MEZZANINE ASSIGNMENT AND ASSUMPTION AGREEMENTMezzanine Assignment and Assumption Agreement • November 20th, 2017 • IMH Financial Corp • Real estate • New York
THIS MEZZANINE ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of the 6th day of November, 2017 (the “Funding Date”), among 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 (“Assignor”) and IMH ONE WESTCHASE MEZZ, LLC, a Delaware limited liability company, having an address at c/o IMH Financial Corporation, 7001 N. Scottsdale Rd., Suite 2050, Scottsdale, Arizona 85253 (“Assignee”).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 20th, 2017 • IMH Financial Corp • Real estate
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of September 28, 2017, is made by and between 29 EAST MACARTHUR, LLC, a California limited liability company (“Seller”) and L’AUBERGE DE SONOMA, LLC, a Delaware limited liability company (“Purchaser”).
BUILDING LOAN AGREEMENT/DISBURSEMENT SCHEDULEBuilding Loan Agreement • November 20th, 2017 • IMH Financial Corp • Real estate • California
THIS BUILDING LOAN AGREEMENT/DISBURSEMENT SCHEDULE (this “Agreement”) is made and entered into as of October 2, 2017, by and among L’AUBERGE DE SONOMA, LLC, a Delaware limited liability company (“Borrower”), MIDFIRST BANK, a federally chartered savings association (“Agent”), and each bank, including Agent, named on the signature pages hereto and such other banks as may from time to time become a party to this Agreement pursuant to the terms hereof (each, including Agent, a “Bank”, and collectively, “Banks”); with reference to the following facts:
PROMISSORY NOTEPromissory Note • November 20th, 2017 • IMH Financial Corp • Real estate • California
FOR VALUE RECEIVED, L’AUBERGE DE SONOMA, LLC, a Delaware limited liability company (“Borrower”), promises and agrees to pay to the order of MIDFIRST BANK, a federally chartered savings association (“Agent”), and each bank, including Agent, named on the signature pages hereto and such other banks as may from time to time become a party to this Agreement pursuant to the terms hereof (each, including Agent, a “Bank”, and collectively, “Banks”), in lawful money of the United States of America, the principal sum of Thirty-Two Million Three Hundred Thousand and No/100 Dollars ($32,300,000.00) (the “Loan”), or so much thereof as may be advanced and outstanding under the Building Loan Agreement of even date herewith between Borrower and Agent (the “Loan Agreement”), with interest on the unpaid principal sum owing thereunder at the rate or rates or in the amounts computed in accordance with the Loan Agreement, together with all other amounts due Agent under the Loan Agreement, all payable in th
COMPLETION GUARANTYCompletion Guaranty • November 20th, 2017 • IMH Financial Corp • Real estate • California
THIS COMPLETION GUARANTY (“Guaranty”) is executed as of October 2, 2017, IMH FINANCIAL CORPORATION, a Delaware corporation (“Guarantor”), jointly and severally, for the benefit of MIDFIRST BANK, a federally chartered savings association (“Agent”), and each bank, including Agent, named on the signature pages hereto and such other banks as may from time to time become a party to this Agreement pursuant to the terms hereof (each, including Agent, a “Bank”, and collectively, “Banks”), with reference to the following facts.
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • November 20th, 2017 • IMH Financial Corp • Real estate • California
This Assignment and Assumption of Purchase Agreement (this “Assignment”), dated as of September 25, 2017 (the “Effective Date”), is by and between IMH FINANCIAL CORPORATION, a Delaware corporation, having an office at 7001 North Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253 (“Assignor”) and L’AUBERGE DE SONOMA, LLC, a Delaware limited liability company, having an office at 7001 North Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253 (“Assignee”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 20th, 2017 • IMH Financial Corp • Real estate
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of September 29, 2017, is made by and between 29 EAST MACARTHUR, LLC, a California limited liability company (“Seller”) and L’AUBERGE DE SONOMA, LLC, a Delaware limited liability company (“Purchaser”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 20th, 2017 • IMH Financial Corp • Real estate • California
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of September 1, 2017, is made by and between 29 EAST MACARTHUR, LLC, a California limited liability company (“Seller”) and IMH FINANCIAL CORPORATION, a Delaware corporation (“Purchaser”).
CONTINUING GUARANTYContinuing Guaranty • November 20th, 2017 • IMH Financial Corp • Real estate • California
IMH FINANCIAL CORPORATION, a Delaware corporation (“Guarantor”), executed this Continuing Guaranty (this "Guaranty") on October 2, 2017 (the "Effective Date"), in favor of MIDFIRST BANK, a federally chartered savings association (“Agent”), and each bank, including Agent, named on the signature pages hereto and such other banks as may from time to time become a party to this Agreement pursuant to the terms hereof (each, including Agent, a “Bank”, and collectively, “Banks”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 20th, 2017 • IMH Financial Corp • Real estate • California
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 2nd day of August, 2017 (“Effective Date”), by and between 29 EAST MACARTHUR, LLC, a California limited liability company (“Seller”) and IMH FINANCIAL CORPORATION, a Delaware corporation (“Purchaser”). (Seller and Purchaser are sometimes referred to herein individually as a “Party,” and collectively as the “Parties”).
