Indebtedness.
181183
Section 13.25. Acknowledgement Regarding Any Supported QFCs.
182184
ARTICLE XIV. Cross-Guarantee
183185
SCHEDULE I
Lenders and Commitments SCHEDULE 1.1.
List of Loan Parties
SCHEDULE 1.1.(a)
Eligible Property Exceptions SCHEDULE 1.1.(b)
Permitted
Liens SCHEDULE 1.1.(c)
Covenant Relief Period Property SCHEDULE 7.1.(b)
Ownership Structure SCHEDULE 7.1.(f)(i)
Hotel Properties SCHEDULE 7.1.(f)(ii)
Properties Designated by the Company as Eligible Properties SCHEDULE 7.1.(g)
Indebtedness and Guarantees SCHEDULE 7.1.(h)
Material Contracts SCHEDULE
7.1.(i)
Litigation SCHEDULE 7.1.(s)
Affiliate Transactions EXHIBIT A
Form of Assignment and Assumption Agreement EXHIBIT B
Form of Notice of
Borrowing EXHIBIT C
Form of Notice of Continuation EXHIBIT D
Form of
Notice of Conversion EXHIBIT E
Form of Solvency Certificate EXHIBIT F
Form
of Guaranty EXHIBIT G
[Intentionally Omitted]
- iv -
--------------------------------------------------------------------------------
EXHIBIT H
[Intentionally Omitted] EXHIBIT I
Form of Note EXHIBIT J
[Intentionally Omitted] EXHIBIT K
Form of Disbursement Instruction Letter
EXHIBIT L
Form of Compliance Certificate EXHIBIT M
Forms of U.S. Tax
Compliance Certificates EXHIBIT N
Form of Borrowing Subsidiary Agreement
EXHIBIT O
Form of Borrowing Subsidiary Termination
- v -
--------------------------------------------------------------------------------
THIS DELAYED DRAW TERM LOAN AGREEMENT, as amended, supplemented or otherwise
modified from time to time (this "Agreement") dated as of August 28, 2019 by and
among PARK INTERMEDIATE HOLDINGS LLC, a limited liability company formed under
the laws of the State of Delaware (the "Company" or the "Borrower
Representative"), PK DOMESTIC PROPERTY LLC, a limited liability company formed
under the laws of the State of Delaware ("PK Domestic LLC"), as a Borrower, PARK
HOTELS & RESORTS INC., a Delaware corporation (the "Parent"), solely for the
limited purposes described in Section 13.23., the Subsidiaries of the Company
from time to time party hereto as Subsidiary Borrowers, each of the financial
institutions initially a signatory hereto together with their successors and
assignees under Section 13.6. (the "Lenders"), and BANK OF AMERICA, N.A., as
Administrative Agent (the "Administrative Agent").
WHEREAS, the Company, PK Domestic LLC, the Parent, the Subsidiary Borrowers, the
Lenders and the Administrative Agent desire to enter into this Agreement to
provide a delayed draw term loan facility to the Company, PK Domestic LLC and
the Subsidiary Borrowers, on and subject to the terms and conditions contained
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
as follows:
ARTICLE I. DEFINITIONS
Section 1.1. Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"1031 Property" means any Property or interests (including Equity Interests) in
Property that is at any time held by a "qualified intermediary" (a "QI"), as
defined in the Treasury Regulations promulgated pursuant to Section 1031 of the
Internal Revenue Code, or an "exchange accommodation titleholder" (an "EAT"), as
defined in Internal Revenue Service Revenue Procedure 2000-37, as modified by
Internal Revenue Procedure 2004-51, (or in either case, by one or more Wholly
Owned Subsidiaries thereof, singly or as tenants in common) which is a single