Epstein Secrets

ing obligated to make any payments thereunder. II. Govemine Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 12. Binding Nature: No Assignment: Counterparts. All agreements, covenants, conditions and provisions of this Agreement shall inure to the benef

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

he interest of each Member in the Company shall be an "uncertificated security" governed by Article 8 of the Delaware UCC and the UCC as enacted in the State of New York (the "New York UCC"), including, without limitation, (i) for purposes of the definition of a "security" thereunder, the interest of each Member in t

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

ontrolled by BSS. "Business Day" shall mean any day that is not Saturday, Sunday or a day on which banks are required or permitted to be closed in the State of New York. "Capital Account" shall have the meaning provided in Section 5.6. "Capital Contribution" shall mean, with respect to any Member, the aggregate am

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