PURCHASE AND SALE AGREEMENT BY AND AMONG GAINEY DRIVE ASSOCIATES, an Arizona general partnership, HC ROYAL PALMS, L.L.C., a Delaware limited liability company, AND XHR ACQUISITIONS, LLC, a Delaware limited liability company DATED AS OF OCTOBER 3, 2017...Purchase and Sale Agreement • February 27th, 2018 • Xenia Hotels & Resorts, Inc. • Hotels & motels
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of October, 2017 (the “Effective Date”), by and among GAINEY DRIVE ASSOCIATES, an Arizona general partnership (“Gainey Seller”), HC ROYAL PALMS, L.L.C., a Delaware limited liability company (“RP Seller”; the Gainey Seller and the RP Seller are collectively and individually as the context requires, referred to in this Agreement as “Seller”), jointly and severally, and XHR ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”). (Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.)
AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • February 27th, 2018 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY (“Guaranty”) is executed as of January 11, 2018, by each of the parties that is a signatory to this Guaranty (together with any other entity that may hereafter become a party hereto as provided herein, individually, a “Guarantor” and, collectively, the “Guarantors”), for the benefit of JPMORGAN CHASE BANK, N.A. (“Administrative Agent”), in its capacity as the administrative agent for the Lenders under the Credit Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement defined below.
LTIP UNIT AGREEMENT (NON-EMPLOYEE DIRECTORS)Ltip Unit Agreement • February 27th, 2018 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Maryland
This LTIP Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR LP, a Delaware limited partnership (the “Partnership”), and <PARTC_NAME> (the “Participant”).
