Account Party. IF THIS AGREEMENT IS SIGNED BY ONE ACCOUNT PARTY ONLY, THE TERMS “ACCOUNT PARTIES” AND “THEIR” AND “THEM” SHALL REFER THROUGHOUT TO THE ONE ACCOUNT PARTY EXECUTING THIS AGREEMENT; IF THIS AGREEMENT IS SIGNED BY MORE THAN ONE PARTY, THIS AGREEMENT SHALL BE THE JOINT AND SEVERAL OBLIGATION OF ALL SUCH ACCOUNT PARTIES. IF THE UNDERSIGNED IS A PARTNERSHIP, THE OBLIGATIONS HEREUNDER SHALL CONTINUE IN FORCE AND APPLY NOTWITHSTANDING ANY CHANGE IN MEMBERSHIP OF SUCH PARTNERSHIP. THIS AGREEMENT SHALL BE BINDING UPON EACH OF THE ACCOUNT PARTIES AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SHALL INURE TO ISSUER’S BENEFIT AND ISSUER’S SUCCESSORS AND ASSIGNS. ISSUER MAY, WITHOUT NOTICE TO THE ACCOUNT PARTIES, ASSIGN THIS AGREEMENT IN WHOLE OR IN PART. Account Party Name: Signature: Signer’s Name: Title or Capacity: Date: Account Party Name: Signature: Signer’s Name: Title or Capacity: Date: KeyCorp: Confidential EXHIBIT J FORM OF AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT The undersigned HPT MANAGEMENT SERVICES LLC, a Texas limited liability company (the “Manager”), which manages certain real properties commonly known as Three Xxxxxxxx Place located at 000 Xxxxxxxx Xxxxxxx, Houston, Texas, Centreport Office Center located at 14760-14770 Trinity Boulevard, Fort Worth, Texas, Woodcrest Corporate Center (Junior) located at 000 Xxxxxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx, 0000 Xxxx Xxxxxx located at 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, and 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (collectively, the “Property”) on behalf of TIER REIT, INC., a Maryland corporation (formerly known as Behringer Harvard REIT I, Inc.) (“Parent”), TIER OPERATING PARTNERSHIP LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (“Borrower”), BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership (“Eldridge”), BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership (“Centreport”), BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company (“Woodcrest IV”), WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company (“Woodcrest Road”), ARCH 1650 PARTNERS, L.P., a Delaware limited partnership (“Arch 1650”), ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited liability company (“One Financial Place”), OFP ILLINOIS SERVICES LLC, a Delaware limited liability company (“OFP Operating Lessee”), respectively (One Financial Place, OFP Operating Lessee, Centreport, Arch 1650, Eisenhower, Woodcrest IV, Woodcrest Road and Xxxxxxxx Land are hereinafter referred to collectively as “Subsidiary Guarantors”; Parent, Borrower and the Subsidiary Guarantors are hereinafter collectively referred to as the “Owner”) acknowledges that this Amended and Restated Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of Tier Operating Partnership LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (the “Borrower”) set forth in that certain Amended and Restated Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Loan Agreement”) among Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Loan Agreement (collectively, the “Lenders”). Any capitalized terms used herein but not defined herein shall have the same meanings as are ascribed to them in the Loan Agreement. Owner and Manager hereby agree with Agent as follows:
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Samples: Credit Agreement (Tier Reit Inc)
Account Party. IF THIS AGREEMENT IS SIGNED BY ONE ACCOUNT PARTY ONLY, THE TERMS “ACCOUNT PARTIES” AND “THEIR” AND “THEM” SHALL REFER THROUGHOUT TO THE ONE ACCOUNT PARTY EXECUTING THIS AGREEMENT; IF THIS AGREEMENT IS SIGNED BY MORE THAN ONE PARTY, THIS AGREEMENT SHALL BE THE JOINT AND SEVERAL OBLIGATION OF ALL SUCH ACCOUNT PARTIES. IF THE UNDERSIGNED IS A PARTNERSHIP, THE OBLIGATIONS HEREUNDER SHALL CONTINUE IN FORCE AND APPLY NOTWITHSTANDING ANY CHANGE IN MEMBERSHIP OF SUCH PARTNERSHIP. THIS AGREEMENT SHALL BE BINDING UPON EACH OF THE ACCOUNT PARTIES AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SHALL INURE TO ISSUER’S BENEFIT AND ISSUER’S SUCCESSORS AND ASSIGNS. ISSUER MAY, WITHOUT NOTICE TO THE ACCOUNT PARTIES, ASSIGN THIS AGREEMENT IN WHOLE OR IN PART. Account Party Name: Signature: Signer’s Name: Title or Capacity: Date: Account Party Name: Signature: Signer’s Name: Title or Capacity: Date: KeyCorp: Confidential EXHIBIT J G FORM OF AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT The undersigned HPT MANAGEMENT SERVICES LLCCOMPLIANCE CERTIFICATE KeyBank National Association, a Texas limited liability company (the “Manager”), which manages certain real properties commonly known as Three Xxxxxxxx Place located at 000 Xxxxxxxx Xxxxxxx, Houston, Texas, Centreport Office Center located at 14760-14770 Trinity Boulevard, Fort Worth, Texas, Woodcrest Corporate Center (Junior) located at 000 Xxxxxxxxx, Xxxxxx Agent 0000 Xxxxxxxxx Xxxx, Xxx XxxxxxN.E., 0000 Xxxx Xxxxxx located at 0000 Xxxx XxxxxxSuite 1550 Atlanta, XxxxxxxxxxxxGeorgia 30328 Attention: Xxxxx Xxxxxxxx Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 29, Xxxxxxxxxxxx, and 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 2016 (collectivelyas the same may hereafter be amended, the “PropertyCredit Agreement”) on behalf of TIER REITby and among Four Springs Capital Trust Operating Partnership, INC., a Maryland corporation L.P. (formerly known as Behringer Harvard REIT I, Inc.) (“Parent”), TIER OPERATING PARTNERSHIP LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (the “Borrower”), BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership (“Eldridge”), BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership (“Centreport”), BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company (“Woodcrest IV”), WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company (“Woodcrest Road”), ARCH 1650 PARTNERS, L.P., a Delaware limited partnership (“Arch 1650”), ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited liability company (“One Financial Place”), OFP ILLINOIS SERVICES LLC, a Delaware limited liability company (“OFP Operating Lessee”), respectively (One Financial Place, OFP Operating Lessee, Centreport, Arch 1650, Eisenhower, Woodcrest IV, Woodcrest Road and Xxxxxxxx Land are hereinafter referred to collectively as “Subsidiary Guarantors”; Parent, Borrower and the Subsidiary Guarantors are hereinafter collectively referred to as the “Owner”) acknowledges that this Amended and Restated Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of Tier Operating Partnership LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (the “Borrower”) set forth in that certain Amended and Restated Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Loan Agreement”) among Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) KeyBank National Association for itself and as Agent, and the other lending institutions Lenders from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. Pursuant to the Loan Agreement (collectivelyCredit Agreement, the Borrower (or REIT, on the Borrower’s behalf) is furnishing to you herewith (or has most recently furnished to you) the consolidated financial statements of REIT for the fiscal period ended (the “LendersBalance Sheet Date”). Any capitalized terms used herein but not defined herein shall Such financial statements have been prepared in accordance with GAAP and present fairly the same meanings consolidated financial position of REIT at the date thereof and the results of its operations for the periods covered thereby. This certificate is submitted in compliance with requirements of §2.11(d), §5.3(a), §5.5(b), §7.4(c) or §10.11 of the Credit Agreement, as applicable. If this certificate is provided under a provision other than §7.4(c), the calculations provided below are ascribed to them made using the consolidated financial statements of REIT as of the Balance Sheet Date adjusted in the best good faith estimate of REIT to give effect to the making of a Loan, issuance of a Letter of Credit, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the estimate of REIT of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial officer, chief executive officer, treasurer or chief accounting officer of the Borrower (or REIT, if this certificate is delivered by REIT on the Borrower’s behalf). The undersigned representative has caused the provisions of the Loan AgreementDocuments to be reviewed and has no knowledge of any Default or Event of Default. Owner (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and Manager hereby agree the actions taken, being taken or proposed to be taken by the Borrower with Agent respect thereto.) The undersigned is providing the attached information to demonstrate compliance as follows:of the date hereof with the covenants described in the attachment hereto.
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Account Party. IF THIS AGREEMENT IS SIGNED BY ONE ACCOUNT PARTY ONLY, THE TERMS “ACCOUNT PARTIES” AND “THEIR” AND “THEM” SHALL REFER THROUGHOUT TO THE ONE ACCOUNT PARTY EXECUTING THIS AGREEMENT; IF THIS AGREEMENT IS SIGNED BY MORE THAN ONE PARTY, THIS AGREEMENT SHALL BE THE JOINT AND SEVERAL OBLIGATION OF ALL SUCH ACCOUNT PARTIES. IF THE UNDERSIGNED IS A PARTNERSHIP, THE OBLIGATIONS HEREUNDER SHALL CONTINUE IN FORCE AND APPLY NOTWITHSTANDING ANY CHANGE IN MEMBERSHIP OF SUCH PARTNERSHIP. THIS AGREEMENT SHALL BE BINDING UPON EACH OF THE ACCOUNT PARTIES AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SHALL INURE TO ISSUER’S BENEFIT AND ISSUER’S SUCCESSORS AND ASSIGNS. ISSUER MAY, WITHOUT NOTICE TO THE ACCOUNT PARTIES, ASSIGN THIS AGREEMENT IN WHOLE OR IN PART. Account Party NameName typed: Signature: Signer’s NameName typed: Title or Capacity: Date: Account Party NameName typed: Signature: Signer’s NameName typed: Title or Capacity: Date: KeyCorp: Confidential EXHIBIT J G FORM OF AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT The undersigned HPT MANAGEMENT SERVICES LLCCOMPLIANCE CERTIFICATE KeyBank National Association, a Texas limited liability company (the “Manager”), which manages certain real properties commonly known as Three Xxxxxxxx Place located at 000 Xxxxxxxx Xxxxxxx, Houston, Texas, Centreport Office Center located at 14760-14770 Trinity Boulevard, Fort Worth, Texas, Woodcrest Corporate Center (Junior) located at 000 Xxxxxxxxx, Xxxxxx Agent 0000 Xxxxxxxxx Xxxx, N.E., Suite 1550 Atlanta, Georgia 30328 Attention: Xxx XxxxxxXxxxxxx Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of March 1, 0000 Xxxx Xxxxxx located at 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, and 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 2017 (collectivelyas the same may hereafter be amended, the “PropertyCredit Agreement”) on behalf of TIER REIT, INC., a Maryland corporation by and among Condor Hospitality Limited Partnership (formerly known as Behringer Harvard REIT I, Inc.) (“Parent”), TIER OPERATING PARTNERSHIP LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (the “Borrower”), BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership (“Eldridge”), BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership (“Centreport”), BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company (“Woodcrest IV”), WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company (“Woodcrest Road”), ARCH 1650 PARTNERS, L.P., a Delaware limited partnership (“Arch 1650”), ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited liability company (“One Financial Place”), OFP ILLINOIS SERVICES LLC, a Delaware limited liability company (“OFP Operating Lessee”), respectively (One Financial Place, OFP Operating Lessee, Centreport, Arch 1650, Eisenhower, Woodcrest IV, Woodcrest Road and Xxxxxxxx Land are hereinafter referred to collectively as “Subsidiary Guarantors”; Parent, Borrower and the Subsidiary Guarantors are hereinafter collectively referred to as the “Owner”) acknowledges that this Amended and Restated Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of Tier Operating Partnership LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (the “Borrower”) set forth in that certain Amended and Restated Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Loan Agreement”) among Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) KeyBank National Association for itself and as Agent, and the other lending institutions Lenders from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. Pursuant to the Loan Agreement (collectivelyCredit Agreement, the Borrower (or REIT, on the Borrower’s behalf) is furnishing to you herewith (or has most recently furnished to you) the consolidated financial statements of REIT for the fiscal period ended (the “LendersBalance Sheet Date”). Any capitalized terms used herein but not defined herein shall Such financial statements have been prepared in accordance with GAAP and present fairly the same meanings consolidated financial position of REIT at the date thereof and the results of its operations for the periods covered thereby. This certificate is submitted in compliance with requirements of §2.11(d), §5.3, §5.5(b), §7.4(c) or §10.11 of the Credit Agreement, as applicable. If this certificate is provided under a provision other than §7.4(c), the calculations provided below are ascribed to them made using the consolidated financial statements of REIT as of the Balance Sheet Date adjusted in the best good faith estimate of REIT to give effect to the making of a Loan, issuance of a Letter of Credit, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the estimate of REIT of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial officer, chief executive officer, treasurer or chief accounting officer of the Borrower (or REIT, if this certificate is delivered by REIT on the Borrower’s behalf). The undersigned representative has caused the provisions of the Loan AgreementDocuments to be reviewed and has no knowledge of any Default or Event of Default. Owner (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and Manager hereby agree the actions taken, being taken or proposed to be taken by the Borrower with Agent respect thereto.) The undersigned is providing the attached information to demonstrate compliance as follows:of the date hereof with the covenants described in the attachment hereto.
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Account Party. IF THIS AGREEMENT IS SIGNED BY ONE ACCOUNT PARTY ONLY, THE TERMS “ACCOUNT PARTIES” AND “THEIR” AND “THEM” SHALL REFER THROUGHOUT TO THE ONE ACCOUNT PARTY EXECUTING THIS AGREEMENT; IF THIS AGREEMENT IS SIGNED BY MORE THAN ONE PARTY, THIS AGREEMENT SHALL BE THE JOINT AND SEVERAL OBLIGATION OF ALL SUCH ACCOUNT PARTIES. IF THE UNDERSIGNED IS A PARTNERSHIP, THE OBLIGATIONS HEREUNDER SHALL CONTINUE IN FORCE AND APPLY NOTWITHSTANDING ANY CHANGE IN MEMBERSHIP OF SUCH PARTNERSHIP. THIS AGREEMENT SHALL BE BINDING UPON EACH OF THE ACCOUNT PARTIES AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SHALL INURE TO ISSUER’S BENEFIT AND ISSUER’S SUCCESSORS AND ASSIGNS. ISSUER MAY, WITHOUT NOTICE TO THE ACCOUNT PARTIES, ASSIGN THIS AGREEMENT IN WHOLE OR IN PART. Account Party Name: Signature: Signer’s Name: Title or Capacity: Date: Account Party Name: Signature: Signer’s Name: Title or Capacity: Date KeyBank National Association Application for Amendment to Standby Letter of Credit To: Standby Letter of Credit Services 4900 Xxxxxxxx, 1’1 floor Xxxxxxxxx, Xxxx 00000-0000 Mailcode: OH-01-49-1003 Fax Number: (000) 000-0000 Date: KeyCorpAmendment#: Confidential Please amend by: 0 Swift (Advising Bank Swift Address) (Note: 11 II l’l!lflll!.\”1.\’ will be sent t•iu Courier unless otlumvise indicated.) 0 Extend Expiration Date to: 0 Increase 10 Decrease 0 Change Address New Address: (No P.O. Boxes) 0 Beneficiary 0 Applicant I By:$ I Letter of Credit#: I New Total: $ Appllcnnt shnll keep nnd mnintain Demand Deposit Account No. __ _ nt all limes. Key Bank is authorized to debit the Xxxxxx Deposit Account or any successor account to pay any amounts which become due by Applicant in connection with the Letter of Cr edit, including any fees charged to Applicant or the amount of any draw(s) mnde under the Letter of Cr edit by the Beneficiary. 0 Add 0 Delete The following documentary requirement(s) I special instruction(s): 0 Other: We understand that amendments to Irrevocable Standby Letters of Credit are subject to acceptance by the beneficiary. All other terms and conditions of the original Letter of Credit, the Application for the same, and the Agreement for Standby Letters of Credit and Security Agreement remain unchanged. This application shall include revisions of the terminology set forth above as you deem necessary. Applicant Name: Authorized Signature: Title/Phone Number: Authorized Signature: Title/Phone Number: EXHIBIT J G FORM OF AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT The undersigned HPT MANAGEMENT SERVICES LLCCOMPLIANCE CERTIFICATE KeyBank National Association, a Texas limited liability company (the “Manager”), which manages certain real properties commonly known as Three Xxxxxxxx Place located at 000 Xxxxxxxx Xxxxxxx, Houston, Texas, Centreport Office Center located at 14760-14770 Trinity Boulevard, Fort Worth, Texas, Woodcrest Corporate Center (Junior) located at 000 Xxxxxxxxx, Xxxxxx Agent 0000 Xxxxxxxxx Xxxx, Xxx XxxxxxN.E., 0000 Xxxx Xxxxxx located at 0000 Xxxx XxxxxxSuite 1550 Atlanta, Xxxxxxxxxxxx, Xxxxxxxxxxxx, Georgia 30328 Attn: Tayven Hike Ladies and 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (collectively, Gentlemen: Reference is made to the “Property”) on behalf of TIER REIT, INC., a Maryland corporation (formerly known as Behringer Harvard REIT I, Inc.) (“Parent”), TIER OPERATING PARTNERSHIP LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (“Borrower”), BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership (“Eldridge”), BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership (“Centreport”), BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company (“Woodcrest IV”), WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company (“Woodcrest Road”), ARCH 1650 PARTNERS, L.P., a Delaware limited partnership (“Arch 1650”), ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited liability company (“One Financial Place”), OFP ILLINOIS SERVICES LLC, a Delaware limited liability company (“OFP Operating Lessee”), respectively (One Financial Place, OFP Operating Lessee, Centreport, Arch 1650, Eisenhower, Woodcrest IV, Woodcrest Road and Xxxxxxxx Land are hereinafter referred to collectively as “Subsidiary Guarantors”; Parent, Borrower and the Subsidiary Guarantors are hereinafter collectively referred to as the “Owner”) acknowledges that this Amended and Restated Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of Tier Operating Partnership LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (the “Borrower”) set forth in that certain Second Amended and Restated Credit Agreement dated as of even date herewith October 15, 2015 (together with all supplements, amendments and restatements thereto, herein referred to as the same may hereafter be amended, the “Loan Credit Agreement”) by and among BorrowerMid-America Apartments, KEYBANK NATIONAL ASSOCIATION, a national banking association L.P. (“KeyBankBorrower”), individually and as Agent (“Agent”) KeyBank National Association for itself and as Agent, and the other lending institutions Lenders from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. Pursuant to the Loan Agreement Credit Agreement, Borrower is furnishing to you herewith (collectively, or have most recently furnished to you) the consolidated financial statements of the Borrower for the fiscal period ended (the “LendersBalance Sheet Date”). Any capitalized terms used herein but not defined herein shall Such financial statements have been prepared in accordance with GAAP and present fairly the same meanings consolidated financial position of the Borrower at the date thereof and the results of its operations for the periods covered thereby. This certificate is submitted in compliance with requirements of §2.10(d), §7.4(c), §8.3 or §10.10 of the Credit Agreement. If this certificate is provided under a provision other than §7.4(c), the calculations provided below are made using the consolidated financial statements of the Borrower as are ascribed to them of the Balance Sheet Date adjusted in the best good faith estimate of Borrower to give effect to the making of a Loan Agreementor issuance of a Letter of Credit, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the estimate of Borrower of its effects are set forth in reasonable detail in an attachment hereto. Owner The undersigned officer is the chief financial officer or treasurer of REIT, acting as a general partner of the Borrower, or another senior financial officer of REIT, acting as general partner of the Borrower, reasonably acceptable to Agent. The undersigned representative has caused the provisions of the Loan Documents to be reviewed and Manager hereby agree has no knowledge of any Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower and Guarantors, if any, with Agent respect thereto.) The undersigned is providing the attached information to demonstrate compliance as follows:of the date hereof with the covenants described in the attachment hereto.
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Account Party. IF THIS AGREEMENT IS SIGNED BY ONE ACCOUNT PARTY ONLY, THE TERMS “ACCOUNT PARTIES” AND “THEIR” AND “THEM” SHALL REFER THROUGHOUT TO THE ONE ACCOUNT PARTY EXECUTING THIS AGREEMENT; IF THIS AGREEMENT IS SIGNED BY MORE THAN ONE PARTY, THIS AGREEMENT SHALL BE THE JOINT AND SEVERAL OBLIGATION OF ALL SUCH ACCOUNT PARTIES. IF THE UNDERSIGNED IS A PARTNERSHIP, THE OBLIGATIONS HEREUNDER SHALL CONTINUE IN FORCE AND APPLY NOTWITHSTANDING ANY CHANGE IN MEMBERSHIP OF SUCH PARTNERSHIP. THIS AGREEMENT SHALL BE BINDING UPON EACH OF THE ACCOUNT PARTIES AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SHALL INURE TO ISSUER’S BENEFIT AND ISSUER’S SUCCESSORS AND ASSIGNS. ISSUER MAY, WITHOUT NOTICE TO THE ACCOUNT PARTIES, ASSIGN THIS AGREEMENT IN WHOLE OR IN PART. Account Party NameName typed: Signature: Signer’s NameName typed: Title or Capacity: Date: Account Party NameName typed: Signature: Signer’s NameName typed: Title or Capacity: Date: KeyCorp: Confidential EXHIBIT J H FORM OF AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT The undersigned HPT MANAGEMENT SERVICES LLCBORROWING BASE CERTIFICATE KeyBank National Association, a Texas limited liability company (the “Manager”), which manages certain real properties commonly known as Three Xxxxxxxx Place located at 000 Xxxxxxxx Xxxxxxx, Houston, Texas, Centreport Office Center located at 14760-14770 Trinity Boulevard, Fort Worth, Texas, Woodcrest Corporate Center (Junior) located at 000 Agent 0000 X. Xxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx, Xxxxxxx 00000 Attn: Xxx Xxxxxx Xxxx, Xxx Xxxxxx, 0000 Xxxx Xxxxxx located at 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, Ladies and 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (collectively, the “Property”) on behalf of TIER REIT, INC., a Maryland corporation (formerly known as Behringer Harvard REIT I, Inc.) (“Parent”), TIER OPERATING PARTNERSHIP LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (“Borrower”), BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership (“Eldridge”), BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership (“Centreport”), BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company (“Woodcrest IV”), WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company (“Woodcrest Road”), ARCH 1650 PARTNERS, L.P., a Delaware limited partnership (“Arch 1650”), ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited liability company (“One Financial Place”), OFP ILLINOIS SERVICES LLC, a Delaware limited liability company (“OFP Operating Lessee”), respectively (One Financial Place, OFP Operating Lessee, Centreport, Arch 1650, Eisenhower, Woodcrest IV, Woodcrest Road and Xxxxxxxx Land are hereinafter referred Gentlemen: Reference is made to collectively as “Subsidiary Guarantors”; Parent, Borrower and the Subsidiary Guarantors are hereinafter collectively referred to as the “Owner”) acknowledges that this Amended and Restated Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of Tier Operating Partnership LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (the “Borrower”) set forth in that certain Second Amended and Restated Credit Agreement dated as of even date herewith February 10, 2017 (together with all supplements, amendments and restatements thereto, herein referred to as the same may hereafter be amended, the “Loan Credit Agreement”) among Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually by and as Agent among MedEquities Realty Operating Partnership, LP (the “AgentBorrower”) ), KeyBank National Association for itself and as Agent, and the other lending institutions Lenders from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. Pursuant to the Loan Agreement (collectivelyCredit Agreement, the “Lenders”)Borrower is furnishing to you herewith the Borrowing Base Certificate. Any capitalized terms used herein but not defined herein shall have This certificate is submitted in compliance with requirements of the same meanings as are ascribed to them in the Loan Credit Agreement. Owner and Manager hereby agree The undersigned is providing the attached information to demonstrate compliance as of the date hereof with Agent as follows:the covenants of the Credit Agreement relating hereto.
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Account Party. IF THIS AGREEMENT IS SIGNED BY ONE ACCOUNT PARTY ONLY, THE TERMS “ACCOUNT PARTIES” AND “THEIR” AND “THEM” SHALL REFER THROUGHOUT TO THE ONE ACCOUNT PARTY EXECUTING THIS AGREEMENT; IF THIS AGREEMENT IS SIGNED BY MORE THAN ONE PARTY, THIS AGREEMENT SHALL BE THE JOINT AND SEVERAL OBLIGATION OF ALL SUCH ACCOUNT PARTIES. IF THE UNDERSIGNED IS A PARTNERSHIP, THE OBLIGATIONS HEREUNDER SHALL CONTINUE IN FORCE AND APPLY NOTWITHSTANDING ANY CHANGE IN MEMBERSHIP OF SUCH PARTNERSHIP. THIS AGREEMENT SHALL BE BINDING UPON EACH OF THE ACCOUNT PARTIES AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SHALL INURE TO ISSUER’S BENEFIT AND ISSUER’S SUCCESSORS AND ASSIGNS. ISSUER MAY, WITHOUT NOTICE TO THE ACCOUNT PARTIES, ASSIGN THIS AGREEMENT IN WHOLE OR IN PART. Account Party NameName typed: Signature: Signer’s NameName typed: Title or Capacity: Date: Account Party NameName typed: Signature: Signer’s NameName typed: Title or Capacity: Date: KeyCorp: Confidential EXHIBIT J G FORM OF AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT The undersigned HPT MANAGEMENT SERVICES LLCCOMPLIANCE CERTIFICATE KeyBank National Association, a Texas limited liability company (the “Manager”), which manages certain real properties commonly known as Three Xxxxxxxx Place located at 000 Xxxxxxxx Xxxxxxx, Houston, Texas, Centreport Office Center located at 14760-14770 Trinity Boulevard, Fort Worth, Texas, Woodcrest Corporate Center (Junior) located at 000 Xxxxxxxxx, Xxxxxx Agent 0000 Xxxxxxxxx Xxxx, Xxx XxxxxxN.E., 0000 Xxxx Xxxxxx located at 0000 Xxxx XxxxxxSuite 1550 Atlanta, XxxxxxxxxxxxGeorgia 30328 Attention: Tayven Hike Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of March 30, Xxxxxxxxxxxx, and 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 2017 (collectivelyas the same may hereafter be amended, the “PropertyCredit Agreement”) on behalf of TIER REIT, INC., a Maryland corporation (formerly known as Behringer Harvard REIT by and among Monogram Residential Facility I, Inc.) (“Parent”), TIER OPERATING PARTNERSHIP LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (“Borrower”), BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership (“Eldridge”), BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership (“Centreport”), BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company (“Woodcrest IV”), WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company (“Woodcrest Road”), ARCH 1650 PARTNERS, L.P., a Delaware limited partnership (“Arch 1650”), ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited liability company (“One Financial Place”), OFP ILLINOIS SERVICES LLC, a Delaware limited liability company (“OFP Operating Lessee”), respectively (One Financial Place, OFP Operating Lessee, Centreport, Arch 1650, Eisenhower, Woodcrest IV, Woodcrest Road and Xxxxxxxx Land are hereinafter referred to collectively as “Subsidiary Guarantors”; Parent, Borrower and the Subsidiary Guarantors are hereinafter collectively referred to as the “Owner”) acknowledges that this Amended and Restated Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of Tier Operating Partnership LP, a Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (the “Borrower”) set forth in that certain Amended and Restated Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Loan Agreement”) among Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) KeyBank National Association for itself and as Agent, and the other lending institutions Lenders from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. Pursuant to the Loan Agreement (collectivelyCredit Agreement, the Borrower is furnishing to you herewith (or has most recently furnished to you) the consolidated financial statements of Borrower for the fiscal period ended (the “LendersBalance Sheet Date”). Any capitalized terms used herein but not defined herein shall Such financial statements have been prepared in accordance with GAAP and present fairly the same meanings consolidated financial position of Borrower at the date thereof and the results of its operations for the periods covered thereby. This certificate is submitted in compliance with requirements of §2.11(v), §5.4, §7.4(c) or §10.11 of the Credit Agreement, as applicable. If this certificate is provided under a provision other than §7.4(c), the calculations provided below are ascribed to them made using the consolidated financial statements of Borrower as of the Balance Sheet Date adjusted in the best good faith estimate of Borrower to give effect to the making of a Loan, issuance of a Letter of Credit, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the estimate of Borrower of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the of . The undersigned representative has caused the provisions of the Loan AgreementDocuments to be reviewed and has no knowledge of any Default or Event of Default. Owner (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and Manager hereby agree the actions taken, being taken or proposed to be taken by the Borrower with Agent respect thereto.) The undersigned is providing the attached information to demonstrate compliance as follows:of the date hereof with the covenants described in the attachment hereto.
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Samples: Credit Agreement (Monogram Residential Trust, Inc.)
