Common use of Subsidiaries and Other Equity Investments Clause in Contracts

Subsidiaries and Other Equity Investments. 6.16 Post-Closing Covenants 7.01(b) Existing Liens 7.02(f) Existing Investments 7.03(b) Existing Indebtedness 7.08 Transactions with Affiliates 7.09 Certain Contractual Obligations 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Letter of Credit Issuance Request C [Reserved] D-1 Term Note D-2 Revolving Credit Note D-3 [Reserved] E-1 Compliance Certificate E-2 Solvency Certificate F Assignment and Assumption G Security Agreement H Perfection Certificate I Intercompany Note J-2 Junior Lien Intercreditor Agreement K-1 United States Tax Compliance Certificate (Foreign Non-Partnership Lenders) K-2 United States Tax Compliance Certificate (Foreign Non-Partnership Participants) K-3 United States Tax Compliance Certificate (Foreign Partnership Lenders) K-4 United States Tax Compliance Certificate (Foreign Partnership Participants) L Administrative Questionnaire M-1 Affiliated Lender Assignment and Assumption M-2 Affiliated Lender Notice M-3 Acceptance and Prepayment Notice M-4 Discount Range Prepayment Notice M-5 Discount Range Prepayment Offer M-6 Solicited Discounted Prepayment Notice M-7 Solicited Discounted Prepayment Offer M-8 Specified Discount Prepayment Notice M-9 Specified Discount Prepayment Response CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of August 30, 2016, among ESH HOSPITALITY INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and each L/C Issuer.

Subsidiaries and Other Equity Investments. 6.16 Post-Closing Covenants 7.01(b) Existing Liens 7.02(f) Existing Investments 7.02(y) Existing Joint Ventures 7.03(b) Existing Indebtedness 7.08 Transactions with Affiliates 7.09 Certain Contractual Obligations 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Letter of Credit Issuance Request C [Reserved] D-1 Term Note D-2 D Revolving Credit Note D-3 [Reserved] E-1 Compliance Certificate E-2 Solvency Certificate F F-1 Assignment and Assumption F-2 Affiliated Lender Assignment and Assumption F-3 Affiliated Lender Notice G Security Agreement H Perfection Certificate I Intercompany Note J-2 Junior Lien Intercreditor Agreement K-1 United States Tax Compliance Certificate (Foreign Non-Partnership Lenders) K-2 United States Tax Compliance Certificate (Foreign Non-Partnership Participants) K-3 United States Tax Compliance Certificate (Foreign Partnership Lenders) K-4 United States Tax Compliance Certificate (Foreign Partnership Participants) L Administrative Questionnaire M-1 Affiliated Lender Assignment and Assumption M-2 Affiliated Lender Notice M-3 Acceptance and Prepayment Notice M-4 M-2 Discount Range Prepayment Notice M-5 M-3 Discount Range Prepayment Offer M-6 M-4 Solicited Discounted Prepayment Notice M-7 M-5 Solicited Discounted Prepayment Offer M-8 M-6 Specified Discount Prepayment Notice M-9 M-7 Specified Discount Prepayment Response CREDIT AGREEMENT This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of August 30September 2, 20162014, among ESH HOSPITALITY INC.TRAVELPORT LIMITED, a Delaware corporation company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT FINANCE (LUXEMBOURG) S.À X.X., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register under number RCS B B151012, having its registered office at 0-0, xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg and with a share capital of USD 180,000 (the “Borrower”), the other Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and Collateral AgentL/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and, and individually, a “Lender”) and each L/C Issuer).

Subsidiaries and Other Equity Investments. 6.16 Post-Closing Covenants 7.01(b) Existing Liens 7.02(f) Existing Investments 7.03(b) Existing Indebtedness 7.08 Transactions with Affiliates 7.09 Certain Contractual Obligations 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Letter of Credit Issuance Request C [Reserved] Swing Line Loan Notice D-1 Term Note D-2 Revolving Credit Note D-3 [Reserved] Swing Line Note E-1 Compliance Certificate E-2 Solvency Certificate F Assignment and Assumption G Security Agreement H Perfection Certificate I Intercompany Note J-2 Junior Lien Intercreditor Agreement K-1 United States Tax Compliance Certificate (Foreign Non-Partnership Lenders) K-2 United States Tax Compliance Certificate (Foreign Non-Partnership Participants) K-3 United States Tax Compliance Certificate (Foreign Partnership Lenders) K-4 United States Tax Compliance Certificate (Foreign Partnership Participants) L Administrative Questionnaire M-1 Affiliated Lender Assignment and Assumption M-2 Affiliated Lender Notice M-3 Acceptance and Prepayment Notice M-4 Discount Range Prepayment Notice M-5 Discount Range Prepayment Offer M-6 Solicited Discounted Prepayment Notice M-7 Solicited Discounted Prepayment Offer M-8 Specified Discount Prepayment Notice M-9 Specified Discount Prepayment Response CREDIT AGREEMENT This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of August 30October 25, 20162013, among ESH HOSPITALITY HILTON WORLDWIDE HOLDINGS INC., a Delaware corporation (“Parent”), HILTON WORLDWIDE FINANCE LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and, and individually, a “Lender”) and each L/C Issuer).

Subsidiaries and Other Equity Investments. 6.16 Post-Post Closing Covenants Matters 7.01(b) Existing Liens 7.02(f) Existing Investments 7.03(b) Existing Indebtedness 7.08 Transactions with Affiliates 7.09 Certain Contractual Obligations 10.02 Existing Restrictions 11.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A A-1 Committed Loan Notice A-2 Conversion/Continuation Notice B Letter of Credit Issuance Request Term Loan Note C [Reserved] D-1 Term Note D-2 Revolving Credit Note D-3 [Reserved] E-1 Compliance Certificate E-2 Solvency Certificate F D-1 Assignment and Assumption G D-2 Affiliate Assignment Notice E Guaranty F Security Agreement H Perfection Certificate I Intercompany Note J-2 Junior Lien Intercreditor Agreement K-1 United States Tax Compliance Certificate (Foreign G Non-Partnership Lenders) K-2 United States Tax Compliance Bank Certificate (Foreign Non-Partnership Participants) K-3 United States Tax Compliance Certificate (Foreign Partnership Lenders) K-4 United States Tax Compliance Certificate (Foreign Partnership Participants) H Intercompany Subordination Agreement J Discount Range Prepayment Notice K Discount Range Prepayment Offer L Administrative Questionnaire M-1 Affiliated Lender Assignment and Assumption M-2 Affiliated Lender Solicited Discounted Prepayment Notice M-3 M Solicited Discounted Prepayment Offer N Specified Discount Prepayment Notice O Specified Discount Prepayment Response P Acceptance and Prepayment Notice M-4 Discount Range Q Global Intercompany Note R Prepayment Notice M-5 Discount Range Prepayment Offer M-6 Solicited Discounted Prepayment Notice M-7 Solicited Discounted Prepayment Offer M-8 Specified Discount Prepayment Notice M-9 Specified Discount Prepayment Response S Closing Date Intercreditor Agreement T Equal Priority Intercreditor Agreement SECOND LIEN CREDIT AGREEMENT This SECOND LIEN CREDIT AGREEMENT is entered into as of August 30July 25, 20162014, by and among ESH HOSPITALITY INCKARMAN BUYER CORP., a Delaware corporation (the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the Guarantors party hereto from time to time“Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, Bank of America, as a joint bookrunner and a lead arranger, CREDIT SUISSE SECURITIES (USA) LLC, as a joint bookrunner and a lead arranger (“CSS”), DEUTSCHE BANK AG NEW YORK BRANCHSECURITIES INC., as Administrative Agent a joint bookrunner and Collateral a lead arranger (“DBSI”), JEFFERIES FINANCE LLC, as a joint bookrunner and a lead arranger (“Jefferies” and, together with Bank of America, CSS and DBSI, each, a “Lead Arranger” and, collectively, the “Lead Arrangers”), CSS, as syndication agent (in such capacity, including any successor thereto, the “Syndication Agent”), DBSI, as co-documentation agent (in such capacity, including any successor thereto, a “Co-Documentation Agent”) and Jefferies, as co-documentation agent (in such capacity, including any successor thereto, a “Co-Documentation Agent” and, together with DBSI, the “Co-Documentation Agents”), and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and each L/C Issuer).

Subsidiaries and Other Equity Investments. 6.16 Post-Closing Covenants 7.01(b) Existing Liens 7.02(f) Existing Investments 7.02(y) Existing Joint Ventures 7.03(b) Existing Indebtedness 7.08 Transactions with Affiliates 7.09 Certain Contractual Obligations 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Letter of Credit Issuance Request C [Reserved] D-1 Term Note D-2 D Revolving Credit Note D-3 [Reserved] E-1 Compliance Certificate E-2 Solvency Certificate F F-1 Assignment and Assumption F-2 Affiliated Lender Assignment and Assumption F-3 Affiliated Lender Notice G Security Agreement H Perfection Certificate [Reserved] I Intercompany Note J-2 Junior Lien Intercreditor Agreement K-1 United States Tax Compliance Certificate (Foreign Non-Partnership Lenders) K-2 United States Tax Compliance Certificate (Foreign Non-Partnership Participants) K-3 United States Tax Compliance Certificate (Foreign Partnership Lenders) K-4 United States Tax Compliance Certificate (Foreign Partnership Participants) L Administrative Questionnaire M-1 Affiliated Lender Assignment and Assumption M-2 Affiliated Lender Notice M-3 Acceptance and Prepayment Notice M-4 M-2 Discount Range Prepayment Notice M-5 M-3 Discount Range Prepayment Offer M-6 M-4 Solicited Discounted Prepayment Notice M-7 M-5 Solicited Discounted Prepayment Offer M-8 M-6 Specified Discount Prepayment Notice M-9 M-7 Specified Discount Prepayment Response CREDIT AGREEMENT This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of August 30March 16, 20162018, among ESH HOSPITALITY INC.TRAVELPORT LIMITED, a Delaware corporation company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT FINANCE (LUXEMBOURG) S.À R.X., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 189.658, having its registered office at 20, xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg and with a share capital of USD 180,000 (the “Borrower”), the other Guarantors party hereto from time to time, DEUTSCHE GXXXXXX SACHS BANK AG NEW YORK BRANCHUSA, as Administrative Agent, Collateral Agent and Collateral AgentL/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and, and individually, a “Lender”) and each L/C Issuer).

Subsidiaries and Other Equity Investments. 6.16 Post-Post Closing Covenants Matters 7.01(b) Existing Liens 7.02(f) Existing Investments 7.03(b) Existing Indebtedness 7.08 Transactions with Affiliates 7.09 Certain Contractual Obligations 10.02 Existing Restrictions 11.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A A-1 Committed Loan Notice B A-2 Standby Letter of Credit Issuance Notice A-3 Swing Line Loan Request A-4 Conversion/Continuation Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C [Reserved] D-1 Term Note D-2 Revolving Credit Note D-3 [Reserved] E-1 Compliance Certificate E-2 Solvency Certificate F D-1 Assignment and Assumption G D-2 Affiliate Assignment Notice E Guaranty F Security Agreement H Perfection Certificate I Intercompany Note J-2 Junior Lien Intercreditor Agreement K-1 United States Tax Compliance Certificate (Foreign G Non-Partnership Lenders) K-2 United States Tax Compliance Bank Certificate (Foreign Non-Partnership Participants) K-3 United States Tax Compliance Certificate (Foreign Partnership Lenders) K-4 United States Tax Compliance Certificate (Foreign Partnership Participants) H Intercompany Subordination Agreement J Discount Range Prepayment Notice K Discount Range Prepayment Offer L Administrative Questionnaire M-1 Affiliated Lender Assignment and Assumption M-2 Affiliated Lender Solicited Discounted Prepayment Notice M-3 M Solicited Discounted Prepayment Offer N Specified Discount Prepayment Notice O Specified Discount Prepayment Response P Acceptance and Prepayment Notice M-4 Discount Range Q Global Intercompany Note R Prepayment Notice M-5 Discount Range Prepayment Offer M-6 Solicited Discounted Prepayment Notice M-7 Solicited Discounted Prepayment Offer M-8 Specified Discount Prepayment Notice M-9 Specified Discount Prepayment Response S Closing Date Intercreditor Agreement T Equal Priority Intercreditor Agreement FIRST LIEN CREDIT AGREEMENT This FIRST LIEN CREDIT AGREEMENT is entered into as of August 30July 25, 20162014, by and among ESH HOSPITALITY INCKARMAN BUYER CORP., a Delaware corporation (the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the Guarantors party hereto “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, Bank of America, as a joint bookrunner and a lead arranger, CREDIT SUISSE SECURITIES (USA) LLC, as a joint bookrunner and a lead arranger (“CSS”), DEUTSCHE BANK SECURITIES INC., as a joint bookrunner and a lead arranger (“DBSI”), JEFFERIES FINANCE LLC, as a joint bookrunner and a lead arranger (“Jefferies” and, together with Bank of America, CSS and DBSI, each, a “Lead Arranger” and, collectively, the “Lead Arrangers”), CSS, as syndication agent (in such capacity, including any successor thereto, the “Syndication Agent”), DBSI, as co-documentation agent (in such capacity, including any successor thereto, a “Co-Documentation Agent”) and Jefferies, as co-documentation agent (in such capacity, including any successor thereto, a “Co-Documentation Agent” and, together with DBSI, the “Co-Documentation Agents”), each Swing Line Lender and each Issuing Bank from time to timetime party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and each L/C Issuer).