ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of February 27, 2015, by AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an office at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022, AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation, having an office at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022, Nicholas S. Schorsch, an individual, William M. Kahane, an individual, Edward M. Weil, Jr., an individual, and Peter M. Budko, an individual (each of the foregoing, an “Indemnitor”, and together with their respective permitted successors and assigns, collectively, “Indemnitors”), in favor of W2007 EQUITY INNS PARTNERSHIP, L.P., a Tennessee limited partnership, and W2007 EQUITY INNS TRUST, a Maryland trust, each having an office at c/o Goldman Sachs Realty Management, L.P., 6011 Connection Drive, Irving, Texas 75039 (collectively, and together wit
LOAN AGREEMENT Dated as of April 11, 2014 Among W2007 EQUITY INNS REALTY, LLC, and W2007 EQUITY INNS REALTY, L.P., collectively, as Borrower and GERMAN AMERICAN CAPITAL CORPORATION, as LenderLoan Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of April 11, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, “Lender”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, W2007 EQUITY INNS REALTY, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “LLC Borrower”) and W2007 EQUITY INNS REALTY, L.P., a Delaware limited partnership (together with its permitted successors and assigns, “LP Borrower”), each having an address at c/o Goldman Sachs & Co., 6011 Connection Drive, Irving, Texas 75039 (together with their respective permitted successors and assigns, collectively, “Borrower” and each sometimes referred to herein individually as an “Individual Borrower”).
MEZZANINE LOAN AGREEMENT Dated as of April 11, 2014 Between WNT MEZZ I, LLC, as Borrower and GERMAN AMERICAN CAPITAL CORPORATION, as LenderMezzanine Loan Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
THIS RECOGNITION AGREEMENT (“Agreement”) is made as of the [ ] day of [ ], 20[ ], by and between [ ], a [ ], having an address at [ ] (“Lender”), and [ ], a [ ], having an address at [ ] (“Holdco Preferred Equity Holder”).
ASSUMPTION AND RELEASE AGREEMENTAssumption and Release Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
THIS ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”) is entered into and made effective as of the 27th day of February, 2015 (the “Effective Date”), by and among W2007 EQUITY INNS REALTY, LLC, a Delaware limited liability company (“LLC Original Borrower”), and W2007 EQUITY INNS REALTY, L.P., a Delaware limited partnership (“LP Original Borrower”; LLC Original Borrower and LP Original Borrower are individually and collectively, as the context may require, referred to as “Original Borrower”), each with a mailing address at c/o Goldman Sachs & Co., 200 West Street, New York, New York 10282, ARC HOSPITALITY PORTFOLIO I OWNER, LLC, a Delaware limited liability company (“LLC New Borrower”), ARC HOSPITALITY PORTFOLIO I BHGL OWNER, LLC, a Delaware limited liability company (“BHGL New Borrower”), ARC HOSPITALITY PORTFOLIO I PXGL OWNER, LLC, a Delaware limited liability company (“PXGL New Borrower”), ARC HOSPITALITY PORTFOLIO I GBGL OWNER, LLC, a Delaware limited liability company (“GBGL New
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of June 18, 2014 (the “Effective Date”) by and among GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, “Lender”), W2007 EQUITY INNS REALTY, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “LLC Borrower”) and W2007 EQUITY INNS REALTY, L.P., a Delaware limited partnership (together with its permitted successors and assigns, “LP Borrower”). LLC Borrower and LP Borrower may be referred to herein, individually or collectively, as the context may require as determined by Lender, as “Borrower”.
AMENDMENT TO PURCHASE OPTION AGREEMENTPurchase Option Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
This Amendment to Purchase Option Agreement (this “Amendment”), dated as of February 1, 2012, by and between W2007 Equity Inns Intermediate Mezz I, LLC (together with its permitted successors and assigns, “Grantor”) and MTGLQ Investors, L.P. (together with its permitted successors and assigns, “Holder”), amends that certain Purchase Option Agreement, dated as of June 29, 2009, between Goldman Sachs Lending Partners LLC (“GSLP,” predecessor-in-interest to Holder) and Grantor (the “Option Agreement”; all capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Option Agreement).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”), dated as of July 13, 2012 (the “Effective Date”), is made by and between MTGLQ Investors, L.P., a Delaware limited partnership, having an address at 200 West Street, New York, New York 10282 (“Assignor”), and WNT Holdings, LLC, a Delaware limited liability company, having an address at 200 West Street, New York, New York, 10282 (collectively, the “Assignee”).
AMENDED AND RESTATED KEEPWELL AGREEMENT By and Between W2007 GRACE I, LLC and W2007 GRACE ACQUISITION I, INC.Keepwell Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
This AMENDED AND RESTATED KEEPWELL AGREEMENT, effective as of the 25th day of October, 2007 (this “Agreement”), by and between W2007 GRACE I, LLC, a Tennessee limited liability company (the “Obligor”), and W2007 GRACE ACQUISITION I, INC., a Tennessee limited liability company (the “Obligee”).
ASSUMPTION AND RELEASE AGREEMENT (MEZZANINE)Assumption and Release Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
THIS ASSUMPTION AND RELEASE AGREEMENT (MEZZANINE) (this “Agreement”) is entered into and made effective as of the 27th day of February, 2015 (the “Effective Date”), by and among WNT MEZZ I, LLC, a Delaware limited liability company, with a mailing address at c/o Goldman Sachs & Co., 200 West Street, New York, New York 10282 (“Original Borrower”), ARC HOSPITALITY PORTFOLIO I MEZZ, LP, a Delaware limited partnership, with a mailing address at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022 (“New Borrower”), U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF EQTY 2014-MZ MEZZANINE TRUST, COMMERCIAL MEZZANINE PASS-THROUGH CERTIFICATES (“Lender”), with a mailing address at c/o Berkadia Commercial Mortgage LLC, 323 Norristown Road, Suite 300, Ambler, Pennsylvania 19002 (“Berkadia”), WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007, a Delaware limited partnership (“Whitehall Street Global”), and WHITEHALL PARALLEL GLOBAL REAL ESTATE LIM
ContractPurchase Option Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts
This PURCHASE OPTION AGREEMENT (this “Agreement”), dated as of June 29, 2009, is entered into among W2007 Equity Inns Intermediate Mezz I, LLC, a Delaware limited liability company (“Grantor”), and Goldman Sachs Lending Partners LLC, a limited liability company organized under the laws of the State of Delaware (“Holder”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of September 30, 2011, is entered into by and between Goldman Sachs Lending Partners LLC, a Delaware limited liability company (“Assignor”) and MTGLQ Investors, L.P., a Delaware limited partnership (“Assignee”).
MANDATORY REDEMPTION GUARANTYMandatory Redemption Guaranty • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
This MANDATORY REDEMPTION GUARANTY (this “Guaranty”) is executed as of February 27, 2015, by AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation, having an office at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022, Nicholas S. Schorsch, an individual, William M. Kahane, an individual, Edward M. Weil, Jr., an individual, and Peter M. Budko, an individual (each of the foregoing, a “Guarantor”, and collectively, “Guarantors”), for the benefit of W2007 EQUITY INNS PARTNERSHIP, L.P., a Tennessee limited partnership, and W2007 EQUITY INNS TRUST, a Maryland trust, each having an office at c/o Goldman Sachs Realty Management, L.P., 6011 Connection Drive, Irving, Texas 75039 (collectively, and together with their respective successors and/or assigns, the “Class A Member”).
FIRST AMENDMENT TO MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
This FIRST AMENDMENT TO MEZZANINE LOAN AGREEMENT (this “Amendment”) is made as of June 18, 2014 (the “Effective Date”) by and among GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, collectively, “Lender”), and WNT MEZZ I, LLC, a Delaware limited liability company (together with its permitted successors and assigns, collectively, “Borrower”).
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
This Asset Management Agreement (the “Agreement”) is made as of October 25, 2007 (“Effective Date”) between W2007 Grace I, LLC, a Tennessee limited liability company (“Owner”), with its principal place of business at 100 Crescent Court, Suite 1000, Dallas, Texas 75201 and Archon Group, L.P., a Delaware limited partnership (“Manager”), with its principal place of business at 6011 Connection Drive, Irving, Texas 75039.
AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF W2007 EQUITY INNS PARTNERSHIP, L.P.Agreement of Limited Partnership • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • Tennessee
This Amendment to Agreement of Limited Partnership (this “Amendment”) of W2007 Equity Inns Partnership, L.P., a Tennessee Limited Partnership (the “Partnership”), is made and entered into as of March 31, 2008, by and among W2007 Grace I, LLC, a Tennessee limited liability company (“Limited Partner”) and W2007 Grace Acquisition I, Inc., a Tennessee corporation (“General Partner”).
BAD BOY GUARANTYBad Boy Guaranty • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • New York
This BAD BOY GUARANTY (this “Guaranty”) is executed as of February 27, 2015, by AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation, having an office at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022, Nicholas S. Schorsch, an individual, William M. Kahane, an individual, Edward M. Weil, Jr., an individual, and Peter M. Budko, an individual (each of the foregoing, a “Guarantor”, and collectively, “Guarantors”), for the benefit of W2007 EQUITY INNS PARTNERSHIP, L.P., a Tennessee limited partnership, and W2007 EQUITY INNS TRUST, a Maryland trust, each having an office at c/o Goldman Sachs Realty Management, L.P., 6011 Connection Drive, Irving, Texas 75039 (collectively, and together with their respective successors and/or assigns, the “Class A Member”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF W2007 EQUITY INNS PARTNERSHIP, L.P.Limited Partnership Agreement • May 1st, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • Tennessee
This Amended and Restated Agreement of Limited Partnership (this “Agreement”) of W2007 Equity Inns Partnership, L.P. (the “Partnership”) is made and entered into as of March 31, 2008 by and among W2007 Grace Acquisition I, Inc., a Tennessee corporation (the “Corporation”), W2007 Equity Inns Gen-Par, LLC and the Limited Partners set forth on Exhibit A hereto.
