LOAN AND SECURITY AGREEMENT Dated as of February 9, 2005 Between CNL HOTEL DEL PARTNERS, LP, as Borrower and GERMAN AMERICAN CAPITAL CORPORATION, as LenderLoan and Security Agreement • March 16th, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • New York
THIS LOAN AND SECURITY AGREEMENT dated as of February __, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CNL HOTEL DEL PARTNERS, LP, a Delaware limited partnership (Borrower) having an office at c/o CNL Hotels & Resorts, Inc., Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801, and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, Lender).
MEZZANINE NOTE (Senior Mezzanine)Mezzanine Note • March 16th, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • New York
MEZZANINE NOTE (Senior Mezzanine), dated as of February 9, 2005 (this Mezzanine Note), by CNL HOTEL DEL SENIOR MEZZ PARTNERS, LP, a Delaware limited partnership (Mezzanine Borrower) having an office at c/o CNL Hotels & Resorts, Inc., Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801, in favor of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, Mezzanine Lender), having an office at 60 Wall Street, 10th Floor, New York, New York 10005.
MEZZANINE LOAN AND SECURITY AGREEMENT (Intermediate Mezzanine) Dated as of February 9, 2005 Between CNL HOTEL DEL INTERMEDIATE MEZZ PARTNERS, LP as Mezzanine Borrower and GERMAN AMERICAN CAPITAL CORPORATION, as Mezzanine LenderMezzanine Loan and Security Agreement • March 16th, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • New York
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (Intermediate Mezzanine), dated as of February 9, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CNL HOTEL DEL INTERMEDIATE MEZZ PARTNERS, LP, a Delaware limited partnership (Mezzanine Borrower) having an office c/o CNL Hotels & Resorts, Inc., Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801 and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, Mezzanine Lender).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • New York
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 9, 2005, but effective as of October 13, 2004, is made by and among CNL HOSPITALITY PARTNERS, LP, a limited partnership organized under the laws of the state of Delaware (the “Borrower”); CNL HOTELS & RESORTS, INC., a corporation organized under the laws of the State of Maryland (“CNL REIT”) as a Guarantor; DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as a Lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”); and the other Lenders party to the Loan Agreement (as hereinafter defined).
NOTECNL Hotels & Resorts, Inc. • March 16th, 2005 • Lessors of real property, nec • New York
NOTE, dated as of February 9, 2005 (this Note), by CNL HOTEL DEL PARTNERS LP, a Delaware limited partnership (Borrower), having an office at c/o CNL Hotels & Resorts, Inc., Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801, in favor of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, Lender), having an office at 60 Wall Street, 10th Floor, New York, New York 10005.
LIMITED RENT GUARANTYLimited Rent Guaranty • March 16th, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • Maryland
THIS LIMITED RENT GUARANTY (this “Guaranty”) is made as of the 30th day of December, 2004 (the “Effective Date”), by and among Marriott International, Inc., a Delaware corporation (“Guarantor”), and CNL Philadelphia Annex, LLC, a Delaware limited liability company formerly known as Courtyard Annex, L.L.C. (“Landlord”).
MEZZANINE LOAN AND SECURITY AGREEMENT (Senior Mezzanine) Dated as of February 9, 2005 Between CNL HOTEL DEL SENIOR MEZZ PARTNERS, LP as Mezzanine Borrower and GERMAN AMERICAN CAPITAL CORPORATION, as Mezzanine LenderMezzanine Loan and Security Agreement • March 16th, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • New York
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (Senior Mezzanine), dated as of February 9, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CNL HOTEL DEL SENIOR MEZZ PARTNERS, LP, a Delaware limited partnership (Mezzanine Borrower) having an office c/o CNL Hotels & Resorts, Inc, Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801 and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, Mezzanine Lender).
