Senior Mezzanine Loan Agreement Sample Contracts

SENIOR MEZZANINE LOAN AGREEMENT Dated as of June 13, 2018 Between (June 19th, 2018)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (BofA), BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (Barclays) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1585 Broadway, New York, New York 10036 (MS; and together with BofA and Barclays, and each of their respective successors and/or assigns, Lender) and ASHFORD SENIOR B LLC, a Delaware limited liability company, having an address c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (together with its successors and/or assigns, Borrower).

SENIOR MEZZANINE LOAN AGREEMENT Dated as of June 13, 2018 Between (June 19th, 2018)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (BofA), BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (Barclays) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1585 Broadway, New York, New York 10036 (MS; and together with BofA and Barclays, and each of their respective successors and/or assigns, Lender) and ASHFORD SENIOR A LLC, a Delaware limited liability company, having an address c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (together with its successors and/or assigns, Borrower).

SENIOR MEZZANINE LOAN AGREEMENT Dated as of June 13, 2018 Between (June 19th, 2018)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (BofA), BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (Barclays) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1585 Broadway, New York, New York 10036 (MS; and together with BofA and Barclays, and each of their respective successors and/or assigns, Lender) and ASHFORD SENIOR C LLC, a Delaware limited liability company, having an address c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (together with its successors and/or assigns, Borrower).

SENIOR MEZZANINE LOAN AGREEMENT Dated as of June 13, 2018 Between (June 19th, 2018)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (BofA), BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (Barclays) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1585 Broadway, New York, New York 10036 (MS; and together with BofA and Barclays, and each of their respective successors and/or assigns, Lender) and ASHFORD SENIOR D LLC, a Delaware limited liability company, having an address c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (together with its successors and/or assigns, Borrower).

SENIOR MEZZANINE LOAN AGREEMENT Dated as of June 13, 2018 Between (June 19th, 2018)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (BofA), BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (Barclays) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1585 Broadway, New York, New York 10036 (MS; and together with BofA and Barclays, and each of their respective successors and/or assigns, Lender) and ASHFORD SENIOR E LLC, a Delaware limited liability company, having an address c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (together with its successors and/or assigns, Borrower).

SENIOR MEZZANINE LOAN AGREEMENT Dated as of June 13, 2018 Between (June 19th, 2018)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (BofA), BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (Barclays) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1585 Broadway, New York, New York 10036 (MS; and together with BofA and Barclays, and each of their respective successors and/or assigns, Lender) and ASHFORD SENIOR F LLC, a Delaware limited liability company, having an address c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (together with its successors and/or assigns, Borrower).

Ashford Hospitality Prime, Inc. – SENIOR MEZZANINE LOAN AGREEMENT Dated as of September 10, 2013 Between ASHFORD PIER HOUSE MEZZ a LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender (March 6th, 2014)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of September 10, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between 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 ("Lender"), and ASHFORD PIER HOUSE MEZZ A LLC, a Delaware limited liability company, having its principal place of business at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 ("Borrower").

Brixmor Property Group Inc. – SENIOR MEZZANINE LOAN AGREEMENT Dated as of July 28, 2010 Among CENTRO NP NEW GARDEN MEZZ 1, LLC, and CENTRO NP SENIOR MEZZ HOLDING, LLC, Collectively, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender (August 23rd, 2013)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), by and among JPMORGAN CHASE BANK, N.A., 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 (together with its successors and assigns, Lender) and CENTRO NP NEW GARDEN MEZZ 1, LLC, a Delaware limited liability company, and CENTRO NP SENIOR MEZZ HOLDING, LLC, a Delaware limited liability company, each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, Borrower).

KBS Real Estate Investment Trust, Inc. – Amendment to Amended and Restated Senior Mezzanine Loan Agreement (March 23rd, 2010)

This Amendment to Amended and Restated Senior Mezzanine Loan Agreement (this Amendment), dated as of March 9, 2010, by and among KBS DEBT HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, Lender), and REQUIRED EQUITY PLEDGOR (as defined in the Loan Agreement), AMERICAN FINANCIAL REALTY TRUST, a Maryland real estate investment trust (AFRT), GKK STARS ACQUISITION LLC, a Delaware limited liability company (AFRT Owner), FIRST STATES GROUP, L.P., a Delaware limited partnership (Operating Partnership), FIRST STATES GROUP, LLC, a Delaware limited liability company (Operating Partnership GP and together with Operating Partnership, Required Equity Pledgor, AFRT, AFRT Owner and Operating Partnership, collectively, jointly and severally, together with their respective permitted successors and assigns, Borrower), amends that certain Amended and Restated Senior Mezzanine Loan Agreement, date

Gramercy Property Trust Inc. – Amendment to Amended and Restated Senior Mezzanine Loan Agreement (March 15th, 2010)

This Amendment to Amended and Restated Senior Mezzanine Loan Agreement (this "Amendment"), dated as of March 9, 2010, by and among KBS DEBT HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, "Lender"), and REQUIRED EQUITY PLEDGOR (as defined in the Loan Agreement), AMERICAN FINANCIAL REALTY TRUST, a Maryland real estate investment trust ("AFRT"), GKK STARS ACQUISITION LLC, a Delaware limited liability company ("AFRT Owner"), FIRST STATES GROUP, L.P., a Delaware limited partnership ("Operating Partnership"), FIRST STATES GROUP, LLC, a Delaware limited liability company ("Operating Partnership GP" and together with Operating Partnership, Required Equity Pledgor, AFRT, AFRT Owner and Operating Partnership, collectively, jointly and severally, together with their respective permitted successors and assigns, "Borrower"), amends that certain Amended and Restated Senior Mezzanine Loan A

Retail Properties Of America – SENIOR MEZZANINE LOAN AGREEMENT Dated as of December 1, 2009 by and Among IW MEZZ 2009, LLC, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender (March 5th, 2010)
Retail Properties Of America – SENIOR MEZZANINE LOAN AGREEMENT Dated as of December 1, 2009 by and Among IW MEZZ 2009, LLC, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender (February 26th, 2010)
Senior Mezzanine Loan Agreement (March 31st, 2009)

This SENIOR MEZZANINE LOAN AGREEMENT (this Agreement) is made and entered into as of December 31, 2008, by and between SW 131 ST. ROSE MEZZANINE BORROWER LLC, a Delaware limited liability company, whose address is 2001 Bryan Street, Suite 3250, Dallas, Texas 75201 (Borrower), and BEHRINGER HARVARD ST. ROSE REIT, LLC, a Delaware limited liability company, whose address is 15601 Dallas Parkway, Suite 600, Addison, Texas, 75001 (Lender).

Gramercy Property Trust Inc. – AMENDED AND RESTATED SENIOR MEZZANINE LOAN AGREEMENT Originally Closed on April 1, 2008 Amendment Effective as of August 22, 2008 Between THE BORROWERS NAMED HEREIN Collectively, as Borrower and THE LENDERS NAMED HEREIN Collectively, as Lender (August 28th, 2008)

This Amended and Restated Senior Mezzanine Loan Agreement (this Agreement) is effective as of August 22, 2008 (Effective Date) and is between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (GSMC), as successor in interest to Goldman Sachs Commercial Mortgage Capital, L.P. (GSCMC), and CITICORP NORTH AMERICA, INC., a New York corporation (Citigroup and, together with GSMC and their respective successors and assigns, including any lawful holder of any portion of the Indebtedness (as hereinafter defined) collectively, Lender), as lender, and each REQUIRED EQUITY PLEDGOR (as hereinafter defined), AMERICAN FINANCIAL REALTY TRUST, a Maryland real estate investment trust (AFRT), GKK STARS ACQUISITION LLC, a Delaware limited liability company (AFRT Owner), FIRST STATES GROUP, L.P., a Delaware limited partnership (Operating Partnership), FIRST STATES GROUP, LLC, a Delaware limited liability company (Operating Partnership GP and together with Operating Partnership, Required Equit

Behringer Harvard Opportunity REIT I, Inc. – Senior Mezzanine Loan Agreement (October 5th, 2006)
Behringer Harvard Opportunity REIT I, Inc. – Senior Mezzanine Loan Agreement (September 28th, 2006)
SENIOR MEZZANINE LOAN AGREEMENT Dated as of July 31, 2003 by and Among PHILADELPHIA PLAZA-PHASE II, LP as Borrower TCS SPE 1, L.P. As a Guarantor and DB REALTY MEZZANINE INVESTMENT FUND II, L.L.C. As Lender (July 9th, 2004)

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of July 31, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), by and among DB REALTY MEZZANINE INVESTMENT FUND II, L.L.C., a Delaware limited liability company, having an address at 1251 Avenue of the Americas, 9th Floor, New York, New York 10020 (Lender), PHILADELPHIA PLAZA-PHASE II, LP, a Pennsylvania limited partnership, having an address c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (Borrower) and TCS SPE 1, L.P., a Delaware limited partnership, having an address c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (Senior Mezzanine Guarantor).