119
§19.
NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS
119
§20.
RELATIONSHIP
121
§21.
GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
121
§22.
HEADINGS
122
§23.
COUNTERPARTS
122
§24.
ENTIRE AGREEMENT, ETC.
122
iv
Table of Contents
(continued)
Page
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
122
§26.
DEALINGS WITH THE BORROWER
123
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
124
§28.
SEVERABILITY
125
§29.
TIME OF THE ESSENCE
125
§30.
NO UNWRITTEN AGREEMENTS
125
§31.
REPLACEMENT NOTES
125
§32.
NO THIRD PARTIES BENEFITED
125
§33.
PATRIOT ACT
126
§34.
ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS
126
v
EXHIBITS AND SCHEDULES
Exhibit A
FORM OF JOINDER AGREEMENT
Exhibit B
FORM OF REVOLVING CREDIT NOTE
Exhibit C
FORM OF TERM LOAN NOTE
Exhibit D
FORM OF REQUEST FOR REVOLVING CREDIT LOAN
Exhibit E
FORM OF LETTER OF CREDIT REQUEST
Exhibit F
FORM OF LETTER OF CREDIT APPLICATION
Exhibit G
FORM OF COMPLIANCE CERTIFICATE
Exhibit H
FORM OF UNENCUMBERED POOL CERTIFICATE
Exhibit I
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibits J
FORMS OF U.S. TAX COMPLIANCE CERTIFICATES
Exhibits K
FORM OF WATERFALL CALCULATIONS
Exhibits L
FORM OF RESIDUAL DEVELOPER CERTIFICATE
Schedule 1.1
LENDERS AND COMMITMENTS
Schedule 1.3
INITIAL UNENCUMBERED POOL PROPERTIES
Schedule 5.3
UNENCUMBERED POOL QUALIFICATION DOCUMENTS
Schedule 6.3
TITLE TO PROPERTIES
Schedule 6.5
NO MATERIAL CHANGES
Schedule 6.6
TRADEMARKS, TRADENAMES
Schedule 6.7
PENDING LITIGATION
Schedule 6.10
TAX STATUS
Schedule 6.14
CERTAIN TRANSACTIONS
Schedule 6.20(a)
SUBSIDIARIES OF BORROWER
Schedule 6.20(b)
UNCONSOLIDATED AFFILIATES OF BORROWER AND ITS SUBSIDIARIES
Schedule 6.21(c)
SUB-REIT PREFERRED EQUITY
Schedule 6.22
PROPERTY
vi
Schedule 6.24
OTHER DEBT
vii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is made as of March 30, 2017, by and
among MONOGRAM RESIDENTIAL FACILITY I, LLC, a Delaware limited liability company
(the "Borrower"), KEYBANK NATIONAL ASSOCIATION ("KeyBank"), the other lending
institutions which are parties to this Agreement as "Lenders", and the other
lending institutions that may become parties hereto as "Lenders" pursuant to
§18, KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the "Agent"),
JPMORGAN CHASE BANK, N.A., and COMPASS BANK, as Co-Syndication Agents, REGIONS
BANK, as Documentation Agent, and KEYBANC CAPITAL MARKETS, INC. ("KCM"),
JPMORGAN CHASE BANK, N.A. ("JPMS") and COMPASS BANK ("Compass"), as Co-Lead
Arrangers and Book Runners.
R E C I T A L S
WHEREAS, the Borrower has requested that the Lenders provide a term loan and
revolving credit facility to the Borrower; and
WHEREAS, the Agent and the Lenders are willing to provide such term loan and
revolving credit facility to the Borrower on and subject to the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and
agreements contained herein, the parties hereto hereby covenant and agree as
follows:
§1.
DEFINITIONS AND RULES OF INTERPRETATION.
§1.1
Definitions.
The following terms shall have the meanings set forth
in this §l or elsewhere in the provisions of this Agreement referred to below:
Additional Commitment Request Notice.
See §2.11(a).
Additional Guarantor.
Each additional Subsidiary of the Borrower which becomes
a