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and located at 19 West 31s' Street, New York, New York 10001 ("Hotel"); B. As a credit enhancement for the Loan, Pledgor and Stephen P. Hanson ("Hanson"), as beneficial owners of Borrower, are providing one or more personal guaranties, renewals or ratifications thereof, dated as of the date hereof (

nt of this Agreement to substitute the funds in the account for the Collateral; and (b) Pledgor obtaining a termination of the Epstein Guaranty from Hanson. 4.3 Pledgor shall have the right to cause a tag to be affixed to the Collateral identifying Pledgor as the owner of the Collateral. If Pledgor af

l agreed to be share liability under the Loan Guaranties; and Pledgor agreed to cause Epstein to agree to guaranty ("Epstein Guaranty"), payment to Hanson of up to $1,000,000.00 towards Pledgor's obligations to Hanson under Loan Guaranties (the "Mitchell Hanson Obligations"); D. In order to induce Ep

hotel to be completed and located at 19 West 31s' Street, New York, New York 10001 ("Hotel"); B. As a credit enhancement for the Loan, Pledgor and Stephen P. Hanson ("Hanson"), as beneficial owners of Borrower, are providing one or more personal guaranties, renewals or ratifications thereof, dated as of the dat

Provision 46 15.17. Uniform Commercial Code 46 15.18. Public Announcements 46 15.19. No Construction Against Drafter 46 15.20. BRO Member and Hanson Member Liability 46 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit 0 Exhibit H Exhibit I Exhibit J Exhibit

rises, Inc. (f/k/a B.R. Guest, Inc.), a New York corporation ("ERG Member"), (ii) Stephen P. Hanson, an individual residing in New York, New York ("Hanson Member"), and (iii) SOF U.S. Restaurant Co-Invest Holdings, L.L.C., a Delaware limited liability company ("Starwood"). LVIMEgarril: WHEREAS, the Co

and is effective as of December 2008, by and among (i) SPH Enterprises, Inc. (f/k/a B.R. Guest, Inc.), a New York corporation ("ERG Member"), (ii) Stephen P. Hanson, an individual residing in New York, New York ("Hanson Member"), and (iii) SOF U.S. Restaurant Co-Invest Holdings, L.L.C., a Delaware limited liabi

erson, any other Person related to such Person within the meaning of Code Sections 267(b) or 707(b)(1). Without limiting the foregoing, BRG Member, Hanson Member, the BRG Key Individual and each Person that-is-an Affiliate of any of such Persons shall each be deemed to be an Affiliate of the other. For

sumption of Limited Liability Company Interests and Amendment to the Master Restaurant Purchase Agreement, dated as of the date hereof, by and among Hanson Member, RDM Associates, LLC, a New York limited liability company, Donald Bernstein, Saul Victor, the Trusts and the Company, (ii) that certain Nov

at all times is and remains wholly-owned and wholly-controlled, directly or indirectly, by the BRG Key Individual. "BRG Key Individual" shall mean Stephen P. Hanson. "BRG Member" shall have the meaning provided in the first paragraph of this Agreement. "ERG Parent Contribution Agreement" shall have the meaning

ATTN: Jeffrey Dishner Greenwich, CT 06830 Re: Notice of BRG Trigger Event Gentlemen: We represent Stephen P. Hanson, SPH Family Holdings, LLC ("Hanson Member"), and SPH Family Holdings Sub, LLC ("BRG Member"). We write in response to SOF U.S. Restaurant Co-Invest Holdings, L.L.C.'s ("Starwood Memb

on. Please confirm your agreement with the foregoing no later than the close of business on Monday, November, 4, 2013. Mr. Hanson, BRG Member, and Hanson Member reserve all of their rights and remedies with respect to the matters addressed herein and all other matters, including, without limitation,

C. c \o Starwood Capital Group Global, L.L.C. ATTN: Jeffrey Dishner Greenwich, CT 06830 Re: Notice of BRG Trigger Event Gentlemen: We represent Stephen P. Hanson, SPH Family Holdings, LLC ("Hanson Member"), and SPH Family Holdings Sub, LLC ("BRG Member"). We write in response to SOF U.S. Restaurant Co-Invest

greement of the Company, dated as of December 30,2008 (as the same shall have been amended from time to time, the "Agreement"); WHEREAS, Starwood, Hanson Member and BRG Member are the sole members of the Company; Carnmented [D1): Why is &Muslin assignment agreement and OP an allIgelletit and assimpu

ted liability company ("Starwood"), SPH FAMILY HOLDINGS, LLC, a Delaware limited liability company (as successor-in-interest to Stephen P. Hanson, "Hanson Member"), and SPH FAMILY HOLDINGS SUB, LLC, a Delaware limited liability company (as successor-in-interest to SPH Family Holdings LLC, successor-in

.C., a Delaware limited liability company ("Starwood"), SPH FAMILY HOLDINGS, LLC, a Delaware limited liability company (as successor-in-interest to Stephen P. Hanson, "Hanson Member"), and SPH FAMILY HOLDINGS SUB, LLC, a Delaware limited liability company (as successor-in-interest to SPH Family Holdings LLC, suc