Casa Munras Hotel Partners L P Sample Contracts

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RECITALS
Purchase Agreement • August 17th, 2005 • Casa Munras Hotel Partners L P • Hotels & motels • California
1 EXHIBIT 10.9 FIXED RATE NOTE [With Defeasance and Lockbox Provisions]
Casa Munras Hotel Partners L P • August 11th, 1998 • Hotels & motels
RECITALS
Conditional Agreement • August 17th, 2005 • Casa Munras Hotel Partners L P • Hotels & motels • California
CITY NATIONAL BANK MULTIPLE DISBURSEMENT NOTE FIXED MATURITY (INTEREST TIED TO PRIME)
Casa Munras Hotel Partners L P • November 13th, 1995 • Hotels & motels
Defeasance Account Agreement
Defeasance Account Agreement • March 30th, 2006 • Casa Munras Hotel Partners L P • Hotels & motels

THIS DEFEASANCE ACCOUNT AGREEMENT (this “Agreement”) is entered into as of November 18, 2005 by and among CASA MUNRAS HOTEL PARTNERS, L.P., a California limited partnership (“Pledgor”), WELLS FARGO BANK, N.A., as Securities Intermediary and Custodian (“Intermediary”), U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998 (the “Pooling and Servicing Agreement”), for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-PS2 and as secured party (together with its successors and assigns, “Pledgee”), and GMAC COMMERCIAL MORTGAGE CORPORATION, successor-in-interest to AMRESCO Services, L.P., as servicer, as servicer on behalf of said trustee under the Pooling and Servicing Agreement (“Servicer”) upon the following terms and conditions:

Casa Munras Limited Partners, L.P.
Casa Munras Hotel Partners L P • November 22nd, 2005 • Hotels & motels • California

This letter of acknowledgement, agreement and amendment refers to that certain Purchase Agreement dated August 11, 2005 (the “Original Agreement”) among Casa Munras Limited Partners, L.P. (the “Partnership” or “Seller”), Casa Munras Hotel, LLC (“Buyer”) and certain other parties, as amended by the First Amendment dated November 9, 2005 (the “First Amendment”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Original Agreement and First Amendment, as appropriate.

MODIFICATION, WAIVER AND CONSENT
Modification, Waiver and Consent • March 30th, 2006 • Casa Munras Hotel Partners L P • Hotels & motels

THIS MODIFICATION, WAIVER AND CONSENT, dated as of November 18, 2005 (this “Waiver and Consent”) made by and between CASA MUNRAS HOTEL PARTNERS, L.P., a California limited partnership (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998 (the “Pooling and Servicing Agreement”), for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-PS2 (together with its successors and/or assigns, the “Lender”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Mortgage (as defined below) or in the Defeasance Pledge and Security Agreement of even date (the “Security Agreement”).

Defeasance Pledge And Security Agreement
Defeasance Pledge and Security Agreement • March 30th, 2006 • Casa Munras Hotel Partners L P • Hotels & motels • New York

THIS DEFEASANCE PLEDGE AND SECURITY AGREEMENT, dated as of November 18, 2005 (this “Agreement”) made by and among CASA MUNRAS HOTEL PARTNERS, L.P., a California limited partnership (“Pledgor”), U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998 (the “Pooling and Servicing Agreement”), for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-PS2 and as secured party (together with its successors and assigns, “Pledgee”), and, for the sole purpose of agreeing to the provisions of Sections 7, 8, 9, 16, 22 and 25 of this Agreement, WELLS FARGO BANK, N.A., as Securities Intermediary (“Intermediary”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (Casa Munras, Monterey, California)
Purchase and Sale Agreement • November 14th, 2005 • Casa Munras Hotel Partners L P • Hotels & motels

This First Amendment dated as of November 8, 2005 (this “First Amendment”) amends that certain Purchase Agreement dated as of August 11, 2005 by and between, among others, CASA MUNRAS HOTEL PARTNERS, L.P., a California limited partnership (“Seller”), and CASA MUNRAS HOTEL, LLC, a Delaware limited liability company (“Buyer”).

Defeasance Assignment, Assumption And Release Agreement
Assignment, Assumption and Release Agreement • March 30th, 2006 • Casa Munras Hotel Partners L P • Hotels & motels

THIS DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT, dated as of November 18, 2005 (this “Agreement”) made by and among CASA MUNRAS HOTEL PARTNERS, L.P., a California limited partnership (“Pledgor”), NEWCSFBMSC 98-PS2 LLC, a Delaware limited liability company (“Successor Borrower”), U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998 (the “Pooling and Servicing Agreement”), for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-PS2 and as secured party (“Pledgee”), GMAC COMMERCIAL MORTGAGE CORPORATION, successor-in-interest to AMRESCO Services, L.P., as Servicer (“Servicer”) under the Pooling and Servicing Agreement, and, for the sole purpose of acknowledging the transactions effected by this Agreement, WELLS FARGO BANK, N.A., as Securities Intermediary and Custodian (

TERMINATION OF MANAGEMENT CONTRACT
Termination of Management Contract • March 30th, 2006 • Casa Munras Hotel Partners L P • Hotels & motels • California

This TERMINATION AGREEMENT (the “Agreement”) is made on November 15, 2005 by and among Casa Munras Hotel Partners, L.P., a California limited partnership, previously named Western Host Monterey Partners (the “Owner”) and Westland Hotel Corp., a California corporation (the “Manager”), with respect to the following:

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