136
§16.
INDEMNIFICATION
137
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Table of Contents
(continued)
Page
§17.
SURVIVAL OF COVENANTS, ETC.
138
§18.
ASSIGNMENT AND PARTICIPATION
139
§18.1
Conditions to Assignment by
Lenders
139
§18.2
Register
140
§18.3
New Notes
140
§18.4
Participations
140
§18.5
Pledge by Lender
141
§18.6
No Assignment by the Borrower
141
§18.7
Disclosure
141
§18.8
Mandatory Assignment
142
§18.9
Amendments to Loan
Documents
143
§18.10
Titled Agents
143
§19.
NOTICES;
EFFECTIVENESS; ELECTRONIC COMMUNICATIONS
143
§20.
RELATIONSHIP
145
§21.
GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
145
§22.
HEADINGS
146
§23.
COUNTERPARTS
146
§24.
ENTIRE AGREEMENT, ETC.
146
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
147
§26.
DEALINGS WITH THE BORROWER
147
§27.
CONSENTS, AMENDMENTS, WAIVERS,
ETC.
148
§28.
SEVERABILITY
149
§29.
TIME OF THE ESSENCE
149
§30.
NO UNWRITTEN AGREEMENTS
149
§31.
REPLACEMENT NOTES
149
§32.
NO THIRD PARTIES BENEFITED
149
§33.
PATRIOT ACT
150
§34.
ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS
150
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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
FORM OF ASSIGNMENT OF INTERESTS 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 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
POST-CLOSING ITEMS
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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 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