International Swap Dealers Association, Inc. Master Agreement

EX-10.19.1 13 d20035exv10w19w1.txt INTERNATIONAL SWAP DEALERS ASSOCIATION, INC. MASTER AGREEMENT 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