GUARANTY AGREEMENT (Mezzanine A)Guaranty Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT (the “Guaranty”) is executed as of May 14, 2013 by BRE SELECT HOTELS CORP, a Delaware corporation, having its principal place of business at c/o Blackstone Real Estate Advisors VII L.P., 345 Park Avenue, New York, New York 10154 (together with its successors and permitted assigns, referred to as “Guarantor”), for the benefit of 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”).
LOAN AGREEMENT Dated as of May 14, 2013 by and 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 SELECT HOTELS NC L.P. and BRE SELECT...Loan Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS 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”), 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 (t
PLEDGE AND SECURITY AGREEMENT (MEZZANINE B 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 B 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”).
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 B 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.
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 a Loan Agreement and Other Loan Documents • 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”).
MEZZANINE A LOAN AGREEMENT Dated as of May 14, 2013 by and among BRE SELECT HOTELS MEZZ 1A LLC and BRE SELECT HOTELS MEZZ 1B LLC, collectively, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP., and BANK OF AMERICA, N.A., collectively, as LenderMezzanine a Loan Agreement • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
THIS MEZZANINE A 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 1A LLC, a Delaware limited liability company and BRE SELECT HOTELS MEZZ 1B 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.
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 and Other Loan Documents • August 14th, 2013 • BRE Select Hotels Corp • Real estate investment trusts • New York
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...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”).
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 and Other Loan Documents • 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 and Other Loan Documents • 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).
