states in
which the Property is located; and
12.16 not share any common logo with or identify or hold itself out as or
be considered as a department or division of any other person or
entity.
13. Transfer of Members' Interests. No Member shall sell, assign, transfer or
otherwise dispose of, or mortgage, hypothecate, pledge or otherwise
encumber, or permit or suffer any encumbrance of, all or any part of its
interest in the Company, or any interest therein; provided, however, that
each Member may pledge its interest in the Company to any lender making a
loan secured, in whole or in part, by a mortgage or deed of trust on the
Property.
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14. Bankruptcy or Dissolution. The bankruptcy, dissolution, liquidation or
termination of a Member shall not cause the termination or dissolution of
the Company and the business of the Company shall continue. Upon the
occurrence of a bankruptcy or the dissolution (without reconstitution
within sixty (60) days thereafter) of any Member, the membership of such
Member shall terminate, and the trustee, receiver, or legal representative
of such Member shall have all the rights of such Member for the purpose of
settling or managing its estate or property, subject to satisfying
conditions precedent to the admission of such assignee as a substitute
Member including the same right (subject to the same limitations) as the
terminated Members would have had to transfer. its interest in the
Company, subject to certain substitution rules and other provisions of
this Agreement. The transfer by such trustee, receiver, of any Company
Interest shall be subject to all of the restrictions, to which such
transfer would have been subject if such transfer had been made by such
terminated Member.
15. Termination of the Company. Upon the voluntary termination of the Company
upon the consent of the Members, the sale or other transfer of all or
substantially all of the Company's assets or any other termination of the
Company in accordance with the provisions of this Agreement, the Company
shall wind up its affairs and shall then be liquidated as provided in
Article 16.
16. Gain, Loss and Distribution Upon Liquidation. Upon any termination of the
Company each of the following shall be accomplished:
16.1 The Members shall cause to be prepared a statement setting forth the
assets and liabilities of the Company as of the date of such
termination, and such statement shall be furnished to each Member.
16.2 The property and assets of the Company, if any, shall be liquidated
as promptly as possible, but in an orderly and businesslike manner
so as not to involve undue sacrifice.
16.3 Any Net Profit or Net Loss realized by the Company upon the sale or
other disposition of the property and assets of the Company shall be
credited or charged to the capital accounts of the Members pursuant
to Section 7.2 or 7.3, as applicable.
16.4 The proceeds of sale and all other assets of the Company shall be
paid and distributed as follows and in the following order of
priority:
16.4.1 to the payment of debts an liabilities of the Company and the
expenses of liquidation;
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16.4.2 to the setting up of any reserves which MeriStar determines
are reasonably necessary for any contingent or unforeseen
liabilities or obligations of the Company or the members
arising out of, or in connection with, the Company; and
16.4.3 to the Members in proportion to their respective Capital
Account balances.
17. Further Assurances: Consents and Approvals. Each party to this
Agreement agrees to execute, acknowledge, deliver, file and record
such further certificates, amendments, instruments and documents,
and to do all such other acts and things, as may be required by law,
or as may, be necessary or advisable to carry out the intent and
purposes of this Agreement.
18. Controlling Provisions. So long as any obligations secured by the
Mortgage Loan remain outstanding and are not paid in full, Articles
5, 10, 11, 12 and 14 hereof shall control in the event of any
conflict with any contrary provisions hereof or of any other entity
governance documents.
19. Notices. Unless otherwise specified in this Agreement, all notices,
demands, elections, requests or other communications (collectively,
"notices") which any Member may desire or to be required to give
hereunder shall be in writing and shall be given by mailing the same
by registered or certified mail, return receipt requested, or by
Federal Express or comparable air courier service, postage prepaid,
or by delivering the same by hand, addressed to the Members at their
addresses first set forth above.
20. Captions. All section and article titles or captions contained in
this Agreement and the table of contents, if any, are for
convenience only and shall not be deemed a part of this Agreement.
21. Variety, of Pronouns. All pronouns and all variations thereof shall
be deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the person(s) or entity(ies) may require.
22. Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute an original and all of which, when taken
together, shall constitute one agreement.
23. Governing Law. This Agreement is made pursuant to the Act and shall
be construed accordingly.
24. Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their respective successors and permitted assigns
and shall inure to
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the benefit of the parties hereto and their respective successors
and permitted assigns, but shall not inure to the benefit of, or be
enforceable by, any other person or entity.
25. Invalidity. If any provision or any portion of this Agreement, or
the application of any such provision or any portion thereof to any
Member or circumstance, shall be held invalid or unenforceable, the
remaining portion of such provision and the remaining provisions of
this Agreement, and the application of such provision or such
portion to a Member to circumstances other than those as to which it
is held invalid or unenforceable, shall not be affected hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation
its General Partner
By:/s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------
▇▇▇▇ ▇▇▇▇▇
Chief Financial Officer
MERISTAR SPE LLC
By: MeriStar Hospitality Operating Partnership, L.P.
its Managing Members
By: MeriStar Hospitality Corporation
its General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
Chief Financial Officer