New York, May 29, 2015 -- Moody's Investors Service ("Moody's") was informed that GB Key Biscayne Holdings, LLC ("Borrower") proposes to (1) transfer a 66.67% direct ownership interest to CWI Key Biscayne, LLC ("Investor"), (2) modify the transfer clause in the loan documents due to the investment fund structure of the proposed sponsor, W.P. Carey, to allow the REIT to operate under the normal course of its business and be in compliance with the loan documents on future transfers, including no assumption/transfer fees or processing fees for future transfers under specified Pre-Approved Transferee Conditions, (3) substitution of non-recourse carve-out guarantors Sherwood M. Weiser (Deceased 8/1/2011), Donald E. Lefton, and Puerto Asis Corporation ("Current Guarantors") by Carey Watermark Investors Incorporated ("Proposed Guarantors"), with Karim Alibhai, a Current Guarantor, remaining as a Proposed Guarantor, (4) substitution of the indemnitors from Sherwood M. Weiser (Deceased 8/1/2011), Donald E. Lefton, and Puerto Asis Corporation ("Current Indemnitors") to Proposed Guarantors and the Borrower ("Proposed Indemnitors") with Karim Alibhai, a Current Indemnitor, remaining as a Proposed Indemnitor, and (5) lease of the collateral property, the Ritz Carlton Key Biscayne, from Borrower to Key Biscayne Hotel Operator, Inc., a taxable Real Estate Investment Trust ("KB TRS", "REIT", or "OPCO") and a 100% owned subsidiary of the Borrower. The lease will be subordinated to the Loan. The proposed transfer of ownership, modification of the transfer clause in the loan documents, substitution of the non-recourse carve-out guarantors, substitution of indemnitors and the lease of the collateral property will become effective upon satisfaction of the conditions precedent set forth in the loan documents, as amended.
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