Exhibit 4.12
RATIFICATION AND
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FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
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THIS RATIFICATION AND FIRST AMENDMENT INTERCREDITOR AGREEMENT (this "Amendment")
is made as of March 29, 2002, by and among MARRIOTT RESIDENCE INN LIMITED
PARTNERSHIP ("Borrower"), LASALLE BANK NATIONAL ASSOCIATION (F/K/A LASALLE
NATIONAL BANK), AS TRUSTEE FOR MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1996-2
("Senior Lender"), and LASALLE BANK NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE
FOR THE BENEFIT OF THE HOLDERS OF ISTAR ASSET RECEIVABLES TRUST COLLATERALIZED
MORTGAGE BONDS SERIES 2000-1 ("Subordinate Lender").
RECITALS
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A. By assignment, Senior Lender is the owner and holder of fifteen (15)
separate loans to Borrower in the aggregate original principal amount of One
Hundred Million and No/100 Dollars ($100,000,000.00) (collectively, the "Senior
Loan") and the owner and holder of the instruments and documents (collectively,
the "Senior Loan Documents") evidencing, securing or otherwise relating to the
Senior Loan including, without limitation, (i) that certain Loan Agreement dated
October 10, 1995 by and between Borrower and German American Capital
Corporation, as agent or trustee ("Original Senior Lender"), as the same has
been modified and amended by that certain First Amendment to Loan Agreement
dated as of April 23, 1996 by and between Borrower and Original Senior Lender
(as so modified and amended, the "Senior Loan Agreement") and (ii) the
instruments described on Exhibit "B" attached hereto and made a part hereof.
-----------
B. Midland Loan Services, Inc. services the Senior Loan for Senior Lender,
as Master Servicer pursuant to a certain Pooling and Servicing Agreement by and
among SSMC Funding Corp., as Depositor, Self Storage Mortgage Corporation, as
Originator, Midland Loan Services, L.P., as Master Servicer, Self Storage
Service Corp., as Subservicer, and LaSalle National Bank, as Trustee dated as of
December 17, 1996.
C. By assignment, Subordinate Lender is the owner and holder of a loan to
Borrower in the original principal amount of Thirty Million and No/100 Dollars
($30,000,000.00) (the "Subordinate Loan") and the owner and holder of the
instruments and documents (collectively, the "Subordinate Loan Documents")
evidencing, securing or otherwise relating to the Subordinate Loan including,
without limitation, (i) that certain Loan Agreement dated October 10, 1995 by
and between Borrower and Starwood Mezzanine Investors, L.P. ("Original
Subordinate Lender") (as amended from time to time, the "Subordinate Loan
Agreement") and (ii) the instruments described on Exhibit "C" attached hereto
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and made a part hereof.
D. iStar Asset Services, Inc. services the Subordinate Loan for Subordinate
Lender, as Primary Servicer pursuant to a certain Primary Servicing Agreement
dated as of May 17, 2000.
E. Borrower, Original Senior Lender and Original Subordinate Lender entered
into that certain Intercreditor Agreement dated October 10, 1995 (the
"Agreement").
F. Borrower, RIBM One LLC ("RIBM"), Apple Hospitality Two, Inc. ("AHT") and
AHT Res Acquisition, L.P. ("Merger Sub") have entered into an Agreement and Plan
of Merger dated November 28, 2001 pursuant to which Merger Sub has merged with
and into Borrower (with Borrower being the surviving entity), and Borrower has
become a wholly owned indirect subsidiary of AHT (said merger being hereinafter
referred to as the " Merger").
G. In connection with the Merger, Borrower desires to, among other things,
enter into a master lease agreement (the "Lease Agreement") with Lessee for each
of the Marriott Residence Inn hotels securing the Senior Loan and the
Subordinate Loan and described on Exhibit "A" attached hereto and made a part
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hereof (collectively, the "Hotels"), assign to Lessee all of Borrower's right,
title and interest under the Management Agreement dated March 28, 1988 between
Borrower and Manager (the "Management Agreement") and, in connection therewith,
Lessee desires to amend and restate the Management Agreement in its entirety
pursuant to an Amendment and Restatement of Management Agreement by and between
Lessee and Manager (the "Restated Management Agreement").
H. Borrower has requested that Senior Lender and Subordinate Lender consent
to, among other things, the Merger, the Lease Agreement, the assignment of the
Management Agreement to Lessee and the amendment and restatement of the
Management Agreement pursuant to the Restated Management Agreement, and Senior
Lender has agreed to consent to such matters subject to and in accordance with
the terms and conditions set forth in that certain Consent to Merger (the
"Senior Lender Consent") dated of even date herewith by and among Senior Lender,
Borrower, AHT Res I GP, Inc., a Virginia corporation ("New GP"), RIBM and
Lessee, and Subordinate Lender has agreed to consent to such matters subject to
and in accordance with the terms and conditions set forth in that certain
Consent to Merger (the "Subordinate Lender Consent") dated of even date herewith
among Subordinate Lender, Borrower, New GP, RIBM and Lessee.
I. In connection with the execution and delivery of the Senior Lender
Consent and the Subordinate Lender Consent and the other documents and
instruments contemplated thereby, Borrower, Senior Lender and Subordinate Lender
desire to enter into this Amendment.
NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100
DOLLARS ($10.00), and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:
1. Definitions. All terms used herein which are not otherwise defined
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herein shall have the meanings set forth in the Agreement.
2. Ratification. Except as herein set forth, all terms, covenants, and
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provisions of the Agreement remain unaltered and in full force and effect, and
the parties hereto do hereby expressly ratify and confirm the Agreement as
modified and amended herein. Except as herein set forth, nothing in this
Amendment or in any other document executed in connection herewith shall be
deemed or construed to constitute, and there has not otherwise occurred, a
novation, cancellation, satisfaction, release, extinguishment, or substitution
of the obligations of the Senior Lender, the Subordinate Lender or the Borrower
under the Agreement.
2
3. Consents. Senior Lender hereby consents to the execution and delivery of
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the Subordinate Lender Consent in the form previously delivered to Senior
Lender, the execution and delivery of the documents and instruments contemplated
thereby and set forth on Exhibit "D" attached hereto and made a part hereof
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(collectively, the "Subordinate Loan Additional Documents") and the
modifications of, and supplements to, the Subordinate Loan Documents as provided
therein. Subordinate Lender hereby consents to the execution and delivery of the
Senior Lender Consent in the form previously delivered to Subordinate Lender,
the execution and delivery of the documents and instruments contemplated thereby
and set forth on Exhibit "E" attached hereto and made a part hereof
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(collectively, the "Senior Loan Additional Documents") and the modifications of,
and supplements to, the Senior Loan Documents as provided therein.
4. Modifications. Senior Lender, Subordinate Lender and Borrower do hereby
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agree that (a) for the purposes of the Agreement, the term "GACC Loan Documents"
shall include the Senior Lender Consent and the Senior Loan Additional Documents
and the term "Starwood Loan Documents" shall include the Subordinate Lender
Consent and the Subordinate Loan Additional Documents, (b) all references in the
Agreement to the GACC Loan Documents shall be deemed references to the GACC Loan
Documents, as amended and supplemented by the Senior Lender Consent and the
Senior Loan Additional Documents and all references in the Agreement to the
Starwood Loan Documents shall be deemed references to the Starwood Loan
Documents as amended and supplemented by the Subordinate Lender Consent and the
Subordinate Loan Additional Documents, and (c) the term "Trust Property" shall
include all collateral or security described in the Senior Loan Additional
Documents.
5. Subordination. In furtherance of the foregoing, but without limiting or
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diminishing any of the provisions of the Agreement, as amended hereby,
Subordinate Lender covenants and agrees that the liens and security interests
created under the Subordinate Loan Additional Documents, as the same may be
amended, extended, renewed, refinanced, increased, consolidated or assigned
(without implying any right to amend, extend, renew, refinance, increase,
consolidate or assign in violation of the Agreement) are hereby made, and shall
continue to be, subject and subordinate to the liens created by, as well as all
of the terms, covenants and conditions in, the Senior Loan Additional Documents.
6. Cross Default and Cross Collateralization. Subordinate Lender hereby
-----------------------------------------
agrees that the liens and security interests created by the Subordinate Loan
Additional Documents shall secure only the indebtedness and obligations
described in the Starwood Note and other Subordinate Loan Documents and shall
not secure any other indebtedness whatsoever. Subordinate Lender further agrees
that in no event shall the Subordinate Loan or the Subordinate Loan Documents be
cross-defaulted or cross-collateralized with any other indebtedness and any
attempt to secure any other indebtedness shall be null and void and of no force
or effect. Senior Lender hereby agrees that the liens and security interests
created by the Senior Loan Additional Documents shall secure only the
indebtedness and obligations described in the GACC Promissory Note and the other
Senior Loan Documents and shall not secure any other indebtedness whatsoever.
Senior Lender further agrees that in no event shall the Senior Loan or the
Senior Loan Documents be cross-defaulted or cross-collateralized with any other
indebtedness and any attempt to secure any other indebtedness shall be null and
void and of no force or effect. Notwithstanding the preceding provisions of this
paragraph 6, the Senior Loan
3
and the Senior Loan Documents may be cross-defaulted with the Subordinate Loan
and the Subordinate Loan Documents, and vice versa, as contemplated in the
Agreement.
7. Notices. From and after the date hereof, any notice, consent, request or
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other communication required or permitted under the Agreement shall be in
writing and shall be deemed properly given if delivered in accordance with the
notice requirements contained in the Agreement using (a) if to Senior Lender,
the following address:
LaSalle Bank National Association, as Trustee
c/o Midland Loan Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
and (b) if to Subordinate Lender, the following address:
LaSalle Bank National Association, as Trustee
c/o iStar Asset Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
and (c) if to Borrower, the following address:
Marriott Residence Inn Limited Partnership
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
General Counsel
with a copy to:
Jenkens & ▇▇▇▇▇▇▇▇▇, P.C.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
8. References to Agreement. All references in the Senior Loan Documents and
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the Subordinate Loan Documents to the Agreement shall be deemed a reference to
the Agreement as modified and amended herein.
9. Representations and Warranties of Parties. Each of Borrower, Senior
-----------------------------------------
Lender, and Subordinate Lender represents and warrants, as to itself only, as
follows:
(a) Authorization. The execution, delivery and performance of this
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Amendment and the transactions contemplated hereby and thereby (i) are within
the authority of such Person, (ii) have been duly authorized by all necessary
proceedings on the part of such Person, (iii) do not and will not conflict with
or result in any breach or contravention of any
4
provision of law, statute, rule or regulation to which such Person is subject or
any judgment, order, writ, injunction, license or permit applicable to such
Person, (iv) do not and will not conflict with or constitute a default (whether
with the passage of time or the giving of notice, or both) under any provision
of the partnership agreement or certificate, certificate of formation, operating
agreement, articles of incorporation or other charter documents or bylaws of, or
any mortgage, indenture, agreement, contract or other instrument binding upon
such Person or any of its properties or to which such Person is subject, and (v)
do not and will not result in or require the imposition of any lien or other
encumbrance on any of the properties, assets or rights of such Person.
(b) Enforceability. The execution and delivery of this Amendment are
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valid and legally binding obligations of such Person enforceable in accordance
with the respective terms and provisions hereof and thereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of creditors'
rights and except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding therefor may be brought.
(c) Approvals. The execution, delivery, and performance of this
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Amendment and the transactions contemplated hereby and thereby do not require
the approval or consent of any Person or the authorization, consent, approval of
or any license or permit issued by, or any filing or registration with, or the
giving of any notice to, any court, department, board, commission or other
governmental agency or authority, in each case, other than those already
obtained.
10. Counterparts. This Amendment may be executed in any number of
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counterparts which shall together constitute but one and the same agreement.
11. Miscellaneous. This Amendment shall be construed and enforced in
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accordance with the laws of the State of New York. Borrower shall pay all
reasonable fees and expenses of Senior Lender's and Subordinate Lender's counsel
in connection with the execution and delivery of this Amendment. This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective permitted successors, successors-in-title and assigns as
provided in the Agreement.
[SIGNATURES ON FOLLOWING PAGES]
5
IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written.
BORROWER:
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MARRIOTT RESIDENCE LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: AHT Res I GP, Inc., a Virginia
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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(CORPORATE SEAL)
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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SENIOR LENDER:
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LASALLE BANK NATIONAL
ASSOCIATION F/K/A LASALLE
NATIONAL BANK, as Trustee for
Mortgage Pass-Through Certificates Series
1996-2, by and through MIDLAND LOAN
SERVICES, INC., its Master Servicer and
Attorney-In-Fact
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President
--------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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SUBORDINATE LENDER:
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LASALLE BANK NATIONAL
ASSOCIATION, AS INDENTURE
TRUSTEE FOR THE BENEFIT OF THE
HOLDERS OF ISTAR ASSET
RECEIVABLES TRUST
COLLATERALIZED MORTGAGE
BONDS SERIES 2000-1
By: iStar Asset Services, Inc., as duly
authorized primary servicer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Title: President
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8
EXHIBIT "A"
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THE HOTELS
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1. Marriott Residence Inn located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
2. Marriott Residence Inn located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
3. Marriott Residence Inn located at ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇.
4. Marriott Residence Inn located at 3030 Center Green Drive, Boulder,
Colorado.
5. Marriott Residence Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇.
6. Marriott Residence Inn located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
7. Marriott Residence Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
8. Marriott Residence Inn located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
9. Marriott Residence Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
10. Marriott Residence Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
11. Marriott Residence Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
12. Marriott Residence Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Ohio.
13. Marriott Residence Inn located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇.
14. Marriott Residence Inn located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇.
15. Marriott Residence Inn located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇.
A-1
EXHIBIT "B"
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SENIOR LOAN DOCUMENTS
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1. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $7,400,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
2. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $17,600,000.00, from Marriott Residence Inn Limited Partnership
to the German American Capital Corporation with respect to the Inn located
at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
3. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $9,700,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
4. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $7,800,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
3030 Center Green Drive, Boulder, Colorado.
5. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $7,000,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
6. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $6,400,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
7. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $6,400,000.00 from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
8. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $6,200,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
9. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $6,100,000.00, from Marriott Residence Inn Limited Partnership to
the German
B-1
American Capital Corporation with respect to the Inn located at ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
10. Promissory Note, in the original principal amount of $4,200,000.00, from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
11. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $8,400,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
12. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $4,400,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Ohio.
13. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $3,000,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇.
14. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $2,300,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇.
15. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $3,100,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇.
16. Deed of Trust and Security Agreement from Marriott Residence Inn Limited
Partnership to Chicago Title Insurance Company as trustee for the benefit
of the German American Capital Corporation with respect to the Inn located
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, recorded at Document No.
19950458455, Orange County Recorder's Office.
17. Deed of Trust and Security Agreement from Marriott Residence Inn Limited
Partnership to Chicago Title Insurance Company as trustee for the benefit
of the German American Capital Corporation with respect to the Inn located
at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, recorded at Document No.
1995-0468108, San Diego County Recorder's Office.
18. Deed of Trust and Security Agreement from Marriott Residence Inn Limited
Partnership to Chicago Title Insurance Company as trustee for the benefit
of the German American Capital Corporation with respect to the Inn located
at ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, recorded at Document ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Recorder's Office.
B-2
19. Deed of Trust, Assignment of Rents, Security Agreement, Financing Statement
and Fixture Filing from Marriott Residence Inn Limited Partnership to the
Public Trustee for the County of Boulder for the benefit of the German
American Capital Corporation with respect to the Inn located at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded at Document No. 01555506, Boulder
County Recorder's office.
20. Deed to Secure Debt and Security Agreement from Marriott Residence Inn
Limited Partnership to the German American Capital Corporation with respect
to the Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
recorded at Book 20126, page 07, ▇▇▇▇▇▇ County Clerk of the Superior Court.
21. Deed to Secure Debt and Security Agreement from Marriott Residence Inn
Limited Partnership to the German American Capital Corporation with respect
to the Inn located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, recorded at Book
8725, page 003, DeKalb County Clerk of the Superior Court.
22. Deed to Secure Debt and Security Agreement from Marriott Residence Inn
Limited Partnership to the German American Capital Corporation with respect
to the Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, recorded at Book
9181, Page 0072, ▇▇▇▇ County Superior Court.
23. Mortgage and Security Agreement from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded at
R95-143176, Du Page County Recorder's Office.
24. Mortgage and Security Agreement from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded
at Liber 15749, page 328, Oakland County Register of Deeds.
25. Future Advance Deed of Trust and Security Agreement from Marriott Residence
Inn Limited Partnership to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, solely as trustee for the
benefit of the German American Capital Corporation with respect to the Inn
located at ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded at Book 10636,
page 440, St. Louis County Recorder of Deeds.
26. Future Advance Deed of Trust and Security Agreement from Marriott Residence
Inn Limited Partnership to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, solely as trustee for the
benefit of the German American Capital Corporation with respect to the Inn
located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded at Book
10636, page 155, St. Louis County Recorder of Deeds .
27. Open End Mortgage, Security Agreement and Fixture Financing Statement from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, recorded at Book 6883, page 1847, ▇▇▇▇▇▇▇▇ County
Recorder's Office.
B-3
28. Open End Mortgage, Security Agreement and Fixture Financing Statement from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇, recorded at Document No. 30271-A07, Franklin County
Recorder's Office.
29. Open End Mortgage, Security Agreement and Fixture Financing Statement from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇, recorded at MORT 95-3067, E03, ▇▇▇▇▇▇▇▇▇▇ County Recorder's Office.
30. Open End Mortgage, Security Agreement and Fixture Financing Statement from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, recorded at 95-3063B05, ▇▇▇▇▇▇▇▇▇▇ County Recorder's
Office.
31. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, recorded at
Document No. 19950458456, Orange County Recorder.
32. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, recorded at
1995-0468109, San Diego County Recorder's Office.
33. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, recorded at
95 1695509 Los Angeles County Recorder's Office.
34. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded at
Document No. 01555507, Boulder County Recorder.
35. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, recorded at
Book 20126, page 84, ▇▇▇▇▇▇ County Clerk of Superior Court.
36. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, recorded at .
-----------
37. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, recorded at Book 9181,
page 0154, ▇▇▇▇ County Clerk of Superior Court.
B-4
38. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded at
R95-143177, Du Page County Recorder.
39. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded
at Liber 15749, page 408, Oakland County Register of Deeds.
40. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded at Book
10636, Page 517, St. Louis County Recorder of Deeds.
41. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, recorded at Book
10636, page 234, St. Louis County Recorder of Deeds.
42. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, recorded at Book 6883,
page 1925, ▇▇▇▇▇▇▇▇ County Recorder.
43. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, recorded at
30271E05 Franklin County Recorder's Office.
44. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, recorded at 95-3069A06.
45. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, recorded at
95-3069A06, ▇▇▇▇▇▇▇▇▇▇ County Recorder's Office.
46. Indemnity Agreement by Marriott Residence Inn Limited Partnership and RIBM
One Corporation in favor of the German American Capital Corporation, dated
October 10, 1995.
47. Loan Agreement by and between Marriott Residence Inn Limited Partnership
and the German American Capital Corporation, dated October 10, 1995.
B-5
48. First Amendment to Loan Agreement, dated as of April 23, 1996, by and
between Marriott Residence Inn Limited Partnership and the German American
Capital Corporation.
49. Four Party Agreement, dated October 10, 1995, by and between Marriott
Residence Inn Limited Partnership, the German American Capital Corporation,
Starwood Mezzanine Investors, L.P., and Residence Inn by Marriott, Inc.
50. Fifteen (15) separate Subordination, Non-disturbance and Attornment
Agreements, dated October 10, 1995, between Starwood Mezzanine Investors,
L.P. and Residence Inn by Marriott, Inc.
51. Assignment of Management Agreement and Manager's Consent, dated October 10,
1995, by Marriott Residence Inn Limited Partnership to German American
Capital Corporation.
52. Manager Estoppel Certificate by Residence Inn by Marriott, Inc., dated
October 10, 1995.
53. Letter Agreement, dated October 10, 1995, between Marriott Residence Inn
Limited Partnership and German American Capital Corporation.
54. UCC Financing Statements relating to each of the Hotels.
B-6
EXHIBIT "C"
-----------
SUBORDINATE LOAN DOCUMENTS
C-1
EXHIBIT "D"
-----------
SUBORDINATE LOAN ADDITIONAL DOCUMENTS
1. Consent to Merger
2. Loan Modification Agreement
3. First Amendment to Four Party Agreement
4. Lessee Estoppel, Subordination and Agreement
5. Fifteen (15) Assignment of Rents and Revenues (from Lessee) - one for each
Hotel (Second Priority)
6. Security Agreement (from Lessee) (Second Priority)
7. UCC Financing Statements (from Lessee)
8. Manager Estoppel, Ratification and Modification Agreement
9. Indemnity Agreement (from New GP and Lessee)
10. General Partner Note Certification
11. Ratification and First Amendment to Intercreditor Agreement
12. Secretary's Certificate for AHT GP, Inc. (New General Partner)
13. Certificate as to Lessee's organization documents, incumbency and
resolution
D-1
EXHIBIT "E"
-----------
SENIOR LOAN ADDITIONAL DOCUMENTS
--------------------------------
1. Consent to Merger
2. Loan Modification Agreement
3. First Amendment to Four Party Agreement
4. Lessee Estoppel, Subordination and Agreement
5. Fifteen (15) Assignment of Rents and Revenues (from Lessee) - one for each
Hotel
6. Security Agreement (from Lessee)
7. UCC Financing Statements (from Lessee)
8. Manager Estoppel, Ratification and Modification Agreement
9. Indemnity Agreement (from New GP and Lessee)
10. General Partner Note Certification
11. Ratification and First Amendment to Intercreditor Agreement
12. Secretary's Certificate for AHT GP, Inc. (New General Partner)
13. Certificate as to Lessee's organization documents, incumbency and
resolution
E-1