GUARANTY AGREEMENTGuaranty Agreement • August 14th, 2017 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of July 7, 2017, by BSHH LLC, a Delaware limited liability company, having an address at c/o Blackstone Real Estate Advisors, L.P., 345 Park Avenue, New York, New York 10154 (together with its successors and permitted assigns, “Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, New York, New York 10036, BANK OF AMERICA, N.A., a national banking association, having an office at c/o Capital Markets Servicing Group, 900 West Trade Street, Suite 650, Mail Code: NC1-026-06-01, Charlotte, North Carolina 28255, CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179, collectively, as payee (tog
LOAN AGREEMENT Dated as of July 7, 2017 By and Among THE ENTITIES SET FORTH ON SCHEDULE I ATTACHED HERETO, collectively, as Borrower and BRE SELECT HOTELS OPERATING LLC, as Operating Lessee and MORGAN STANLEY BANK, N.A., BANK OF AMERICA, N.A.,...Loan Agreement • August 14th, 2017 • BRE Select Hotels Corp • Real estate investment trusts • New York
This LOAN AGREEMENT, dated as of July 7, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, New York, New York 10036 (“MSB”), BANK OF AMERICA, N.A., a national banking association, having an office at c/o Capital Markets Servicing Group, 900 West Trade Street, Suite 650, Mail Code: NC1-026-06-01, Charlotte, North Carolina 28255 (“BOA”), CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013 (“CGMRC”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“JPM”, and together with MSB, BOA, CGMRC and their respective successors and/or assigns, each a “Co-Lender” and, collectively, “Lender”), BRE SELECT HOTELS OPERATING LLC, a Delaware limited liability company, having its principal p
VOTING AGREEMENTVoting Agreement • January 18th, 2013 • BRE Select Hotels Corp • Delaware
This VOTING AGREEMENT, dated as of November 29, 2012 (this “Agreement”) is entered into by and among BRE Select Hotels Holdings LP, a Delaware limited partnership (“Buyer”) and GLADE M. KNIGHT (the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
PLEDGE AND SECURITY AGREEMENT (MEZZANINE A LOAN) Dated as of September 3, 2013 among BRE Select Hotels Mezz 1A LLC, as Pledgor And PRINCIPAL LIFE INSURANCE COMPANY, and COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY, and FIDELITY SECURITIES FUND:...Pledge and Security Agreement • November 13th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
PLEDGE AND SECURITY AGREEMENT (MEZZANINE A LOAN) (this “Agreement”), dated as of September 3, 2013, made by BRE Select Hotels Mezz 1A LLC, with an address at c/o Blackstone Real Estate Advisors VII L.P., 345 Park Avenue, New York, New York 10154 (“Pledgor”), in favor of PRINCIPAL LIFE INSURANCE COMPANY, having an address at c/o Principal Real Estate Investors, 801 Grand Avenue, Des Moines, Iowa 50392, COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY, having an address at 132 Turnpike Road, Suite 210, Southborough, Massachusetts 01772, FIDELITY SECURITIES FUND: FIDELITY REAL ESTATE INCOME FUND, having an address at c/o Fidelity Management & Research Company, 245 Summer Street, 13th Floor, Boston, Massachusetts 02210, FIDELITY SECURITIES FUND: FIDELITY SERIES REAL ESTATE INCOME FUND, having an address at c/o Fidelity Management & Research Company, 245 Summer Street, 13th Floor, Boston, Massachusetts 02210, FIDELITY SALEM STREET TRUST: FIDELITY STRATEGIC REAL RETURN FUND, c/o Fidelity Mana
ASSIGNMENT AND TRANSFER AGREEMENTAssignment and Transfer Agreement • January 18th, 2013 • BRE Select Hotels Corp • Delaware
This Assignment and Transfer Agreement (the “Agreement”), dated as of November 29, 2012, by and among APPLE FUND MANAGEMENT, LLC, a Virginia limited liability company (“Apple Fund”), APPLE REIT SIX, INC., a Virginia corporation (the “Company”), Apple Nine Advisors, Inc., a Virginia corporation (“Assignee”), and, solely with respect to Sections 2.2 and 2.6 of this Agreement, Apple Seven Advisors, Inc., Apple Eight Advisors, Inc. and Apple Ten Advisors, Inc. (each, an “Other Apple Entity” and, collectively, the “Other Apple Entities”).
MEZZANINE B LOAN AGREEMENT Dated as of May 14, 2013 by and among BRE SELECT HOTELS MEZZ 2A LLC and BRE SELECT HOTELS MEZZ 2B LLC, collectively, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP., and BANK OF AMERICA, N.A., collectively, as LenderMezzanine Loan Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS MEZZANINE B LOAN AGREEMENT, dated as of May 14, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 and BANK OF AMERICA, N.A., a national banking association, having an address at One Bryant Park, New York, New York 10036 (together with their respective successors and assigns, each, a “Co-Lender” and, collectively, “Lender”) and BRE SELECT HOTELS MEZZ 2A LLC, a Delaware limited liability company and BRE SELECT HOTELS MEZZ 2B LLC, a Delaware limited liability company (together with their respective successors and assigns, each, an “Individual Borrower” and, collectively, “Borrower”), each having its principal place of business at c/o The Blackstone Group, 345 Park Avenue, New York, New York 10154.
FEE AND LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ([STATE] – [COUNTY]) [BORROWER] and [OPERATING LESSEE], collectively, as grantor (collectively, Grantor) to [TRUSTEE], as trustee (Trustee), for the...Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing • August 14th, 2017 • BRE Select Hotels Corp • Real estate investment trusts
THIS FEE AND LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of , 2017, by [PROPERTY OWNER], a [PROPERTY OWNER ENTITY TYPE], as grantor (“Borrower”), and [OPERATING LESSEE], a [OPERATING LESSEE ENTITY TYPE], as grantor (“Operator”; and together with Borrower, collectively, “Grantor”), each having its principal place of business at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York 10154 to [TRUSTEE], having an address at [TRUSTEE ADDRESS], as trustee (“Trustee”) for the benefit of MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, New York, New York 10036, BANK OF AMERICA, N.A., a national banking association, having an office at c/o Capital Markets Servicing Group, 900 West Trade Street, Suite 650, Mail Code: NC1-026-06-01, Charlotte, North Carolina 28255, CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address
FIRST AMENDMENT TO MEZZANINE A LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of July 8, 2013 Among BRE SELECT HOTELS MEZZ 1A LLC and BRE SELECT HOTELS MEZZ 1B LLC, collectively, as Borrower and PRINCIPAL LIFE INSURANCE COMPANY, and COMMONWEALTH...Mezzanine Loan Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO MEZZANINE A LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of July 8, 2013 (this “Amendment”), is by and among PRINCIPAL LIFE INSURANCE COMPANY, having an address at c/o Principal Real Estate Investors, 801 Grand Avenue, Des Moines, Iowa 50392, COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY, having an address at 132 Turnpike Road, Suite 210, Southborough, Massachusetts 01772, FIDELITY SECURITIES FUND: FIDELITY REAL ESTATE INCOME FUND, having an address at c/o Fidelity Management & Research Company, 245 Summer Street, 13th Floor, Boston, Massachusetts 02210, FIDELITY SECURITIES FUND: FIDELITY SERIES REAL ESTATE INCOME FUND, having an address at c/o Fidelity Management & Research Company, 245 Summer Street, 13th Floor, Boston, Massachusetts 02210, FIDELITY SALEM STREET TRUST: FIDELITY STRATEGIC REAL RETURN FUND, c/o Fidelity Management & Research Company, 245 Summer Street, 13th Floor, Boston, Massachusetts 02210 and BSSF ARH HOLDING, LLC having an address at
PLEDGE AND SECURITY AGREEMENT (MEZZANINE A LOAN) Dated as of May 14, 2013 among THE ENTITIES SET FORTH ON SCHEDULE A ANNEXED HERETO, individually or collectively, as the context requires, as Pledgor and CITIGROUP GLOBAL MARKETS REALTY CORP., and BANK...Pledge and Security Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
PLEDGE AND SECURITY AGREEMENT (MEZZANINE A LOAN) (this “Agreement”), dated as of May 14, 2013, made by THE ENTITIES SET FORTH ON SCHEDULE A ANNEXED HERETO, each with an address at c/o Blackstone Real Estate Advisors VII L.P., 345 Park Avenue, New York, New York 10154 (individually or collectively, as the context requires, “Pledgor”), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (“CGMRC”) and BANK OF AMERICA, N.A., a national banking association, having an address at One Bryant Park, New York, New York 10026 (“BofA”); together with CGMRC and each of their successors and assigns, each, a “Co-Lender” and, collectively, “Lender”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 18th, 2013 • BRE Select Hotels Corp • Virginia
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made as of the 5th day of December 2012 by and between APPLE REIT TEN, INC., a Virginia corporation (“Buyer”), and APPLE REIT SIX, INC., a Virginia corporation (“Seller”).
FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of July 8, 2013 Among BRE SELECT HOTELS PROPERTIES LLC, BRE SELECT HOTELS TUSCALOOSA LLC, BRE SELECT HOTELS REDMOND LLC, BRE SELECT HOTELS AZ LLC, BRE SELECT HOTELS TX L.P., BRE...Loan Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
HEADQUARTERS TRANSFER AGREEMENTTransfer Agreement • January 18th, 2013 • BRE Select Hotels Corp • Virginia
This HEADQUARTERS TRANSFER AGREEMENT (the “Agreement”), by and between APPLE REIT SIX, INC., a Virginia corporation (“Seller”), and APPLE REIT NINE, INC., a Virginia corporation (“Purchaser”), shall be effective as of November 29, 2012 (the “Date of this Agreement”).
Property Owner] and [Operating Lessee], collectively as mortgagor (collectively, Mortgagor) to CITIGROUP GLOBAL MARKETS REALTY CORP. and BANK OF AMERICA, N.A., collectively as mortgagee (collectively, Lender) FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF...Fee and Leasehold Mortgage, Assignment of Leases and Rents, Fixture Filing and Security Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND SECURITY AGREEMENT (this “Mortgage”) is made as of May 14, 2013, by [PROPERTY OWNER], a [PROPERTY OWNER ENTITY TYPE] (“Borrower”), and [OPERATING LESSEE], a [OPERATING LESSEE ENTITY TYPE] (“Operator”; together with Borrower, collectively, “Mortgagor”), each having its principal place of business at c/o Blackstone Real Estate Advisors VII L.P., 345 Park Avenue, New York, New York 10154, collectively, as mortgagor, to CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013, and BANK OF AMERICA, N.A., a national banking association, having an address at One Bryant Park, New York, New York 10036, collectively, as mortgagee (collectively, together with their successors and/or assigns, “Lender”).
JOINDER AGREEMENT AND AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTSLoan Agreement • November 13th, 2013 • BRE Select Hotels Corp • Real estate investment trusts
THIS JOINDER AGREEMENT AND AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS (this “Joinder”) is made as of this 3rd day of September, 2013 by BRE SELECT HOTELS SOUTHEAST LLC, a Delaware limited liability company, having a principal place of business at c/o Blackstone Real Estate Advisors VII L.P., 345 Park Avenue, New York, New York 10154 (collectively, with its successors and assigns, the “Joinder Party”) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CGBAM COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013-BREH (together with its successors and assigns, “Lender”) and acknowledged and agreed as set forth below by BRE Select Hotels Properties LLC, BRE Select Hotels Tuscaloosa LLC, BRE Select Hotels Redmond LLC, BRE Select Hotels AZ LLC, and BRE Select Hotels Clearwater LLC, each a Delaware limited liability company, and BRE Select Hotels TX L.P., BRE Select Hotels NC L.P., each a Delaware limited partnership (togeth
SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of July 22, 2013 Among BRE SELECT HOTELS PROPERTIES LLC, BRE SELECT HOTELS TUSCALOOSA LLC, BRE SELECT HOTELS REDMOND LLC, BRE SELECT HOTELS AZ LLC, BRE SELECT HOTELS TX L.P., BRE...Loan Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of July 22, 2013 (this “Amendment”), is by and among CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 and BANK OF AMERICA, N.A., a national banking association, having an address at One Bryant Park, New York, New York 10036 (together with their respective successors and assigns, each, a “Co-Lender” and, collectively, “Lender”), BRE SELECT HOTELS PROPERTIES LLC, a Delaware limited liability company, BRE SELECT HOTELS TUSCALOOSA LLC, a Delaware limited liability company, BRE SELECT HOTELS REDMOND LLC, a Delaware limited liability company, BRE SELECT HOTELS AZ LLC, a Delaware limited liability company, BRE SELECT HOTELS TX L.P., a Delaware limited partnership, BRE SELECT HOTELS NC L.P., a Delaware limited partnership and BRE SELECT HOTELS CLEARWATER LLC, a Delaware limited liability company (together with their respective
FIRST AMENDMENT TO MEZZANINE B LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of July 8, 2013 Among BRE SELECT HOTELS MEZZ 2A LLC and BRE SELECT HOTELS MEZZ 2B LLC, collectively, as Borrower and LIBREMAX MASTER FUND, LTD., as LenderMezzanine B Loan Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO MEZZANINE B LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of July 8, 2013 (this “Amendment”), is by and among LIBREMAX MASTER FUND, LTD., having an address at c/o LibreMax Capital, LLC, 600 Lexington Avenue, 19th Floor, New York, New York 10022 (together with its successors and assigns, “Lender”), BRE SELECT HOTELS MEZZ 2A LLC, a Delaware limited liability company and BRE SELECT HOTELS MEZZ 2B LLC, a Delaware limited liability company (together with their respective successors and assigns, each, an “Individual Borrower” and, collectively, “Borrower”), each having its principal place of business at c/o The Blackstone Group, 345 Park Avenue, New York, New York 10154. All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement (as defined below).
