ETC.
110
§18.
ASSIGNMENT AND PARTICIPATION
111
§18.1
Conditions to Assignment by Lenders
111
§18.2
Register
112
§18.3
New Notes
112
vi
TABLE OF CONTENTS
(continued)
Page
§18.4
Participations
112
§18.5
Pledge by Lender
113
§18.6
No Assignment by Borrower
113
§18.7
Disclosure
113
§18.8
Mandatory Assignment
114
§18.9
Amendments to Loan Documents
114
§18.10
Titled Agents
115
§19.
NOTICES
115
§20.
RELATIONSHIP
116
§21.
GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
116
§22.
HEADINGS
117
§23.
COUNTERPARTS
117
§24.
ENTIRE AGREEMENT, ETC.
117
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
117
§26.
DEALINGS WITH THE BORROWER
118
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
118
§28.
SEVERABILITY
119
§29.
TIME OF THE ESSENCE
119
§30.
REPLACEMENT NOTES
119
§31.
NO THIRD PARTIES BENEFITED
119
§32.
PATRIOT ACT
120
§33.
NO UNWRITTEN AGREEMENTS
121
vii
EXHIBITS AND SCHEDULES
Exhibit A
FORM OF REVOLVING CREDIT NOTE
Exhibit B
FORM OF SWING LOAN NOTE
Exhibit C
FORM OF JOINDER AGREEMENT
Exhibit D
FORM OF REQUEST FOR REVOLVING CREDIT LOAN
Exhibit E
FORM OF LETTER OF CREDIT REQUEST
Exhibit F
FORM OF BORROWING BASE CERTIFICATE
Exhibit G
FORM OF COMPLIANCE CERTIFICATE
Exhibit H
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit I
FORM OF LETTER OF CREDIT APPLICATION
Exhibit J
FORM OF ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT
Schedule 1.1
LENDERS AND COMMITMENTS
Schedule 1.2
SUBSIDIARY GUARANTORS
Schedule 1.3
EXCLUDED PROPERTIES
Schedule 1.4
EXISTING LETTERS OF CREDIT
Schedule 4.3
ACCOUNTS
Schedule 5.3
ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
Schedule 6.3
LIST OF ALL ENCUMBRANCES ON ASSETS
Schedule 6.5
NO MATERIAL CHANGES
Schedule 6.6
TRADEMARKS, TRADENAMES
Schedule 6.10
UNPAID TAXES
Schedule 6.15
CERTAIN TRANSACTIONS
Schedule 6.21(a)
SUBSIDIARIES OF REIT
Schedule 6.21(b)
UNCONSOLIDATED AFFILIATES REIT AND ITS SUBSIDIARIES
viii
Schedule 6.22
LEASES
Schedule 6.23
PROPERTY
Schedule 6.25
MATERIAL LOAN AGREEMENTS
Schedule 9
EXAMPLE OF DEBT SERVICE COVERAGE AMOUNT CALCULATION
ix
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made as of the
20th day of December, 2013, by and among TIER OPERATING PARTNERSHIP LP (formerly
known as Behringer Harvard Operating Partnership I LP), a Texas limited
partnership (the "Borrower"), KEYBANK NATIONAL ASSOCIATION ("KeyBank"), JPMORGAN
CHASE BANK, N.A. ("JPM"), the other lending institutions which are parties to
this Agreement as "Lenders", and the other lending institutions that may become
parties hereto pursuant to §18 (together with KeyBank, the "Lenders"), and
KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the "Agent"), and
KEYBANC CAPITAL MARKETS and J. P. MORGAN SECURITIES LLC, as Co-Lead Arrangers
and Book Runners.
R E C I T A L S
WHEREAS, Borrower, KeyBank, individually and as administrative agent, and the
other parties thereto have entered into that certain Credit Agreement dated as
of October 25, 2011 (the "Original Credit Agreement"); and
WHEREAS, the parties desire to enter into this Agreement to amend and restate
the Original Credit Agreement in its entirety;
NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and
agreements contained herein, the parties hereto hereby covenant and agree as