Funding and Assignment
191
Section 10.26.
Counterparts
192
iii
EXHIBITS:
A
-
LOAN DOCUMENTS
B
-
FORM OF ADVANCE REQUEST
C
-
FORM OF BORROWER ADVANCE CERTIFICATION
D
-
FORM OF ARCHITECT ADVANCE CERTIFICATION
E
-
FORM OF TRADE CONTRACTOR LIEN WAIVER
F
-
FORM OF TRADE CONTRACTOR PAYMENT RECEIPT
G
-
FORM OF FINAL UNCONDITIONAL LIEN WAIVER
H
-
FORM OF FINAL CONDITIONAL LIEN WAIVER
I
-
FORM OF ARCHITECT FINAL COMPLETION CERTIFICATE
J
-
FORM OF BORROWER FINAL COMPLETION CERTIFICATE
K
-
FORM OF CONSTRUCTION CONSULTANT FINAL COMPLETION
CERTIFICATE
L
-
FORM OF ARCHITECT CONSENT
M
-
FORM OF CONSTRUCTION MANAGER CONSENT
N
-
FORM OF DEVELOPER CONSENT
O
-
FORM OF ENGINEER CONSENT
P
-
FORM OF GENERAL CONTRACTOR CONSENT
Q
-
FORM OF MAJOR TRADE CONTRACTOR CONSENT
R
-
FORM OF PATRIOT ACT CERTIFICATION
S
-
FORM OF SECURITY AGREEMENT (COPYRIGHTS)
T
-
FORM OF SECURITY AGREEMENT (TRADEMARKS)
SCHEDULES:
I
-
ORGANIZATIONAL STRUCTURE CHART
II-A
-
RESORT LAND
II-B
-
HOTEL COMPONENT PREMISES
II-C
-
CASINO COMPONENT PREMISES
II-D
-
TPA COMPONENT PREMISES
II-E
-
UTILITY COMPONENT PREMISES
II-F
-
TIMESHARE PROJECT LAND
III
-
LEASES AND OCCUPANCY AGREEMENTS
IV
-
INTELLECTUAL PROPERTY COLLATERAL
V
-
BORROWER ACCOUNTS
VI
-
MATERIAL OPERATING AGREEMENTS
VII
-
OPERATING PERMITS
VIII
-
RENOVATION PROJECT PLANS AND SPECIFICATIONS
IX
-
REQUIRED REPAIRS AND REMEDIATION
X
-
POSSIBLE TIMESHARE PROJECT PARAMETERS
XI
-
PENSION PLANS AND MULTIEMPLOYER PLANS
XII
-
COLLECTIVE BARGAINING AGREEMENTS
iv
LOAN AGREEMENT
LOAN AGREEMENT, dated as of November 30, 2006 (as amended, restated, replaced,
supplemented or otherwise modified from time to time, this "Agreement"), between
PH FEE OWNER LLC, a Delaware limited liability company ("Fee Owner"), and OPBIZ,
L.L.C., a Nevada limited liability company ("OpBiz" and, together with Fee
Owner, individually or collectively as the context indicates, "Borrower"), each
having its principal place of business at 3667 Las Vegas Boulevard South, Las
Vegas, Nevada 89109, and COLUMN FINANCIAL, INC., a Delaware corporation
(together with its successors and assigns, "Lender"), having an address at 11
Madison Avenue, New York, New York 10010.
RECITALS:
WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from
Lender; and
WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in
accordance with the terms of this Agreement and the other Loan Documents (as
hereinafter defined).
NOW THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as
follows:
ARTICLE I.
DEFINITIONS; PRINCIPLES OF CONSTRUCTION
SECTION 1.1.
DEFINITIONS.
FOR ALL PURPOSES OF THIS AGREEMENT, EXCEPT
AS OTHERWISE EXPRESSLY REQUIRED OR UNLESS THE CONTEXT CLEARLY INDICATES A
CONTRARY INTENT:
"Acceptable Counterparty" shall mean any counterparty to the Interest Rate Cap
Agreement that has and shall maintain, until the expiration of the applicable
Interest Rate Cap Agreement a long-term unsecured debt rating of at least "AA-"
by S&P and "Aa3" from Moody's, which rating shall not include