iii -
Section 13.10. Indemnification
199
Section 13.11. Termination; Survival
201
Section 13.12. Severability of Provisions
202
Section 13.13. GOVERNING LAW
202
Section 13.14. Counterparts
202
Section 13.15. No Advisory or Fiduciary Relationship
202
Section 13.16. Obligations with Respect to Loan Parties
203
Section 13.17. Independence of Covenants
203
Section 13.18. Limitation of Liability
203
Section 13.19. Entire Agreement
204
Section 13.20. Construction
204
Section 13.21. Headings
204
Section 13.22. Acknowledgement and Consent to Bail-In of EEA Financial
Institutions
204
Section 13.23. Nonrecourse to the Parent; Limited Nature of the Parent's
Obligations under this Agreement
205
Section 13.24. Subordination of Intercompany Indebtedness
205
ARTICLE XIV. Cross-Guarantee
205
SCHEDULE I
Revolving Credit Facility Lenders and Revolving Credit Commitments
SCHEDULE II
Term Loan Facility Lenders and Term Loan Commitments SCHEDULE
1.1.
List of Loan Parties SCHEDULE 1.1.(a)
Eligible Property Exceptions
SCHEDULE 1.1.(b)
Permitted Liens 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 SCHEDULE 8.19.
Post-Closing Obligations 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
Notice of Swingline Borrowing EXHIBIT F
Form of Guaranty EXHIBIT G
Form of
Revolving Credit Note EXHIBIT H
Form of Swingline Note EXHIBIT I
Form of
Term Loan Note EXHIBIT J
Form of Bid Rate Note EXHIBIT K
Form of
Disbursement Instruction Agreement EXHIBIT L
Form of Compliance Certificate
- iv -
EXHIBIT M
Forms of U.S. Tax Compliance Certificates EXHIBIT N
Form of
Borrowing Subsidiary Agreement EXHIBIT O
Form of Borrowing Subsidiary
Termination EXHIBIT P
Form of Designation Agreement EXHIBIT Q
Form of Bid
Rate Quote Request EXHIBIT R
Form of Bid Rate Quote EXHIBIT S
Form of
Acceptance or Non-Acceptance of Bid Rate Quotes
- v -
THIS CREDIT AGREEMENT, as amended, supplemented or otherwise modified from time
to time (this "Agreement") dated as of December 28, 2016 by and among PARK
INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of
the State of Delaware (the "Company"), 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent (the "Administrative Agent").
WHEREAS, the Company, the Parent, the Subsidiary Borrowers, the Lenders, the
Issuing Banks, the Swingline Lenders and the Administrative Agent desire to
enter into this Agreement to provide for (among other things) a Revolving Credit
Facility and a Term Loan Facility to the Company and the Subsidiary Borrowers,
all on and subject to the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the