in the Case of Enforcement
134152
§14.11
Request for Agent Action
135153
§14.12
Bankruptcy
135153
§14.13
Reliance by the Agent
135154
§14.14
Approvals
135154
§14.15
The Borrower Not Beneficiary
136154
§14.16
Reliance on Hedge Provider
136154
§14.17
Comfort Letters
136155
§14.18
Subordination and Standstill Agreements
155
§15.
EXPENSES
136155
§16.
INDEMNIFICATION
137156
§17.
SURVIVAL OF COVENANTS, ETC.
138157
§18.
ASSIGNMENT AND PARTICIPATION
139157
§18.1
Conditions to Assignment by Lenders
139157
§18.2
Register
140159
§18.3
New Notes
140159
§18.4
Participations
140160
§18.5
Pledge by Lender
141160
§18.6
No Assignment by the Borrower
141161
§18.7
Disclosure
141161
§18.8
Mandatory Assignment
142162
§18.9
Amendments to Loan Documents
143162
§18.10
Titled Agents
143163
§19.
NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS
143163
§20.
RELATIONSHIP
145165
§21.
GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
146165
§22.
HEADINGS
146166
§23.
COUNTERPARTS
146166
§24.
ENTIRE AGREEMENT, ETC.
147166
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
147167
§26.
DEALINGS WITH THE BORROWER
147167
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
148168
§28.
SEVERABILITY
149169
§29.
TIME OF THE ESSENCE
149169
§30.
NO UNWRITTEN AGREEMENTS
149169
§31.
REPLACEMENT NOTES
149169
§32.
NO THIRD PARTIES BENEFITED
150169
§33.
PATRIOT ACT
150170
§34.
ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS
150170
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EXHIBITS AND SCHEDULES
Exhibit A
FORM OF JOINDER AGREEMENT Exhibit B
FORM OF REVOLVING CREDIT
NOTE Exhibit C
FORM OF SWING 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 BORROWING BASE CERTIFICATE Exhibit I
FORM OF ASSIGNMENT
AND ACCEPTANCE AGREEMENT Exhibits J
FORMS OF U.S. TAX COMPLIANCE CERTIFICATES
Exhibit K
RESERVEDFORM OF CONVERTIBLE PROMISSORY NOTE AND LOAN AGREEMENT
Schedule 1.1
LENDERS AND COMMITMENTS Schedule 1.3
INITIAL BORROWING BASE
PROPERTIES, TIER I PROPERTIES AND TIER II PROPERTIES Schedule 2.9(a)
PERMITTED ACQUISITIONS Schedule 2.9(b)
PERMITTED REFINANCES Schedule 4.3
ACCOUNTS Schedule 5.3
BORROWING BASE QUALIFICATION DOCUMENTS Schedule 5.5
MINIMUM RELEASE PRICES Schedule 6.3
TITLE TO PROPERTIES Schedule 6.5
NO
MATERIAL CHANGES Schedule 6.7
PENDING LITIGATION Schedule 6.10
TAX STATUS
Schedule 6.14
CERTAIN TRANSACTIONS Schedule 6.20(a)
SUBSIDIARIES OF REIT
Schedule 6.20(b)
UNCONSOLIDATED AFFILIATES OF REIT AND ITS SUBSIDIARIES
Schedule 6.21
LEASES Schedule 6.22
PROPERTY Schedule 6.24
OTHER DEBT
Schedule 6.34
MATERIAL CONTRACTS Schedule 6.37
INITIAL BORROWING BASE
PROPERTIES Schedule 7.23
RESERVED
-vi-
--------------------------------------------------------------------------------
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is made as of March 1, 2017, by and
among CONDOR HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership
(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, and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the "Agent").
R E C I T A L S
WHEREAS, the Borrower has requested that the Lenders provide a revolving credit
facility to the Borrower; and
WHEREAS, the Agent and the Lenders are willing to provide such revolving credit
facility to the Borrower