MEZZANINE LOAN AGREEMENT
1100 West Holdings, LLC,
a Delaware limited liability company
Eurohypo AG, New York Branch
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ARTICLE 1 CERTAIN DEFINITIONS | 2 | |||
Section 1.1 Certain Definitions | 2 | |||
Section 1.2 Types of Loans | 30 | |||
ARTICLE 2 LOAN TERMS | 30 | |||
Section 2.1 The Commitments, Loans and Notes | 30 | |||
Section 2.2 Conversions or Continuations of Loans | 32 | |||
Section 2.3 Interest Rate; Late Charge | 32 | |||
Section 2.4 Terms of Payment | 33 | |||
Section 2.5 Extension of Maturity Date | 35 | |||
Section 2.6 Exit Fee | 41 | |||
Section 2.7 Application of Operating Revenues; Cash Management | 41 | |||
Section 2.8 Payments; Pro Rata Treatment; Etc. | 41 | |||
Section 2.9 Yield Protection; Etc. | 46 | |||
ARTICLE 3 INSURANCE, CONDEMNATION, AND IMPOUNDS | 51 | |||
Section 3.1 Insurance | 51 | |||
Section 3.2 Use and Application of Insurance Proceeds | 52 | |||
Section 3.3 Casualty and Condemnation | 52 | |||
ARTICLE 4 RESERVES | 53 | |||
Section 4.1 Interest Reserve Fund | 53 | |||
Section 4.2 Mortgage Loan Reserves | 55 | |||
ARTICLE 5 ENVIRONMENTAL MATTERS | 55 | |||
Section 5.1 Certain Definitions | 55 | |||
Section 5.2 Representations and Warranties on Environmental Matters | 56 | |||
Section 5.3 Covenants on Environmental Matters | 57 | |||
Section 5.4 Allocation of Risks and Indemnity | 58 | |||
Section 5.5 No Waiver | 59 | |||
ARTICLE 6 LEASING MATTERS | 59 | |||
Section 6.1 Representations and Warranties on Leases | 59 | |||
Section 6.2 Restaurant Lease and Future Lease | 59 | |||
Section 6.3 Covenants | 60 | |||
ARTICLE 7 REPRESENTATIONS AND WARRANTIES | 60 | |||
Section 7.1 Organization and Power | 60 | |||
Section 7.2 Validity of Loan Documents | 60 | |||
Section 7.3 Liabilities; Litigation | 61 | |||
Section 7.4 Taxes and Assessments | 61 | |||
Section 7.5 Other Agreements; Defaults | 61 |
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(continued)
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Section 7.6 Compliance with Law | 61 | |||
Section 7.7 Location of Borrower | 62 | |||
Section 7.8 ERISA | 62 | |||
Section 7.9 Margin Stock | 62 | |||
Section 7.10 Tax Filings | 62 | |||
Section 7.11 Solvency | 62 | |||
Section 7.12 Full and Accurate Disclosure | 62 | |||
Section 7.13 Single Purpose Entity | 63 | |||
Section 7.14 Management of the Project | 63 | |||
Section 7.15 No Conflicts | 63 | |||
Section 7.16 Title | 63 | |||
Section 7.17 Flood Zone | 64 | |||
Section 7.18 Insurance | 64 | |||
Section 7.19 Certificate of Occupancy; Licenses | 64 | |||
Section 7.20 Physical Condition | 64 | |||
Section 7.21 Boundaries | 64 | |||
Section 7.22 Material Agreements | 65 | |||
Section 7.23 Plans and Specifications; Project Budget | 66 | |||
Section 7.24 Filing and Recording Taxes | 66 | |||
Section 7.25 Investment Company Act | 66 | |||
Section 7.26 Patriot Act; Foreign Assets Control Regulations | 66 | |||
Section 7.27 Organizational Structure | 67 | |||
Section 7.28 Property Specific Representations | 67 | |||
Section 7.29 Affiliates | 68 | |||
Section 7.30 List of Mortgage Loan Documents | 68 | |||
Section 7.31 Mortgage Loan Event of Default | 68 | |||
ARTICLE 8 FINANCIAL REPORTING | 68 | |||
Section 8.1 Financial Statements | 68 | |||
Section 8.2 Accounting Principles | 70 | |||
Section 8.3 Other Information | 70 | |||
Section 8.4 Annual Operating Budget | 70 | |||
Section 8.5 Audits | 70 | |||
Section 8.6 Mortgage Borrower Financial Statements | 70 | |||
Section 8.7 Notice of Default | 71 | |||
Section 8.8 Access | 71 | |||
ARTICLE 9 COVENANTS | 72 | |||
Section 9.1 Due on Sale and Encumbrance; Transfers of Interests | 72 | |||
Section 9.2 Taxes; Charges | 73 | |||
Section 9.3 Control; Management | 73 | |||
Section 9.4 Operation; Maintenance; Inspection | 74 |
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Section 9.5 Taxes on Security | 74 | |||
Section 9.6 Legal Existence; Name, Etc. | 74 | |||
Section 9.7 Affiliate Transactions | 75 | |||
Section 9.8 Limitation on Other Debt | 75 | |||
Section 9.9 Further Assurances | 76 | |||
Section 9.10 Estoppel Certificates | 76 | |||
Section 9.11 Notice of Certain Events | 76 | |||
Section 9.12 Indemnification | 76 | |||
Section 9.13 Size of Units | 77 | |||
Section 9.14 Minimum Sales Prices | 77 | |||
Section 9.15 Hedge Agreements | 77 | |||
Section 9.16 No Distributions | 79 | |||
Section 9.17 Condominium Covenants | 79 | |||
Section 9.18 Patriot Act Compliance; Foreign Assets Control Regulations | 80 | |||
Section 9.19 Payment for Labor and Materials | 81 | |||
Section 9.20 Hotel Management Agreement | 82 | |||
Section 9.21 Americans with Disabilities | 83 | |||
Section 9.22 Zoning | 83 | |||
Section 9.23 ERISA | 83 | |||
Section 9.24 Property Specific Covenants | 84 | |||
Section 9.25 Forward Purchase Contract | 84 | |||
Section 9.26 Mortgage Borrower Covenants | 84 | |||
Section 9.27 Refinancing or Prepayment of the Mortgage Loan | 84 | |||
Section 9.28 Acquisition of the Mortgage Loan | 85 | |||
Section 9.29 UCC Insurance Policy | 85 | |||
Section 9.30 Construction Management Contract | 86 | |||
ARTICLE 10 EVENTS OF DEFAULT | 86 | |||
Section 10.1 Payments | 86 | |||
Section 10.2 Insurance | 86 | |||
Section 10.3 Single Purpose Entity | 86 | |||
Section 10.4 Taxes | 86 | |||
Section 10.5 Sale, Encumbrance, Etc.; Change of Control | 86 | |||
Section 10.6 Representations and Warranties | 86 | |||
Section 10.7 Other Encumbrances | 86 | |||
Section 10.8 Various Covenants | 86 | |||
Section 10.9 Involuntary Bankruptcy or Other Proceeding | 87 | |||
Section 10.10 Voluntary Petitions, Etc. | 87 | |||
Section 10.11 Indebtedness | 87 | |||
Section 10.12 Dissolution | 87 | |||
Section 10.13 Judgments | 87 |
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Section 10.14 Security | 88 | |||
Section 10.15 Guarantees | 88 | |||
Section 10.16 Interest Reserve Fund | 88 | |||
Section 10.17 Mortgage Loan Event of Default | 88 | |||
Section 10.18 Hedge Agreement | 88 | |||
Section 10.19 Junior Loan Intercreditor Agreement | 88 | |||
Section 10.20 Covenants | 88 | |||
ARTICLE 11 REMEDIES | 89 | |||
Section 11.1 Remedies — Insolvency Events | 89 | |||
Section 11.2 Remedies — Other Events | 89 | |||
Section 11.3 Administrative Agent’s Right to Perform the Obligations | 89 | |||
ARTICLE 12 MISCELLANEOUS | 90 | |||
Section 12.1 Notices | 90 | |||
Section 12.2 Amendments, Waivers, Etc. | 90 | |||
Section 12.3 Limitation on Interest | 91 | |||
Section 12.4 Invalid Provisions | 92 | |||
Section 12.5 Reimbursement of Expenses | 92 | |||
Section 12.6 Approvals; Third Parties; Conditions | 93 | |||
Section 12.7 Lenders and Administrative Agent Not in Control; No Partnership | 93 | |||
Section 12.8 Time of the Essence | 93 | |||
Section 12.9 Successors and Assigns | 93 | |||
Section 12.10 Renewal, Extension or Rearrangement | 94 | |||
Section 12.11 Waivers | 94 | |||
Section 12.12 Cumulative Rights | 94 | |||
Section 12.13 Singular and Plural | 94 | |||
Section 12.14 Phrases | 94 | |||
Section 12.15 Exhibits and Schedules | 94 | |||
Section 12.16 Titles of Articles, Sections and Subsections | 94 | |||
Section 12.17 Promotional Material | 95 | |||
Section 12.18 Survival | 95 | |||
Section 12.19 WAIVER OF JURY TRIAL | 95 | |||
Section 12.20 Remedies of Borrower | 95 | |||
Section 12.21 GOVERNING LAW | 96 | |||
Section 12.22 Entire Agreement | 97 | |||
Section 12.23 Counterparts | 97 | |||
Section 12.24 Assignments and Participations | 97 | |||
Section 12.25 Brokers | 99 | |||
Section 12.26 Right of Setoff | 100 | |||
Section 12.27 Reserved | 100 |
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(continued)
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Section 12.28 Mortgage Loan Defaults | 100 | |||
Section 12.29 Intercreditor Agreement | 102 | |||
Section 12.30 Discussions with Mortgage Lender | 103 | |||
Section 12.31 Independent Approval Rights | 103 | |||
ARTICLE 13 LIMITATIONS ON LIABILITY | 103 | |||
Section 13.1 Limitation on Liability | 103 | |||
Section 13.2 Limitation on Liability of the Administrative Agent’s and the Lenders’ Officers, Employees, etc. | 104 | |||
ARTICLE 14 BUILDING CONVERSION; PAYMENT OF RELEASE PRICES; SALE OF UNITS | 105 | |||
Section 14.1 Completion of Building Conversion | 105 | |||
Section 14.2 Marketing and Sales Program; Sales of Units; Deposits | 105 | |||
Section 14.3 Sale of Units and Payment of Release Price | 106 | |||
Section 14.4 Application of Excess Cash Flow | 106 | |||
Section 14.5 Sale of Parking Spaces | 106 | |||
ARTICLE 15 THE ADMINISTRATIVE AGENT | 107 | |||
Section 15.1 Appointment, Powers and Immunities | 107 | |||
Section 15.2 Reliance by Administrative Agent | 108 | |||
Section 15.3 Defaults | 108 | |||
Section 15.4 Rights as a Lender | 111 | |||
Section 15.5 Standard of Care; Indemnification | 111 | |||
Section 15.6 Non Reliance on Administrative Agent and Other Lenders | 111 | |||
Section 15.7 Failure to Act | 112 | |||
Section 15.8 Resignation of Administrative Agent | 112 | |||
Section 15.9 Consents under Loan Documents | 112 | |||
Section 15.10 Authorization | 113 | |||
Section 15.11 Reserved | 113 | |||
Section 15.12 Defaulting Lenders | 113 | |||
Section 15.13 Liability of the Administrative Agent | 114 | |||
Section 15.14 Transfer of Agency Function | 115 | |||
ARTICLE 16 AMENDMENT AND RESTATEMENT | 115 | |||
ARTICLE 17 RELEASE | 115 |
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EXHIBIT A | - | LEGAL DESCRIPTION OF PROJECT | ||
EXHIBIT B | - | RESERVED | ||
EXHIBIT C | - | RESERVED | ||
EXHIBIT D | - | FORM OF ASSIGNMENT AND ACCEPTANCE | ||
EXHIBIT E | - | FORM OF NOTICE OF CONVERSION/CONTINUATION | ||
SCHEDULE 1(a) | - | COMMITMENTS | ||
SCHEDULE 1(b) | - | MINIMUM SALES PRICE SCHEDULE | ||
SCHEDULE 1(c) | - | UNIT RELEASE SCHEDULE | ||
SCHEDULE 2.1 | - | ADVANCE AND CONSTRUCTION COMPLETION CONDITIONS | ||
SCHEDULE 2.4(1) | - | WIRE INSTRUCTIONS | ||
SCHEDULE 7.3 | - | LITIGATION | ||
SCHEDULE 7.23 | - | PROJECT BUDGET | ||
SCHEDULE 7.27 | - | ORGANIZATIONAL CHART | ||
SCHEDULE 7.30 | - | LIST OF MORTGAGE LOAN DOCUMENTS |
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Number of Business | ||||
Notice | Days Prior | |||
Optional Prepayment | 3 | |||
Conversions into, Continuations as, or borrowings in Base Rate Loans | 3 | |||
Conversions into, Continuations as, borrowings in or changes in duration of Interest Period for, Eurodollar Loans (subject to Section 2.4(6)) | 3 |
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1 | Eurohypo to confirm. |
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RELEASE PRICES; SALE OF UNITS
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LENDER: | EUROHYPO AG, NEW YORK BRANCH | |||
By: | /s/ John Lippmann | |||
Name: | John Lippmann | |||
Title: | Director | |||
By: | /s/ Stephen Cox | |||
Name: | Stephen Cox | |||
Title: | Director | |||
New York Branch:
1114 Avenue of the Americas, 29th Floor
New York, New York 10036
Attention: Peter Tzelios
Telecopier No.: (866) 267-7680
1114 Avenue of the Americas, 29th Floor
New York, New York 10036
Attention: Head of Portfolio Operations
Telecopier No.: (866) 267-7680
555 West Fifth Street, Suite 3500
Los Angeles, California 90013
Attention: Marc D. Young, Esq.
Telecopier No.: (213) 892-5454
S-1
BORROWER: | 1100 WEST HOLDINGS, LLC, a Delaware limited liability company | |||||||||||
By: | 1100 West Holdings II, LLC, a Delaware limited liability company | |||||||||||
By: | Mondrian Miami Investment LLC, a Delaware limited liability company | |||||||||||
By: | Morgans Group LLC, a Delaware limited liability company | |||||||||||
By: | /s/ Marc Gordon | |||||||||||
By: | Sanctuary West Avenue LLC, a Delaware limited liability company | |||||||||||
By: | /s/ Abraham Galbut | |||||||||||
Name: | Abraham Galbut | |||||||||||
Title: |
Address for Notices: | - and - | |||
c/o Sanctuary Holdings 4770 Biscayne Boulevard Miami, Florida 33137 Attention: Abraham Galbut Telecopier: (786) 427-6203 | Greenburg Traurig 1221 Brickell Avenue Miami, Florida 33131 Attention: Steven Goldman, Esq. Telecopier: (305) 961-5561 | |||
With copies to: | - and - | |||
Mondrian Miami Investment LLC c/o Morgans Hotel Group 475 10th Avenue New York, New York 10018 Attention: Marc Gordon Telecopier: (212) 277-4270 | McDermott Will & Emery LLP 340 Madison Avenue New York, New York 10017 Attention: Keith M. Pattiz, Esq. Telecopier: (212) 547-5444 |
S-2
a Delaware limited liability company
By: | MORGANS GROUP LLC, a Delaware limited liability company | |||||||||||||||||||
By: | Morgans Hotel Group Co., a Delaware corporation | |||||||||||||||||||
By: | /s/ Marc Gordon | |||||||||||||||||||
Name: | Marc Gordon | |||||||||||||||||||
Title: | Authorized Signatory | |||||||||||||||||||
SANCTUARY WEST AVENUE LLC, a Delaware limited liability company | ||||||||||||||||||||
By: | /s/ Abraham Galbut | |||||||||||||||||||
Name: Abraham Galbut | ||||||||||||||||||||
Title: |
S-3
ADMINISTRATIVE AGENT: | EUROHYPO AG, NEW YORK BRANCH, as Administrative Agent | |||
By: | /s/ John Lippmann | |||
Name: | John Lippmann | |||
Title: | Director | |||
By: | /s/ Stephen Cox | |||
Name: | Stephen Cox | |||
Title: | Director | |||
New York Branch:
1114 Avenue of the Americas, 29th Floor
New York, New York 10036
Telecopier No.: (866) 267-7680
With copies to:
1114 Avenue of the Americas, 29th Floor
New York, New York 10036
Telecopier No.: (866) 267-7680
555 West Fifth Street, Suite 3500
Los Angeles, California 90013
Attention: Marc D. Young, Esq.
Telecopier No.: (213) 892-5454
S-4
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JOINDER PARTIES: | ||||||
/s/ | Abraham Galbut | |||||
ABRAHAM GALBUT | ||||||
/s/ | Keith Menin | |||||
KEITH MENIN | ||||||
/s/ | Seth Frohlich | |||||
SETH FROHLICH | ||||||
MORGANS GROUP LLC, | ||||||
a Delaware limited liability company | ||||||
By: | Morgans Hotel Group Co., | |||||
a Delaware corporation, | ||||||
its managing member |
By: | /s/ Marc Gordon | |||
Name: | Marc Gordon | |||
Title: | CIO |
S-1
A-1
A-2
B-1
D-1
Percentage Assigned of Facility/Commitment (set forth, to at least 4 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) | ||||||||
Principal Amount Assigned | ||||||||
Current Outstanding | ||||||||
Loans Assigned: | $ | %2 | ||||||
Future Funding Commitment: | $ | |||||||
[Fees Assigned (if any):] | % |
[NAME OF ASSIGNOR], as Assignor | ||||
By: | ||||
Name: | ||||
Title: | ||||
[NAME OF ASSIGNEE], as Assignee | ||||
By: | ||||
Name: | ||||
Title: | ||||
1 | Must be at least five Business Days after execution hereof by all required parties. | |
2 | Delete if no future advances are involved. |
D-2
EUROHYPO AG, NEW YORK BRANCH, as Administrative Agent | ||||
By: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: |
3 | Consent to be included to the extent required by Section 11.24(2) of the Agreement. |
D-3
Annex 1-1
Annex 1-2
as Administrative Agent
1114 Avenue of the Americas, 29th Floor
New York, New York 10036
Attn: Loan Servicing
Re: | Amended and Restated Mezzanine Loan Agreement dated as of [_________], 2008 (as the same may be amended, modified or supplemented from time to time, the “Agreement”) by and among 1100 WEST HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party to the Agreement (the “Lenders”), and EUROHYPO AG, NEW YORK BRANCH, as Administrative Agent on behalf of the Lenders (the “Administrative Agent”) |
E-1
1100 WEST HOLDINGS, LLC, a Delaware limited liability company | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
E-2
to Notice of Conversion/Continuation
A. | All conversions and continuations must be of a Loan, or portion thereof, in a principal amount of $1,000,000 or a multiple of $100,000 in excess thereof. |
B. | Conversions/continuations to a Eurodollar Loan under paragraphs (2) and (3) below are not permitted if, after giving effect to thereto, (a) there would be more than five (5) different Eurodollar Loans in effect, or (b) the aggregate outstanding principal amount of all Eurodollar Loans would be reduced to be less than $1,000,000. |
(1) | Conversion of a Eurodollar Loan into a Base Rate Loan. | ||
The following Eurodollar Loan to a Base Rate Loan: |
Amount: | $ | |||
Requested Conversion Date: (must be a Business Day at least three (3) Business Days after date of notice) | ||||
Last day of current Interest Period: |
(2) | Conversion of a Base Rate Loan into a Eurodollar Loan. | ||
The following Base Rate Loan to a Eurodollar Loan: |
Amount: | $ | |||
Requested Conversion Date: (must be a Business Day at least three (3) Business Days after date of notice) | ||||
Requested Interest Period: (14 days or 1, 2, 3, or 6 months) |
(3) | Continuation of a Eurodollar Loan into a Subsequent Interest Period. | ||
The following Eurodollar Loan into a subsequent Interest Period: |
Amount: | $ | |||
Last day of current Interest Period: (must be a Business Day at least three (3) Business Days after date of notice) | ||||
Requested Interest Period: (14 days or 1, 2, 3, or 6 months) |
1-1
LENDER | COMMITMENT | |||
Eurohypo AG, New York Branch | $ | 28,000,000 |
Schedule 1(a) - 1
Schedule 1(b) - 1
Schedule 1(c) - 1
ADVANCE AND CONSTRUCTION COMPLETION CONDITIONS
Schedule 2.1 - 1
Schedule 2.1 - 2
Schedule 2.1 - 3
Schedule 2.4 - 1
Schedule 7.3
Schedule 7.23 - 1
Schedule 7.27
1. | Amended and Restated Loan Agreement dated as of the date hereof, between Mortgage Borrower, Mortgage Loan Administrative Agent, Mortgage Lenders, and Borrower, together with Joinder Agreement executed by Joinder Parties. |
2. | Amended and Restated Substitute Promissory Note A-1 dated as of the date hereof, in the principal amount of $27,024,385.82, executed by Mortgage Borrower in favor of CIT Lending Services. |
3. | Amended and Restated Substitute Promissory Note A-2 dated as of the date hereof, in the principal amount of $26,373,195.74, executed by Mortgage Borrower in favor of KBC Bank NV. |
4. | Amended and Restated Substitute Promissory Note B dated as of the date hereof, in the principal amount of $31,278,947.05, executed by Mortgage Borrower in favor of Eurohypo AG, New York Branch. |
5. | Mortgage, Security Agreement, Fixture Filing and Assignment of Rents and Leases dated as of August 8, 2006, by Mortgage Borrower to Mortgage Loan Administrative Agent. |
6. | Assignment of Leases, Rents and Security Deposits dated as of August 8, 2006, by Mortgage Borrower in favor of Mortgage Loan Administrative Agent. |
7. | Collateral Assignment of Contracts, Developer Rights, Licenses, Permits, Warranties and Approvals dated as of August 8, 2006, by Mortgage Borrower to Mortgage Loan Administrative Agent. |
8. | Hazardous Substances Indemnity Agreement dated as of August 8, 2006, by Mortgage Borrower, Galbut, and Morgans LLC to and for the benefit of Mortgage Loan Administrative Agent. |
9. | Limited Guarantee dated as of August 8, 2006, by Galbut in favor of Mortgage Loan Administrative Agent. |
10. | Second Amended and Restated Completion Guaranty dated as of the date hereof, by Joinder Parties in favor of Mortgage Loan Administrative Agent. |
11. | Hotel Manager’s Consent and Subordination of Management Agreement dated as of August 8, 2006, by Mortgage Borrower and Hotel Manager in favor of Mortgage Loan Administrative Agent. |
12. | Project Manager’s Consent and Subordination of Management Agreement dated as of August 8, 2006, by Mortgage Borrower and Hotel Manager in favor of Mortgage Loan Administrative Agent. |
13. | Agency and Arrangement Fee Letter dated as of August 8, 2006, by Mortgage Loan Administrative Agent and agreed and accepted by Mortgage Borrower. |
14. | Amendment to Fee Letter dated as of September 6, 2007, by Mortgage Loan Administrative Agent and agreed and accepted by Mortgage Borrower. |
15. | Second Amended and Restated Cash Management and Security Agreement dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Administrative Agent, Hotel Manager, and Regions Bank. |
16. | First Amendment to Mortgage, Security Agreement, Fixture Filing and Assignment of Rents and Leases dated as of December 19, 2006, by Mortgage Borrower to Mortgage Loan Administrative Agent. |
17. | Second Amendment to Mortgage, Security Agreement, Fixture Filing and Assignment of Rents and Leases dated as of September 6, 2007, by Mortgage Borrower to Mortgage Loan Administrative Agent |
18. | Third Amendment to Mortgage, Security Agreement, Fixture Filing and Assignment of Rents and Leases dated as of April 25, 2008, by Mortgage Borrower to Mortgage Loan Administrative Agent. |
19. | Fourth Amendment to Mortgage, Security Agreement, Fixture Filing and Assignment of Rents and Leases dated as of the date hereof, by Mortgage Borrower to Mortgage Loan Administrative Agent. |
20. | Subordination and Standstill Agreement dated as of the date hereof, by Mortgage Loan Administrative Agent, Administrative Agent, Mortgage Borrower, Borrower, 1100 West Holdings II, LLC and RMF Capital LLC. |
21. | Omnibus Amendment to and Reaffirmation of Loan Documents dated as of the date hereof, by Mortgage Borrower, Borrower, and Joinder Parties for the benefit of Mortgage Loan Administrative Agent. |
22. | Assignment of Construction Contract dated as of the date hereof, by Mortgage Borrower to Mortgage Loan Administrative Agent. |
23. | Consent and Agreement of Construction Manager dated as of the date hereof, by G.T. Construction and Development, Inc. to Mortgage Loan Administrative Agent. |
24. | Reaffirmation of Hotel Manager’s Consent and Subordination of Manager’s Agreement and Technical Services Agreement dated as of the date hereof, by Hotel Manager for the benefit of Mortgage Loan Administrative Agent. |
25. | Assignment, Pledge and Security Agreement (Hedge Agreement) dated as of the date hereof, by Mortgage borrower for the benefit of Mortgage Loan Administrative Agent. |
26. | Intercreditor Agreement dated as of April 25, 2008 by and between Mortgage Loan Administrative Agent and Administrative Agent agreed and acknowledged by KBC Bank NV and CIT Lending Services. |