LIMITED LIABILITY COMPANY AGREEMENT OF SHR ESSEX HOUSE CONDOMINIUMS HOLDINGS, LLC Dated as of September 14, 2012Limited Liability Company Agreement • November 8th, 2012 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF SHR Essex House Condominiums Holdings, LLC, dated as of September 14, 2012 (the “Effective Date”), as amended, restated, replaced, supplemented or otherwise modified from time to time (this “Agreement”), is made by and between Monroe EH Condo Investment, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Monroe”) and SHC DTRS, Inc., a Delaware corporation (together with its successors and permitted assigns, “SHR”).
LOAN AGREEMENT amongLoan Agreement • November 8th, 2012 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS LOAN AGREEMENT (together with the schedules and exhibits hereto, collectively, this “Agreement”) is made as of September 14, 2012 by and among each LENDER FROM TIME TO TIME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., a national banking association as Administrative Agent, SHR ESSEX HOUSE, LLC, a Delaware limited liability company (“Hotel Owner”), SHR ESSEX HOUSE CONDOMINIUMS, LLC, a Delaware limited liability company (“Residential Owner”; together with Hotel Owner, collectively, “Borrowers” and each individually a “Borrower”), and DTRS ESSEX HOUSE, LLC, a Delaware limited liability company (“Operating Lessee”), who agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2012 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2012, is made among Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), Monroe EH Holdings Trust, a Maryland corporation (“Monroe EH Holdings”), Monroe EH TRS, LLC, a Delaware limited liability company (“Monroe EH TRS”), and Monroe EH Condo Investment, LLC, a Delaware limited liability company (“Monroe EH Condo” and together with Monroe EH Holdings and Monroe EH TRS, the “Put Holders”).
