EFTA00797688.txt

"LIFE HOTEL ONE LLC, as Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and DEUTSCHE BANK AG, NEW YORK BRANCH... as Lenders"

"Physical Conditions Report, prepared by Partners and dated as of April 28, 2016"

"Pledge and Security Agreement dated as of June 3, 2016, made by Pledgor in favor of Agent and Lenders"

"Pledge and Security Agreement... made by Pledgor in favor of Agent and Lenders"

"Pledge and Security Agreement... made by Pledgor in favor of Agent and Lenders"

"restaurant lease agreement by and between Borrower and 19 West 31g Street LLC, as Tenant"

"Restaurant Lease provides that Stephen Hanson has day to day control over the food and beverage services at the Property"

"Agent, Lenders and Borrower have agreed to consolidate the Original Senior Loan, the Original Building Loan, the Original Project Loan and the Supplem"

"Borrower agrees that the Servicer shall be paid an annual fee of $25,000"

"Deutsche Bank AG, New York Branch, as agent 60 Wall Street New York, New York 10005"

"Agent (on behalf of Lenders), as assignee"

"Environmental Indemnity Agreement dated as of June 3, 2016, executed by Borrower"

"Environmental Indemnity Agreement dated as of June 3, 2016, executed by... Operating Lessee"

"Environmental Indemnity Agreement dated as of June 3, 2016, executed by... Guarantors"

"Insolvency Opinion shall mean that certain bankruptcy non-consolidation opinion letter dated as of June 3, 2016 delivered by Katsky Korins LLP"

"Lenders shall make the Initial Advance to Borrower and Borrower shall accept the Initial Advance from Lenders in accordance with the terms hereof"

"continue to rely on Borrower's ownership of the Property as a means of maintaining the value of the Property"

"agreeing to make the Loan and will continue to rely on Borrower's ownership"

"irrevocably, with full power of substitution for Borrower and in the name of Borrower, to give any authorization... in the opinion of Agent may be nec"

"Borrower shall make a payment to Agent on the Monthly Payment Date following such Eamout Advance Funding Date in an amount equal to the interest sched"

"Borrower shall pay all out-of-pocket costs and expenses actually incurred by Agent and Lenders, including reasonable attorneys' fees, in connection wi"

"Borrower has good, marketable and indefeasible fee simple title to the real property comprising part of the Property"

"Borrower shall pay to Agent: (i) all accrued and unpaid interest... (ii) Breakage Costs... (iii) the Spread Maintenance Premium"

"Borrower shall pay all out-of-pocket costs and expenses actually incurred by Agent and Lenders in connection with any Transfer"

"Borrower shall pay all out-of-pocket costs and expenses actually incurred by Agent and Lenders in connection with any Transfer"

"conduct of Lot 27 Owner (as such entity is defined in the ZLDA), or any current or future owner of the Lot 27"

"Borrower and Agent (on behalf of Lenders) intend that the relationships created hereunder and under the other Loan Documents be solely that of borrowe"

"Borrower (i) has been, is, and will be organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exc"

"upon the occurrence of any event that causes Sole Member to cease to be a member of Borrower"

"Deutsche Bank AG, New York Branch, as agent for Lender, Lender and Borrower as of July 18, 2017 (the "Loan Agreement")"

"Life Hotel One LLC (the "Owner"), the owner of the Hotel"

"Borrower shall deposit with or on behalf of Agent on the Closing Date, an amount equal to $1,431,204.96, on account of shortfalls in Rents"

"Management Agreement shall mean the management agreement entered into by and between Borrower and the current Manager... pursuant to which the Manager"

"Guaranty of Recourse Obligations dated as of June 3, 2016 from Guarantors for the benefit of Agent"

"Guaranty of Recourse Obligations dated as of June 3, 2016 from Guarantors for the benefit of Agent"

""Key Principals" shall mean, collectively, David J. Mitchell and Stephen Hanson."

"In the event that Agent shall have determined... that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable me"

"transfer of the Property to Borrower"

"Manager is the sole employer of the employees at the Property"

"financial data... that have been delivered to Agent in connection with the Loan"

"Agent may... notify the Counterparty, or if applicable, any other counterparty to the Interest Rate Cap Agreement, to make payment and performance dir"

"All amounts advanced by, or on behalf of, Agent... together with interest thereon at the Default Rate from the date of each such advance, shall be pay"

"Borrower shall pay to Agent the Extension Fee"

"Borrower has made, or will make on the originally scheduled Stated Maturity Date, a deposit into the FF&E Reserve Account"

"Lenders shall make a one-time disbursement to Borrower of the Earnout Advance"

"Borrower agrees that they will pay to such Lender within ten (10) Business Days of such Lender's written request such additional amount or amounts as "

"such amounts shall, immediately upon becoming payable to Borrower, be deposited by Counterparty into the Clearing Account"

"appoints Agent its true and lawful attorney-in-fact, and as its agent, irrevocably, with full power of substitution for Borrower"

"Agent (on behalf of Lenders) has... a valid, and upon proper filing, perfected and continuing first priority lien upon and security interest in the Ra"

"Borrower has the right to pledge and grant a security interest in the same as herein provided"