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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,  D.C. 20549 
  
FORM 8-K
  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 2, 2020
 
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
   
Maryland001-1476525-1811499
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
  44 Hersha Drive
Harrisburg, Pennsylvania 17102
(Address and zip code of
principal executive offices)
 
Registrant’s telephone number, including area code: (717) 236-4400
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Shares of Beneficial Interest, par value $.01 per shareHTNew York Stock Exchange
6.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PCNew York Stock Exchange
6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PDNew York Stock Exchange
6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 1.01.  Entry Into a Material Definitive Agreement

 On April 2, 2020 (the “Amendment Effective Date”), Hersha Hospitality Trust (the “Company”), as parent guarantor, Hersha Hospitality Limited Partnership, as borrower (the “Borrower”), and certain indirect subsidiaries of the Company (the “Subsidiary Guarantors”) entered into Amendment No. 2 to the Credit Agreement (the “Credit Agreement Amendment”) to the Company’s Second Amended and Restated Credit Agreement, dated as of August 10, 2017, as amended by Amendment thereto, dated as of September 10, 2019 (as amended, the “2017 Credit Agreement”), with certain lenders (each, a “Lender Party” and collectively, the “Lender Parties”), for whom Citibank, N.A. (“Citibank”) is acting as the administrative agent. In connection with, and to make conforming changes to, the Credit Agreement Amendment, the Company, the Borrower and the Subsidiary Guarantors entered into that certain Amendment No. 3 to the Term Loan Agreement (the “2016 Term Loan Amendment”) to the Company’s Term Loan Agreement, dated as of August 2, 2016, as amended by Amendment No. 1 thereto, dated as of August 10, 2017, and as further amended by Amendment No. 2 thereto, dated as of September 10, 2019, with certain Lender Parties, for whom Citibank is acting as the administrative agent. Also in connection with, and to make conforming changes to, the Credit Agreement, the Company, the Borrower and the Subsidiary Guarantors entered into that certain Amendment No. 1 to the Term Loan Agreement (the “2019 Term Loan Amendment,” and together with the 2016 Term Loan Amendment and the Credit Agreement Amendment, the “Amending Agreements”) to the Company’s Amended and Restated Term Loan Agreement, dated as of September 10, 2019, with certain Lender Parties, for whom Citibank is acting as the administrative agent.

The Amending Agreements provide for certain temporary amendments from the Amendment Effective Date through March 31, 2021 (the “Waiver Period”). During this Waiver Period the Borrower and Lender Parties agree to the following:

A limited waiver of financial covenants, including an agreement that the COVID-19 pandemic and the general economic conditions resulting therefrom are not “material matters” under clause (e) of the definition of Borrowing Base Conditions and, resultantly. no Default or Event of Default has occurred thereunder (each, as defined in the 2017 Credit Agreement);

The ability to borrow up to $100 million under the amended revolving credit facility;

So long as the Borrower can comply with certain conditions precedent under the 2017 Credit Agreement (as amended by the Credit Agreement Amendment), the ability to extend, for no more than twelve months from the expiration date thereof, any letter of credit outstanding on the Amendment Effective Date that is scheduled to expire during the Waiver Period; and

Certain negative covenants and restrictions that are considered normal and customary, as presented in Section 2 of the Credit Agreement Amendment.

The Company will use any proceeds from borrowings drawn during the Waiver Period to fund operating expenses of the business of the Company and its subsidiaries and for costs of previously commenced capital projects, as permitted in the Credit Agreement Amendment.

Copies of the Amending Agreements are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 and are incorporated herein by reference. The foregoing descriptions of the Amending Agreements are qualified in their entirety by reference to the full text of the Amending Agreements.




Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01.  Regulation FD Disclosure

On April 6, 2020, the Company issued a press release providing a general update with regard to the Company’s ongoing response to the COVID-19 virus outbreak. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
Amendment No. 2 to the Credit Agreement, dated as of April 2, 2020, among Hersha Hospitality Limited Partnership, as borrower, Hersha Hospitality Trust, as parent guarantor, the guarantors named therein, as guarantors, the lenders named therein, as lenders and Citibank, N.A., as administrative agent.
Amendment No. 3 to the Term Loan Agreement, dated as of April 2, 2020, among Hersha Hospitality Limited Partnership, as borrower, Hersha Hospitality Trust, as parent guarantor, the guarantors named therein, as guarantors, the lenders named therein, as lenders and Citibank, N.A., as administrative agent.
Amendment No. 1 to the Term Loan Agreement, dated as of April 2, 2020, among Hersha Hospitality Limited Partnership, as borrower, Hersha Hospitality Trust, as parent guarantor, the guarantors named therein, as guarantors, the lenders named therein, as lenders and Citibank, N.A., as administrative agent.
Press release issued April 6, 2020.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  HERSHA HOSPITALITY TRUST 
       
       
Date: April 6, 2020By:/s/ Ashish R. Parikh 
  Name:Ashish R. Parikh 
  Title:Chief Financial Officer 


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Section 2: EX-10.1 (EX-10.1)

Document

Execution Version
AMENDMENT NO. 2 TO THE
CREDIT AGREEMENT

Dated as of April 2, 2020
AMENDMENT NO. 2 TO THE 2017 CREDIT AGREEMENT (this “Amendment”) among HERSHA HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership (the “Borrower”), HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust (the “Parent Guarantor”), the subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”), CITIBANK, N.A. (“Citibank”), as administrative agent (the “Administrative Agent”) for the Lender Parties, and the Required Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Guarantors, the Lenders, the Administrative Agent and the other financial institutions party thereto entered into that certain Second Amended and Restated Credit Agreement dated as of August 10, 2017, as amended by that certain Amendment No. 1 to the 2017 Credit Agreement, dated as of September 10, 2019 (as amended, the “2017 Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the 2017 Credit Agreement, as amended hereby;
(2) The Guarantors, the Administrative Agent, the Borrower and certain lenders party to the 2017 Credit Agreement wish to amend the 2017 Credit Agreement to address certain changes to the terms thereof as set forth below; and
(3) The Borrower, the Administrative Agent and the Required Lenders have agreed pursuant to Section 10.01(a) of the 2017 Credit Agreement to amend the 2017 Credit Agreement on the terms and subject to the conditions hereinafter set forth.
SECTION 1.Amendments to the 2017 Credit Agreement. (a) The 2017 Credit Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 11 below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the 2017 Credit Agreement attached as Annex A (as so amended, the “Amended Credit Agreement”).
(b) The 2017 Credit Agreement is hereby amended by adding new Exhibit G thereto in the form of Exhibit G attached hereto.
(c) The 2017 Credit Agreement is hereby amended by adding new Exhibit H thereto in the form of Exhibit H attached hereto.
SECTION 2.Temporary Modifications to the 2017 Credit Agreement.
For the period from the Amendment Effective Date though March 31, 2021 (the “Permitted Draw Period”), the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment) shall be deemed modified and amended as follows:



(a) Limited Waiver. The Lender Parties agree to a limited waiver of the following provisions (collectively, the “Subject Provisions”), and that no Default or Event of Default shall exist or arise thereunder:
(i) any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 pandemic and the general economic conditions resulting therefrom are not “material matters” under clause (e) of the definition of Borrowing Base Conditions;
(ii) mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C);
(iii) the requirements under Section 3.02(a) that the Borrower provide (w) an Availability Certificate, (x) a certification that the Facility Available Amount is equal to or exceeds the Facility Exposure and (y) a certificate pursuant to clause (z) thereof in connection with each Borrowing;
(iv) the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and
(v) the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure).
Without limiting the generality of the provisions of Section 9.01 of the 2017 Credit Agreement, the waiver set forth in this subsection (a) shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Permitted Draw Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2017 Credit Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Permitted Draw Period and such waiver shall be of no force or effect for any purpose after the last day of the Permitted Draw Period.
(b) Borrowings During the Permitted Draw Period. The aggregate Borrowings first advanced from and after the first day of the Permitted Draw Period under the Revolving Credit Facility (without any adjustments thereto on account of repayments thereof) shall not exceed $100,000,000.00 (the “PDP Borrowing Limit”). Additionally, for the avoidance of doubt, so long as the Borrower can comply with the conditions precedent under the 2017 Credit Agreement (as amended by this Amendment) to a Borrowing during the Permitted Draw Period, the Borrower will be permitted to (i) extend, for no more than twelve months from the expiration date thereof, any Letter of Credit outstanding on the Amendment Effective Date that is scheduled to expire during the Permitted Draw Period, (ii) provide notices of Conversion pursuant to Section 2.09 and (iii) provide notices of selection of an Interest Period. Each Notice of Borrowing shall be substantially in the form of Annex B attached hereto.
(c) Use of Revolving Credit Advances. All proceeds of Revolving Credit Advances shall be used only to fund (i) operating expenses of the business of the Company and its Subsidiaries, (ii) costs and expenses included in the Forecasts (as defined below) relating to those capital projects on the Assets commenced prior to the Amendment Effective Date and listed on Schedule III hereto, (iii) costs and expenses reasonably required to comply with applicable legal requirements (or to cure or prevent any violation thereof), (iv) costs and expenses required on an emergency basis to avoid damage or injury to persons or property and (v) other reasonable uses approved by the Required Lenders (“Permitted Uses”).
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(d) Use of Equity Offering Proceeds. All Net Cash Proceeds (as defined below) of any Equity Offering (as defined below) shall be used only for Permitted Uses or to repay the Obligations under and as defined in the Facility and the Other Facilities.
(e) Use of Sale, Permitted Debt and Excess Refinancing Debt Proceeds. Unless the Required Facility Lenders (as defined below) otherwise agree in writing, the Borrower will deposit the following amounts into a reserve account of the Borrower for the benefit of the Secured Parties (the “Reserve Account”):
(i) 100% of the Net Cash Proceeds of (x) the sale of any Assets, including, without limitation, pursuant to any Sale and Leaseback Transaction and (y) any Permitted Debt Transaction (as defined below) other than the proceeds of Qualified Government Debt (as defined below) and Refinancing Debt; and
(ii) the amount of any Refinancing Debt in excess of the sum of (x) the principal amount of the Debt being extended, refunded or refinanced and (y) the amount of any applicable premium, and fees and expenses relating thereto.
The Agents, upon the direction or with the consent of each of (1) the Required Lenders under the Facility, (2) the Required Lenders (as defined in the 2016 Term Loan Agreement) under the 2016 Term Loan Facility and (3) the Required Lenders (as defined in the 2019 Term Loan Agreement) under the 2019 Term Loan Facility (the “Required Facility Lenders”), shall have the right to apply amounts in the Reserve Account at any time to the respective Obligations (as such term is defined in each of the Facility and the Other Facilities) under the Facility and the Other Facilities on a pro rata basis (in accordance with their respective outstanding Advances (as such term is defined in each of the Facility and the Other Facilities)) in accordance with the waterfall set forth in Section 2.11(f) of the 2017 Credit Agreement, the 2016 Term Loan Agreement and the 2019 Term Loan Agreement, as applicable. The Borrower will maintain the Reserve Account only with the Administrative Agent (to be held by or on behalf of the Administrative Agent on behalf of the Agents as gratuitous bailee (pursuant to and subject to the terms of the Intercreditor Agreement) for the benefit of each other Secured Party. The Reserve Account and all funds on deposit therein shall be included in the “Collateral” for all purposes, both during and after the Permitted Draw Period. During the Permitted Draw Period, proviso (b) of the definition of “Refinancing Debt” shall not apply. Nothing in this subsection (e) shall limit the negative covenants set forth in subsection (f) below.
(f) Enhanced Negative Covenants. Notwithstanding anything to the contrary contained in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), unless the Administrative Agent and the Required Lenders otherwise agree in writing, no Loan Party will:
(i) create, incur, or assume, or permit any of its Subsidiaries to create, incur, or assume, any additional secured Debt, Non-Recourse Debt or senior Recourse Debt other than Qualified Government Debt (as defined below) or Refinancing Debt;
(ii) acquire any new Assets or Transfer or encumber any Borrowing Base Assets (including, without limitation, pursuant to a Sale and Leaseback Transaction), or Transfer or encumber any Equity Interests in the fee owners and TRS Lessees of the Borrowing Base Assets;
(iii) in the case of Parent Guarantor and Borrower, make or declare any Restricted Payments payable in cash, including, without limitation, cash dividends on common or preferred stock; provided, however, that the Parent Guarantor may declare and pay dividends to the holders of common Equity Interests and Preferred Interests in the
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Parent Guarantor consisting of a combination of cash and Equity Interests in the Parent Guarantor only if such dividends (i) are required to maintain the Parent Guarantor’s status as a REIT and avoid the imposition of excise taxes under Section 4981 of the Internal Revenue Code, (ii) include a cash component no greater than the minimum percentage allowed under the Internal Revenue Code and any published guidance from the United States Department of the Treasury or Internal Revenue Service with respect thereto at the time of the declaration thereof, (iii) are paid no earlier than January 29, 2021 and (iv) are calculated based exclusively on capital gains from the sale of Assets and other items relevant to such calculations under Section 4981 of the Internal Revenue Code.
(iv) make or permit any of its Subsidiaries to make new Investments (including, without limitation, buybacks of common Equity Interests or Preferred Interests) other than Investments by the Loan Parties and their Subsidiaries in their wholly-owned Subsidiaries;
(v) engage in or consent to any action or activity that would be expressly prohibited or restricted under Section 5.02 during a Default or Event of Default; provided, however, that the restriction in this subsection (v) shall not apply to any action referred to in Section 5.02(e); or
(vi) at any time during the Permitted Draw Period fail to use commercially reasonable efforts to promptly implement and maintain, in all material respects, those measures described in the press release of the Parent Guarantor dated March 19, 2020. For the avoidance of doubt, any such measures described in such press release as applying for a more limited period of time than the entire Permitted Draw Period shall nonetheless be maintained in effect, in all material respects, through the end of the Permitted Draw Period.
(g) Qualified Government Debt. Notwithstanding the restrictions in subsection (f) above, consent of the Administrative Agent and the Required Lenders shall not be required for the Loan Parties to incur Debt for borrowed money to a Governmental Authority under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic so long as the Borrowing Base Assets and the Equity Interests in the Initial Grantors (as defined below) do not become subject to any Liens in connection with such Debt (“Qualified Government Debt”); provided, however, that (x) 100% of the Net Cash Proceeds of any Qualified Government Debt shall be used, in the Borrower’s discretion, only for Permitted Uses or to repay the Obligations (as such term is defined in each of the Facility and the Other Facilities) under the Facility and the Other Facilities and (y) the Net Cash Proceeds of such Qualified Government Debt shall reduce the PDP Borrowing Limit on a dollar-for-dollar basis unless otherwise approved by the Required Lenders, and provided further that the Required Lenders may, at the Borrower’s request, consent to the full or partial reinstatement of previous reductions to the PDP Borrowing Limit for Qualified Government Debt which is subsequently forgiven by the lender thereof. To the extent the aggregate Borrowings during the Permitted Draw Period (without any adjustments thereto on account of repayments thereof) exceed the PDP Borrowing Limit (as reduced by the Net Cash Proceeds of Qualified Government Debt incurred through the date of determination under clause (y) of the immediately preceding sentence), the Borrower shall promptly make a mandatory payment of principal on the Obligations under the Revolving Credit Facility in an amount equal to such excess Borrowings to the Administrative Agent for the benefit of the Revolving Credit Lenders in accordance with their Commitments.
For purposes of this Amendment, the following terms shall have the following meanings:
Net Cash Proceeds” means, with respect to any transaction, the aggregate amount of all cash proceeds received by the Borrower, Parent Guarantor or any of their respective Subsidiaries, net of fees, expenses, costs, underwriting discounts and commissions incurred in connection
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therewith and, for the sale of any Asset, payments made to retire any debt that is secured by such Asset and repaid in connection with the sale thereof, and net of taxes paid or reasonably estimated by the Borrower to be payable as a result thereof, excluding any fees, commissions or expenses that are payable to an Affiliate of the Borrower, the Parent Guarantor or any of their respective Subsidiaries.
Equity Offering” means the issuance of any public common Equity Interests, 144A Equity Interests or Preferred Interests (including Preferred Interests convertible into common Equity Interests) by the Borrower or the Parent Guarantor.
Permitted Debt Transaction” means the incurrence of Debt for borrowed money by any Loan Party consented to under Section 2(f)(i) above or expressly permitted under this Amendment during the Permitted Draw Period.
Any breach by any Loan Party of subsections (c), (d), (e) or (f) of this Section 2 shall be an immediate Event of Default under the 2017 Credit Agreement.
SECTION 3.Reporting. Notwithstanding the limited waiver of the Subject Provisions pursuant to Section 2(a) above, nothing in this Amendment shall modify, affect or waive the Borrower’s continuing obligation to comply with the reporting requirements set forth in Section 5.03 of the 2017 Credit Agreement during the Permitted Draw Period (as if the Subject Provisions had not been waived) or otherwise (including, without limitation, the Borrower’s obligation to provide a schedule of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.04 (as if the Subject Provisions had not been waived) under Section 5.03(c)); provided, however, that the Borrower shall not be required to furnish to the Administrative Agent and the Lender Parties notice of Defaults relating to the Section 5.04 financial covenants during the Permitted Draw Period. In addition to the existing reporting requirements in the 2017 Credit Agreement, during the Permitted Draw Period the Borrower will furnish to the Administrative Agent and the Lender Parties, on or before the last day of each of April 2020, May 2020 and June 2020, and thereafter on or before the last day of each calendar quarter commencing with the calendar quarter ending September 30, 2020, (i) forecasted balance sheets and statements of cash flows of the Parent Guarantor and its Subsidiaries for the immediately following three month period along with comparisons against the same period for the prior year (the “Forecasts”) and (ii) historical balance sheets and statements of cash flows of the Parent Guarantor and its Subsidiaries for the immediately prior twelve calendar month period along with comparisons to any Forecasts previously delivered for such period pursuant to clause (i) or otherwise available. Further, together with the Forecasts, balance sheets and cash flow statements furnished pursuant to the immediately preceding sentence, the Borrower will provide to the Administrative Agent and the Lender Parties summary reports of (x) any application made by the Borrower, the Parent Guarantor or their respective Subsidiaries for funding under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic (each, a “Stimulus Program”) and (y) amounts received by the Borrower, the Parent Guarantor or their respective Subsidiaries under any Stimulus Program, and reasonably detailed accountings of the uses thereof.
SECTION 4.Equity Interests. Within 30 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion for up to 30 additional days), the Borrower will cause the applicable Loan Parties to (i) modify the organizational documents of each of the fee owners and TRS Lessees of each of the existing Borrowing Base Assets described on Schedule I hereto (the “Initial Grantors”) to opt-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Agents and (ii) deliver to the Agents certificated Equity Interests for each of the Initial Grantors and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Agents.
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SECTION 5.Real Property Collateral. Within 15 days after the date hereof the Borrower will provide to the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Asset, those items required by subsection (d) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, reasonably satisfactory to the Agents, of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents (as defined below). To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, Duane Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables relating to Mortgages.
SECTION 6.Pledge Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into a Pledge Agreement dated as of the date hereof and in the form attached as Annex C hereto (the “Pledge Agreement”) with the Borrower, the 2016 TLA Agent, the 2019 TLA Agent and the owners of 100% of the direct Equity Interests in each of the Initial Grantors. The terms and provisions of the Pledge Agreement that refer to the Secured Parties shall be binding on all Secured Parties to the same extent as if each Secured Party were a party thereto.
SECTION 7.Security Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into a Security Agreement dated as of the date hereof and in the form attached as Annex D hereto (the “Security Agreement”) with the 2016 TLA Agent, the 2019 TLA Agent and the Initial Grantors with fee and leasehold interests in the Initial Mortgaged Properties. The terms and provisions of the Security Agreement that refer to the Secured Parties shall be binding on all Secured Parties to the same extent as if each Secured Party were a party thereto.
SECTION 8.Intercreditor Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into an Intercreditor Agreement dated as of the date hereof and in the form attached as Annex E hereto (the “Intercreditor Agreement”) with the 2016 TLA Agent and the 2019 TLA Agent. The terms and provisions of the Intercreditor Agreement that refer to the Secured Parties shall be
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binding on all Secured Parties to the same extent as if each Secured Party were a party thereto. As among the Lender Parties, the Intercreditor Agreement shall be treated as a Loan Document. The Borrower and each of the Guarantors acknowledge that the Agents are entering into the Intercreditor Agreement as of the Amendment Effective Date and that the Intercreditor Agreement, as it may be amended from time to time, governs the relationships among the Agents with respect to the Collateral and use of the proceeds thereof.
SECTION 9.Amendment Fees. The Borrower shall pay the following fees to the Administrative Agent for the benefit of each Lender that consents to this Amendment (each, a “Consenting Lender”):
(a) $10,000.00 for the account of each Consenting Lender, payable on or about the Amendment Effective Date; and
(b). $500,000.00 allocated among the Consenting Lenders on a pro rata basis in accordance with their respective Revolving Credit Commitments, payable on or before March 31, 2021.
SECTION 10.Representations and Warranties. Each Loan Party hereby represents and warrants that:
(a) The representations and warranties contained in each of the Loan Documents (as amended or supplemented to date, including pursuant to this Amendment) to which it is a party are, other than with respect to the Subject Provisions, true and correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to an earlier date, in which case as of such earlier date); provided, however, that this clause (a) shall exclude the representations contained in Section 5.01(bb) of the 2017 Credit Agreement to the extent the perfection of any security interest in Collateral is intended by the terms of this Amendment to occur after the Amendment Effective Date.
(b) Such Loan Party has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Amendment.
(c) This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(d) The execution and delivery of this Amendment does not (i) contravene any provision of the organizational documents of such Loan Party or its general partner or managing member or (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to such Loan Party.
(e) Other than any Default or Event of Default that would exist absent the limited waiver of the Subject Provisions pursuant to Section 2(a) above, no Default or Event of Default has occurred and is continuing, or would result from the entering into of this Amendment by any Loan Party.
SECTION 11.Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied:
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(a) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of this Amendment executed by each of the Loan Parties and those Lenders comprising Required Lenders.
(b) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of each of the Pledge Agreement, the Security Agreement and the Intercreditor Agreement executed by each of the parties thereto.
(c) The Administrative Agent shall be satisfied that all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement and the Security Agreement will be made promptly following the Amendment Effective Date.
(d) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, (i) an amendment of the 2019 Term Loan Agreement and (ii) an amendment to the 2016 Term Loan Agreement, in each case modifying the underlying agreement to account for the terms herein and making certain other corresponding modifications.
(e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower stating that the Mortgages and Assignments of Leases on the Initial Mortgaged Properties, in substantially the form attached thereto (the “Approved Real Estate Documents”), have been approved by the Borrower for release and recording in accordance herewith and (ii) original signature pages for each of the Approved Real Estate Documents which the Agents shall hold in escrow in accordance with this subsection (e). The parties acknowledge and agree that the release from escrow of the original signature pages for the Approved Real Estate Documents shall be in the Agents’ sole discretion and shall not be subject to any condition, occurrence or consent, and the Loan Parties hereby irrevocably authorize the Agents to attach the original signature pages to the applicable Approved Real Estate Documents upon the release thereof from escrow. Notwithstanding the foregoing, the original signature pages shall not be released from escrow and the Approved Real Estate Documents will not be filed or recorded unless and until the Administrative Agent reasonably concludes that the Lenders have completed their required due diligence in respect of the Flood Laws. For the avoidance of doubt, no Lien or security interest provided for in any Approved Real Estate Document is or will be effective until the signature pages are released from escrow and attached thereto.
(f) (i) the fees provided for in Section 9(a) and (ii) all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full.
SECTION 12.Reference to and Effect on the 2017 Credit Agreement, the Notes and the Loan Documents. (a) This Amendment is a Loan Document. On and after the effectiveness of this Amendment, each reference in the 2017 Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the 2017 Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the 2017 Credit Agreement, shall mean and be a reference to the 2017 Credit Agreement, as amended and modified by this Amendment to read in the form of the Amended Credit Agreement attached as Annex A.
(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
8



(c) This Amendment shall not extinguish the obligations for the payment of money outstanding under the 2017 Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the 2017 Credit Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided in the exhibits hereto. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties from the Loan Documents.
SECTION 13.Ratification. The 2017 Credit Agreement (as amended by this Amendment) and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Notwithstanding the foregoing, any notice or acknowledgement given prior to the Amendment Effective Date pursuant to Section 8.01 of the 2017 Credit Agreement (prior to this Amendment) is of no further force or effect. Except as expressly provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Secured Party or the Administrative Agent under the 2017 Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the 2017 Credit Agreement or any of the other Loan Documents. Except as otherwise specified in the last sentence of Section 2 of this Amendment, any breach by any of the Loan Parties of the covenants or requirements in this Amendment shall be an Event of Default under the 2017 Credit Agreement if such breach is not cured within five (5) Business Days after the Borrower’s receipt of notice from the Administrative Agent or any Lender of such breach.
SECTION 14.Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the 2017 Credit Agreement.
SECTION 15.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier, facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 16.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[Balance of page intentionally left blank.]

9



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
BORROWER:
HERSHA HOSPITALITY LIMITED PARTNERSHIP,
a Virginia limited partnership


By: HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust, its general partner
By: _________________________
Name: Ashish R. Parikh
Title: CFO

PARENT GUARANTOR:
HERSHA HOSPITALITY TRUST,a Maryland real estate investment trust
By: _________________________
Name: Ashish R. Parikh
Title: CFO



[Signatures continue on the next page]

10



SUBSIDIARY GUARANTORS:
HHLP PARKSIDE ASSOCIATES, LLC,
a Delaware limited liability company


By:  HHLP PARKSIDE MANAGER, LLC,
a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP DC CONVENTION CENTER ASSOCIATES, LLC,
a Delaware limited liability company


By:  HHLP DC CONVENTION CENTER MANAGER, LLC, a Delaware limited liability company, its manager
By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP BULFINCH ASSOCIATES, LLC,
a Delaware limited liability company


By:  HHLP BULFINCH MANAGER, LLC,
a Delaware limited liability company, its manager

By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


44 CAMBRIDGE ASSOCIATES, LLC,
a Massachusetts limited liability company


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager

[Signatures continue on the next page]

11



RISINGSAM HOSPITALITY, LLC,
a New York limited liability company

By:  HERSHA CONDUIT ASSOCIATES, LLC,
a New York limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


AFFORDABLE HOSPITALITY ASSOCIATES, L.P.,
a Pennsylvania limited partnership

By:  RACE STREET, LLC, a Pennsylvania limited liability company, its general partner
By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP RITTENHOUSE ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP RITTENHOUSE MANAGER, LLC,
a Delaware limited liability company,
its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP COCONUT GROVE ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP COCONUT GROVE MANAGER, LLC,
a Delaware limited liability company, its manager

By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager

[Signatures continue on the next page]
12



HHLP BLUE MOON ASSOCIATES, LLC,
a Delaware limited liability company


By:  HHLP BLUE MOON MANAGER, LLC,
a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP WINTER HAVEN ASSOCIATES, LLC,
a Delaware limited liability company


By:  HHLP WINTER HAVEN MANAGER, LLC,
a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


[Signatures continue on the next page]
13



HHLP SMITH STREET ASSOCIATES, LLC,
a New York limited liability company


By:  HHLP SMITH STREET HOLDING, LLC,
a New York limited liability company, its manager


By:  HHLP SMITH STREET MANAGING MEMBER, LLC, a New York limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP KEY WEST ONE ASSOCIATES LLC,
a Delaware limited liability company


By:  HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager

By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


[Signatures continue on the next page]

14



44 BROOKLINE HOTEL, LLC,
a Delaware limited liability company


By:  44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager

By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP MIAMI BEACH ASSOCIATES, LLC,
a Delaware limited liability company


By:  HHLP MIAMI BEACH MANAGER, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager

HHLP GEORGETOWN ASSOCIATES, LLC,
a Delaware limited liability company


By:  HERSHA GEORGETOWN MANAGER, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


[Signatures continue on the next page]
15



HHLP GEORGETOWN II ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP GEORGETOWN II MANAGER, LLC, a Delaware limited liability company, its manager

By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP SUNNYVALE TPS ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP SUNNYVALE TPS MANAGER, LLC, a Delaware limited liability company, its manager

By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


SEAPORT HOSPITALITY LLC,
a New York limited liability company

By:  320 PEARL STREET, INC., a New York corporation, its managing member

By:  ____________________________________
Name: Ashish R. Parikh
Title: Vice President


[Signatures continue on the next page]

16



HHLP San Diego Associates, LLC, a Delaware limited liability company

By:  HHLP San Diego Manager, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


Metro JFK Associates, LLC, a New York limited liability company

By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


5444 Associates, a Pennsylvania limited partnership

By:  44 Duane Street, LLC, a Delaware limited liability company, its General Partner


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


[Signatures continue on the next page]

17



HHLP White Plains Associates, LLC,
a Delaware limited liability company


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


Brisam Management (DE) LLC,
a Delaware limited liability company

By:  HHLP Brisam 29 Manager, LLC, a Delaware limited liability company, its manager

By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP Boston Seaport Associates, LLC,
a Delaware limited liability company

By:  HHLP Boston Seaport Manager, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP Ambrose Associates, LLC,
a Delaware limited liability company

By:  HHLP Ambrose Manager, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


[Signatures continue on the next page]

18



Exit 88 Hotel, LLC, a Connecticut limited liability company

By:  Exit 88 Hotel Manager, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP Seattle Associates, LLC, a Delaware limited liability company

By:  HHLP Seattle Manager, LLC, a Delaware limited liability company, its manager


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


Chimes of Freedom, LLC, a Delaware limited liability company

By:  Of Freedom I, LLC, a Delaware limited liability company, its managing member

By:  HHLP Liberty Associates, LLC, a Delaware limited liability company, its sole member


By:  ____________________________________
Name: Ashish R. Parikh
Title: Manager


[Signatures continue on the next page]

19



Acknowledged and Agreed as of the date first above written:
CITIBANK, N.A., as Administrative Agent
By:  ____________________________________
Name:
Title:


[Signatures continue on following page]

20



WELLS FARGO BANK, N.A., as Lender
By:  ____________________________________
Name:
Title:


21



BANK OF AMERICA, N.A., as Lender
By:  ____________________________________
Name:
Title:


22



BBVA USA, as Lender
By:  ____________________________________
Name:
Title:
23



TD BANK, N.A., as Lender
By:  ____________________________________
Name:
Title:


24



BMO HARRIS BANK N.A., as Lender
By:  ____________________________________
Name:
Title:


25



FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Lender
By:  ____________________________________
Name:
Title:


26



MANUFACTURERS AND TRADERS TRUST COMPANY, as Lender
By:  ____________________________________
Name:
Title:



27



THE PROVIDENT BANK, as Lender
By:  ____________________________________
Name:
Title:


28



WILMINGTON SAVINGS FUND SOCIETY, FSB, as Lender
By:  ____________________________________
Name:
Title:


29



FIRST COMMERCIAL BANK, LTD., NEW YORK BRANCH, as Lender
By:  ____________________________________
Name:
Title:
30



RAYMOND JAMES BANK, N.A., as Lender
By:  ____________________________________
Name:
Title:

31



GOLDMAN SACHS BANK USA, as Lender
By:  ____________________________________
Name:
Title:

32



PNC BANK, NATIONAL ASSOCIATION, as Lender
By:  ____________________________________
Name:
Title:

33



REGIONS BANK, as Lender
By:  ____________________________________
Name:
Title:

34



SANTANDER BANK, N.A., as Lender
By:  ____________________________________
Name:
Title:

35



LAND BANK OF TAIWAN, NY BRANCH, as Lender
By:  ____________________________________
Name:
Title:


36



U.S. BANK NATIONAL ASSOCIATION, as Lender
By:  ____________________________________
Name:
Title:
37



MORGAN STANLEY BANK, N.A., as Lender
By:  ____________________________________
Name:
Title:


38



WELLS FARGO BANK, N.A., as a Lender
By:  ____________________________________
Name:
Title:
















39



Annex A
AMENDED CREDIT AGREEMENT
[See attached.]




Annex A - 1


Annex B
FORM OF NOTICE OF BORROWING FOR PERMITTED DRAW PERIOD
[See attached.]


Annex B-1



NOTICE OF BORROWING FOR PERMITTED DRAW PERIOD
_________ __, ____
Citibank, N.A.,
as Administrative Agent
under the Second Amended and Restated Credit Agreement
referred to below
1615 Brett Road, Ops III
New Castle, Delaware 19720
Attention: Juanita Harris

Ladies and Gentlemen:
The undersigned, HERSHA HOSPITALITY LIMITED PARTNERSHIP, refers to the Second Amended and Restated Credit Agreement dated as of August 10, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the undersigned, Hersha Hospitality Trust, as Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender Parties party thereto, Citibank, N.A., as Administrative Agent for the Lender Parties, and the Arrangers party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:
(i) The Business Day of the Proposed Borrowing is _________ __, ____.
(ii) The Facility under which the Proposed Borrowing is requested is the Revolving Credit Facility.
(iii) [The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].]
(iv) The aggregate amount of the Proposed Borrowing is $[__________].
(v) [The initial Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is __________ month[s].]
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:
(A) Subject to the limited waiver of the Subject Provisions, the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of the date of the Proposed Borrowing (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects), before and after giving effect to (1) such Proposed Borrowing and (2) the application of the proceeds therefrom, as though made on and as of the date of the Proposed Borrowing;
(B) Other than with respect to any Default or Event of Default that would exist absent the limited waiver of the Subject Provisions pursuant to Section 2(a) of the Second Amendment, no Default or Event of Default has occurred and is continuing, or would result from (1) such Proposed Borrowing or (2) from the application of the proceeds therefrom; and
(C) The Proposed Borrowing, together with the aggregate Borrowings first advanced from and after the first day of the Permitted Draw Period under the Revolving Credit Facility, do not exceed $100,000,000.00.
Annex B-2


Delivery of an executed counterpart of this Notice of Borrowing by telecopier or e-mail (which e-mail shall include an attachment in PDF format or similar format containing the legible signature of the undersigned) shall be effective as delivery of an original executed counterpart of this Notice of Borrowing.

HERSHA HOSPITALITY LIMITED PARTNERSHIP,
a Virginia limited partnership

By:  HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust, its general partner
        
         
         By____________________________
Name:
Title:




Annex B-3


Annex C
FORM OF PLEDGE AGREEMENT
[See attached.]





Annex C-1


Annex D
FORM OF SECURITY AGREEMENT
[See attached.]





Annex D-1


Annex E
FORM OF INTERCREDITOR AGREEMENT
[See attached.]




Annex E-1


Exhibit G
EXHIBIT G TO AMENDED CREDIT AGREEMENT
(Form of Security Agreement)
[See attached.]





Exh. G -1


Exhibit H
EXHIBIT H TO AMENDED CREDIT AGREEMENT
(Form of Mortgage)
[See attached.]




Exh. H-1


SCHEDULE I
INITIAL GRANTORS
[See attached.]
Asset NameAsset LocationInitial Grantors
The BoxerBoston, MA
HHLP Bulfinch Associates, LLC

HHLP Bulfinch Lessee, LLC
Courtyard BrooklineBrookline, MA
44 Brookline Hotel, LLC

44 Brookline Management, LLC
NU HotelBrooklyn, NY
HHLP Smith Street Associates, LLC

44 Smith Street Lessee, LLC
Holiday Inn Express CambridgeCambridge, MA
44 Cambridge Associates, LLC

HHLP Cambridge Lessee, LLC
Residence Inn Coconut GroveCoconut Grove, FL
HHLP Coconut Grove Associates, LLC

HHLP Coconut Grove Lessee, LLC
Gate JFK Airport HotelJamaica, NY
Risingsam Hospitality LLC

HHLP Conduit Lessee, LLC
Parrot Key ResortKey West, FL
HHLP Key West One Associates, LLC

HHLP Key West One Lessee, LLC
Winter Haven HotelMiami Beach, FL
HHLP Winter Haven Associates, LLC

HHLP Winter Haven Lessee, LLC
Blue Moon HotelMiami Beach, FL
HHLP Blue Moon Associates, LLC

HHLP Blue Moon Lessee, LLC
Hampton Inn PhiladelphiaPhiladelphia, PA
Affordable Hospitality Associates, L.P.

Philly One TRS, LLC
The RittenhousePhiladelphia, PA
HHLP Rittenhouse Associates, LLC

HHLP Rittenhouse Lessee, LLC
Courtyard San DiegoSan Diego, CA
HHLP San Diego Associates, LLC

HHLP San Diego Lessee, LLC
Hampton Inn Washington DCWashington, DC
HHLP DC Convention Center Associates, LLC

HHLP DC Convention Center Lessee, LLC
Sheraton Wilmington SouthWilmington, DE
HHLP Parkside Associates, LLC

HHLP Parkside Lessee, LLC
Cadillac Hotel and Beach Club Miami BeachMiami, FL
HHLP Miami Beach Associates, LLC

HHLP Miami Beach Lessee, LLC
Ritz Carlton GeorgetownWashington, DC
HHLP Georgetown Associates, LLC

HHLP Georgetown Lessee, LLC
Hilton Garden Inn M StreetWashington, DC
HHLP Georgetown II Associates, LLC

HHLP Georgetown II Lessee, LLC
TownePlace Suites SunnyvaleSunnyvale, CA
HHLP Sunnyvale TPS Associates, LLC

HHLP Sunnyvale TPS Lessee, LLC
Hampton Inn Manhattan-Seaport Financial DistrictNew York, NY
Seaport Hospitality, LLC

Seaport TRS, LLC
Hilton Garden Inn JFKJamaica, NY
Metro JFK Associates, LLC

44 Metro, LLC
Duane Street HotelNew York, NY
5444 Associates

44 Duane Street Lessee, LLC

Hyatt House White PlainsWhite Plains, NY
HHLP White Plains Associates, LLC

44 White Plains, LLC
Holiday Inn Express 29th StreetNew York, NY
Brisam Management (DE), LLC

Metro 29th Sublessee, LLC
Envoy HotelBoston, MA
HHLP Boston Seaport Associates, LLC

HHLP Boston Seaport Lessee, LLC
Ambrose HotelSanta Monica, CA
HHLP Ambrose Associates, LLC

HHLP Ambrose Lessee, LLC
Mystic MarriottGroton, CT
Exit 88 Hotel, LLC

HT – Exit 88 Hotel TRS, LLC
Pan Pacific HotelSeattle, WA
HHLP Seattle Associates, LLC

HHLP Seattle Lessee, LLC
Westin PhiladelphiaPhiladelphia, PA
Chimes of Freedom, LLC

HHLP Liberty Lessee, LLC





Sched. I-1


SCHEDULE II
INITIAL MORTGAGED PROPERTIES
PropertyMetropolitan Area
The BoxerBoston, MA
Courtyard BrooklineBrookline, MA
NU HotelBrooklyn, NY
Holiday Inn Express CambridgeCambridge, MA
Residence Inn Coconut GroveCoconut Grove, FL
Parrot Key ResortKey West, FL
Winter Haven HotelMiami Beach, FL
Blue Moon HotelMiami Beach, FL
Hampton Inn PhiladelphiaPhiladelphia, PA
The RittenhousePhiladelphia, PA
Courtyard San DiegoSan Diego, CA
Sheraton Wilmington SouthWilmington, DE
Cadillac Hotel and Beach Club Miami BeachMiami, FL
TownePlace Suites SunnyvaleSunnyvale, CA
Hampton Inn Manhattan-Seaport Financial DistrictNew York, NY
Hilton Garden Inn JFKJamaica, NY
Duane Street HotelNew York, NY
Hyatt House White PlainsWhite Plains, NY
Holiday Inn Express 29th Street
New York, NY
Envoy HotelBoston, MA
Ambrose HotelSanta Monica, CA
Mystic MarriottGroton, CT
Pan Pacific HotelSeattle, WA
The Westin PhiladelphiaPhiladelphia, PA


Sched. II -1


SCHEDULE III

EXISTING CAPITAL PROJECTS
Sched. II -2
(Back To Top)

Section 3: EX-10.2 (EX-10.2)

Document
Execution Version
AMENDMENT NO. 3 TO THE
TERM LOAN AGREEMENT

        Dated as of April 2, 2020

AMENDMENT NO. 3 TO THE TERM LOAN AGREEMENT (this “Amendment”) among HERSHA HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership (the “Borrower”), HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust (the “Parent Guarantor”), the subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”), CITIBANK, N.A. (“Citibank”), as administrative agent (the “Administrative Agent”) for the Lender Parties, and the Required Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Guarantors, the Lenders, the Administrative Agent and the other financial institutions party thereto entered into that certain Term Loan Agreement dated as of August 2, 2016, as amended by that certain Amendment No. 1 to the Term Loan Agreement, dated as of August 10, 2017 and as further amended by that certain Amendment No. 2 to the Term Loan Agreement, dated as of September 10, 2019 (as amended, the “2016 Term Loan Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the 2016 Term Loan Agreement, as amended hereby;
(2) The Guarantors, the Administrative Agent, the Borrower and certain lenders party to the 2016 Term Loan Agreement wish to amend the 2016 Term Loan Agreement to address certain changes to the terms thereof as set forth below; and
(3) The Borrower, the Administrative Agent and the Required Lenders have agreed pursuant to Section 10.01(a) of the 2016 Term Loan Agreement to amend the 2016 Term Loan Agreement on the terms and subject to the conditions hereinafter set forth.
SECTION 1.Amendments to the 2016 Term Loan Agreement. (a) The 2016 Term Loan Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 11 below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the 2016 Term Loan Agreement attached as Annex A (as so amended, the “Amended Term Loan Agreement”).
(b)The 2016 Term Loan Agreement is hereby amended by adding new Exhibit G thereto in the form of Exhibit G attached hereto.
(c)The 2016 Term Loan Agreement is hereby amended by adding new Exhibit H thereto in the form of Exhibit H attached hereto.
SECTION 2.Temporary Modifications to the 2016 Term Loan Agreement. For the period from the Amendment Effective Date though March 31, 2021 (the “Waiver Period”), the 2016 Term Loan Agreement (as amended pursuant to Section 1 of this Amendment) shall be deemed modified and amended as follows:
(a)Limited Waiver. The Lender Parties agree to a limited waiver of the following provisions (collectively, the “Subject Provisions”), and that no Default or Event of Default shall exist or arise thereunder:
1


(i)any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 pandemic and the general economic conditions resulting therefrom are not “material matters” under clause (e) of the definition of Borrowing Base Conditions;
(ii)mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C);
(iii)the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and
(iv)the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure).
Without limiting the generality of the provisions of Section 9.01 of the 2016 Term Loan Agreement, the waiver set forth in this subsection (a) shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2016 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Period.
b.So long as Borrower can comply with the conditions precedent under the 2019 Term Loan Agreement (as amended by this Amendment) to a Borrowing during the Waiver Period, Borrower will be permitted to (i) provide notices of Conversion pursuant to Section 2.09 thereof and (ii) provide notices of selection of an Interest Period.
c.Reserved.
d.Use of Equity Offering Proceeds. All Net Cash Proceeds (as defined below) of any Equity Offering (as defined below) shall be used only (x) to fund (i) operating expenses of the business of the Company and its Subsidiaries, (ii) costs and expenses included in the Forecasts (as defined below) relating to those capital projects on the Assets commenced prior to the Amendment Effective Date and listed on Schedule III hereto, (iii) costs and expenses reasonably required to comply with applicable legal requirements (or to cure or prevent any violation thereof), (iv) costs and expenses required on an emergency basis to avoid damage or injury to persons or property and (v) other reasonable uses approved by the Required Lenders (“Permitted Uses”) or (y) to repay the Obligations under and as defined in the Facility and the Other Facilities.
e.Use of Sale, Permitted Debt and Excess Refinancing Debt Proceeds. Unless the Required Facility Lenders (as defined below) otherwise agree in writing, the Borrower will deposit the following amounts into a reserve account of the Borrower for the benefit of the Secured Parties (the “Reserve Account”):
i.100% of the Net Cash Proceeds of (x) the sale of any Assets, including, without limitation, pursuant to any Sale and Leaseback Transaction and (y) any Permitted Debt Transaction (as defined below) other than the proceeds of Qualified Government Debt (as defined below) and Refinancing Debt; and
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ii.the amount of any Refinancing Debt in excess of the sum of (x) the principal amount of the Debt being extended, refunded or refinanced and (y) the amount of any applicable premium, and fees and expenses relating thereto.
The Agents, upon the direction or with the consent of each of (1) the Required Lenders under the Facility, (2) the Required Lenders (as defined in the 2017 Credit Agreement) under the 2017 Credit Facility and (3) the Required Lenders (as defined in the 2019 Term Loan Agreement) under the 2019 Term Loan Facility (the “Required Facility Lenders”), shall have the right to apply amounts in the Reserve Account at any time to the respective Obligations (as such term is defined in each of the Facility and the Other Facilities) under the Facility and the Other Facilities on a pro rata basis (in accordance with their respective outstanding Advances (as such term is defined in each of the Facility and the Other Facilities)) in accordance with the waterfall set forth in Section 2.11(f) of the 2017 Credit Agreement, the 2016 Term Loan Agreement and the 2019 Term Loan Agreement, as applicable. The Borrower will maintain the Reserve Account only with the 2017 RCF Agent (to be held by or on behalf of the 2017 RCF Agent on behalf of the Agents as gratuitous bailee (pursuant to and subject to the terms of the Intercreditor Agreement) for the benefit of each other Secured Party. The Reserve Account and all funds on deposit therein shall be included in the “Collateral” for all purposes, both during and after the Waiver Period. During the Waiver Period, proviso (b) of the definition of “Refinancing Debt” shall not apply. Nothing in this subsection (e) shall limit the negative covenants set forth in subsection (f) below.
f.Enhanced Negative Covenants. Notwithstanding anything to the contrary contained in the 2016 Term Loan Agreement (as amended pursuant to Section 1 of this Amendment), unless the Administrative Agent and the Required Lenders otherwise agree in writing, no Loan Party will:
i.create, incur or assume, or permit any of its Subsidiaries to create, incur or assume, any additional secured Debt, Non-Recourse Debt or senior Recourse Debt other than Qualified Government Debt (as defined below) or Refinancing Debt;
ii.acquire any new Assets or Transfer or encumber any Borrowing Base Assets (including, without limitation, pursuant to a Sale and Leaseback Transaction), or Transfer or encumber any Equity Interests in the fee owners and TRS Lessees of the Borrowing Base Assets;
iii.in the case of Parent Guarantor and Borrower, make or declare any Restricted Payments payable in cash, including, without limitation, cash dividends on common or preferred stock; provided, however, that the Parent Guarantor may declare and pay dividends to the holders of common Equity Interests and Preferred Interests in the Parent Guarantor consisting of a combination of cash and Equity Interests in the Parent Guarantor only if such dividends (i) are required to maintain the Parent Guarantor’s status as a REIT and avoid the imposition of excise taxes under Section 4981 of the Internal Revenue Code, (ii) include a cash component no greater than the minimum percentage allowed under the Internal Revenue Code and any published guidance from the United States Department of the Treasury or Internal Revenue Service with respect thereto at the time of the declaration thereof, (iii) are paid no earlier than January 29, 2021 and (iv) are calculated based exclusively on capital gains from the sale of Assets and other items relevant to such calculations under Section 4981 of the Internal Revenue Code;
iv.make or permit any of its Subsidiaries to make new Investments (including, without limitation, buybacks of common Equity Interests or Preferred Interests) other than Investments by the Loan Parties and their Subsidiaries in their wholly-owned Subsidiaries;
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v.engage in or consent to any action or activity that would be expressly prohibited or restricted under Section 5.02 during a Default or Event of Default; provided, however, that the restriction in this subsection (v) shall not apply to any action referred to in Section 5.02(e); or
vi.at any time during the Waiver Period fail to use commercially reasonable efforts to promptly implement and maintain, in all material respects, those measures described in the press release of the Parent Guarantor dated March 19, 2020. For the avoidance of doubt, any such measures described in such press release as applying for a more limited period of time than the entire Waiver Period shall nonetheless be maintained in effect, in all material respects, through the end of the Waiver Period.
g.Qualified Government Debt. Notwithstanding the restrictions in subsection (f) above, consent of the Administrative Agent and the Required Lenders shall not be required for the Loan Parties to incur Debt for borrowed money to a Governmental Authority under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic so long as the Borrowing Base Assets and the Equity Interests in the Initial Grantors (as defined below) do not become subject to any Liens in connection with such Debt (“Qualified Government Debt”); provided, however, that 100% of the Net Cash Proceeds of any Qualified Government Debt shall be used, in the Borrower’s discretion, only for Permitted Uses or to repay the Obligations (as such term is defined in each of the Facility and the Other Facilities) under the Facility and the Other Facilities.
For purposes of this Amendment, the following terms shall have the following meanings:
Net Cash Proceeds” means, with respect to any transaction, the aggregate amount of all cash proceeds received by the Borrower, Parent Guarantor or any of their respective Subsidiaries, net of fees, expenses, costs, underwriting discounts and commissions incurred in connection therewith and, for the sale of any Asset, payments made to retire any debt that is secured by such Asset and repaid in connection with the sale thereof, and net of taxes paid or reasonably estimated by the Borrower to be payable as a result thereof, excluding any fees, commissions or expenses that are payable to an Affiliate of the Borrower, the Parent Guarantor or any of their respective Subsidiaries.
Equity Offering” means the issuance of any public common Equity Interests, 144A Equity Interests or Preferred Interests (including Preferred Interests convertible into common Equity Interests) by the Borrower or the Parent Guarantor.
Permitted Debt Transaction” means the incurrence of Debt for borrowed money by any Loan Party consented to under Section 2(f)(i) above or expressly permitted under this Amendment during the Waiver Period.
Any breach by any Loan Party of subsections (d), (e) or (f) of this Section 2 shall be an immediate Event of Default under the 2016 Term Loan Agreement
SECTION 3.Reporting. Notwithstanding the limited waiver of the Subject Provisions pursuant to Section 2(a) above, nothing in this Amendment shall modify, affect or waive the Borrower’s continuing obligation to comply with the reporting requirements set forth in Section 5.03 of the 2016 Term Loan Agreement during the Waiver Period (as if the Subject Provisions had not been waived) or otherwise (including, without limitation, the Borrower’s obligation to provide a schedule of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.04 (as if the Subject Provisions had not been waived) under Section 5.03(c)); provided, however, that the Borrower shall not be required to furnish to the Administrative Agent and the Lender Parties notice of Defaults relating to the Section 5.04 financial covenants during the Waiver Period. In addition to the existing reporting
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requirements in the 2016 Term Loan Agreement, during the Waiver Period the Borrower will furnish to the Administrative Agent and the Lender Parties, on or before the last day of each of April 2020, May 2020 and June 2020, and thereafter on or before the last day of each calendar quarter commencing with the calendar quarter ending September 30, 2020, (i) forecasted balance sheets and statements of cash flows of the Parent Guarantor and its Subsidiaries for the immediately following three month period along with comparisons against the same period for the prior year (the “Forecasts”) and (ii) historical balance sheets and statements of cash flows of the Parent Guarantor and its Subsidiaries for the immediately prior twelve calendar month period along with comparisons to any Forecasts previously delivered for such period pursuant to clause (i) or otherwise available. Further, together with the Forecasts, balance sheets and cash flow statements furnished pursuant to the immediately preceding sentence, the Borrower will provide to the Administrative Agent and the Lender Parties summary reports of (x) any application made by the Borrower, the Parent Guarantor or their respective Subsidiaries for funding under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic (each, a “Stimulus Program”) and (y) amounts received by the Borrower, the Parent Guarantor or their respective Subsidiaries under any Stimulus Program, and reasonably detailed accountings of the uses thereof.
SECTION 4.Equity Interests. Within 30 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion for up to 30 additional days), the Borrower will cause the applicable Loan Parties to (i) modify the organizational documents of each of the fee owners and TRS Lessees of each of the existing Borrowing Base Assets described on Schedule I hereto (the “Initial Grantors”) to opt-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Agents and (ii) deliver to the Agents certificated Equity Interests for each of the Initial Grantors and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Agents.
SECTION 5.Real Property Collateral. Within 15 days after the date hereof the Borrower will provide to the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Asset, those items required by subsection (d) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, reasonably satisfactory to the Agents, of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents (as defined below). To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(ii) of the definition of Collateral
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Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, Duane Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables relating to Mortgages.
SECTION 6.Pledge Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into a Pledge Agreement dated as of the date hereof and in the form attached as Annex C hereto (the “Pledge Agreement”) with the Borrower, the 2017 RCF Agent, the 2019 TLA Agent and the owners of 100% of the direct Equity Interests in each of the Initial Grantors. The terms and provisions of the Pledge Agreement that refer to the Secured Parties shall be binding on all Secured Parties to the same extent as if each Secured Party were a party thereto.
SECTION 7.Security Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into a Security Agreement dated as of the date hereof and in the form attached as Annex D hereto (the “Security Agreement”) with the 2017 RCF Agent, the 2019 TLA Agent and the Initial Grantors with fee and leasehold interests in the Initial Mortgaged Properties. The terms and provisions of the Security Agreement that refer to the Secured Parties shall be binding on all Secured Parties to the same extent as if each Secured Party were a party thereto.
SECTION 8.Intercreditor Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into an Intercreditor Agreement dated as of the date hereof and in the form attached as Annex E hereto (the “Intercreditor Agreement”) with the 2017 RCF Agent and the 2019 TLA Agent. The terms and provisions of the Intercreditor Agreement that refer to the Secured Parties shall be binding on all Secured Parties to the same extent as if each Secured Party were a party thereto. As among the Lender Parties, the Intercreditor Agreement shall be treated as a Loan Document. The Borrower and each of the Guarantors acknowledge that the Agents are entering into the Intercreditor Agreement as of the Amendment Effective Date and that the Intercreditor Agreement, as it may be amended from time to time, governs the relationships among the Agents with respect to the Collateral and use of the proceeds thereof.
SECTION 9.Reserved.
SECTION 10.Representations and Warranties. Each Loan Party hereby represents and warrants that:
(a)The representations and warranties contained in each of the Loan Documents (as amended or supplemented to date, including pursuant to this Amendment) to which it is a party are, other than with respect to the Subject Provisions, true and correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to an earlier date, in which case as of such earlier date); provided, however, that this clause (a) shall exclude the representations contained in Section 5.01(bb) of the 2016 Term Loan Agreement to the extent the perfection of any security interest in Collateral is intended by the terms of this Amendment to occur after the Amendment Effective Date.
(b)Such Loan Party has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Amendment.
(c)This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms,
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except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(d)The execution and delivery of this Amendment does not (i) contravene any provision of the organizational documents of such Loan Party or its general partner or managing member or (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to such Loan Party.
(e)Other than any Default or Event of Default that would exist absent the limited waiver of the Subject Provisions pursuant to Section 2(a) above, no Default or Event of Default has occurred and is continuing, or would result from the entering into of this Amendment by any Loan Party.
SECTION 11.Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied:
(a)The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of this Amendment executed by each of the Loan Parties and those Lenders comprising Required Lenders,
(b)The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of each of the Pledge Agreement, the Security Agreement and the Intercreditor Agreement executed by each of the parties thereto.
(c)The Administrative Agent shall be satisfied that all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement and the Security Agreement will be made promptly following the Amendment Effective Date.
(d)The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, (i) an amendment of the 2019 Term Loan Agreement and (ii) an amendment to the 2017 Credit Agreement, in each case modifying the underlying agreement to account for the terms herein and making certain other corresponding modifications.
(e)The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower stating that the Mortgages and Assignments of Leases on the Initial Mortgaged Properties, in substantially the form attached thereto (the “Approved Real Estate Documents”) have been approved by the Borrower for release and recording in accordance herewith and (ii) original signature pages for each of the Approved Real Estate Documents which the Agents shall hold in escrow in accordance with this subsection (e). The parties acknowledge and agree that the release from escrow of the original signature pages for the Approved Real Estate Documents shall be in the Agents’ sole discretion and shall not be subject to any condition, occurrence or consent, and the Loan Parties hereby irrevocably authorize the Agents to attach the original signature pages to the applicable Approved Real Estate Documents upon the release thereof from escrow. Notwithstanding the foregoing, the original signature pages shall not be released from escrow and the Approved Real Estate Documents will not be filed or recorded unless and until the Administrative Agent reasonably concludes that the Lenders have completed their required due diligence in respect of the Flood Laws. For the avoidance of doubt, no Lien or security interest provided for in any Approved Real Estate Document is or will be effective until the signature pages are released from escrow and attached thereto.
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(f)All of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full.
SECTION 12.Reference to and Effect on the 2016 Term Loan Agreement, the Notes and the Loan Documents. (a) This Amendment is a Loan Document. On and after the effectiveness of this Amendment, each reference in the 2016 Term Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the 2016 Term Loan Agreement, and each reference in the Notes and each of the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the 2016 Term Loan Agreement, shall mean and be a reference to the 2016 Term Loan Agreement, as amended and modified by this Amendment to read in the form of the Amended Term Loan Agreement attached as Annex A.
(b)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
(c)This Amendment shall not extinguish the obligations for the payment of money outstanding under the 2016 Term Loan Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the 2016 Term Loan Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided in the exhibits hereto. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties from the Loan Documents.
SECTION 13.Ratification. The 2016 Term Loan Agreement (as amended by this Amendment) and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Notwithstanding the foregoing, any notice or acknowledgement given prior to the Amendment Effective Date pursuant to Section 8.01 of the 2016 Term Loan Agreement (prior to this Amendment) is of no further force or effect. Except as expressly provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Secured Party or the Administrative Agent under the 2016 Term Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the 2016 Term Loan Agreement or any of the other Loan Documents. Except as otherwise specified in Section 2 of this Amendment, any breach by any of the Loan Parties of the covenants or requirements in this Amendment shall be an Event of Default under the 2016 Term Loan Agreement if such breach is not cured within five (5) Business Days after the Borrower’s receipt of notice from the Administrative Agent or any Lender of such breach.
SECTION 14.Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the 2016 Term Loan Agreement.
SECTION 15.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier,
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facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 16.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
BORROWER:
HERSHA HOSPITALITY LIMITED PARTNERSHIP,
a Virginia limited partnership

By: HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust, its general partner

By: ____________________________________
Name: Ashish R. Parikh
Title: CFO


PARENT GUARANTOR:

HERSHA HOSPITALITY TRUST,
a Maryland real estate investment trust


By: ____________________________________
Name: Ashish R. Parikh
Title: CFO


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SUBSIDIARY GUARANTORS:
HHLP PARKSIDE ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP PARKSIDE MANAGER, LLC,
a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP DC CONVENTION CENTER ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP DC CONVENTION CENTER MANAGER, LLC, a Delaware limited liability company,
its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP BULFINCH ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP BULFINCH MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager

44 CAMBRIDGE ASSOCIATES, LLC,
a Massachusetts limited liability company


By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


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RISINGSAM HOSPITALITY, LLC,
a New York limited liability company

By:  HERSHA CONDUIT ASSOCIATES, LLC,
a New York limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


AFFORDABLE HOSPITALITY ASSOCIATES, L.P.,
a Pennsylvania limited partnership

By:  RACE STREET, LLC, a Pennsylvania limited liability company, its general partner

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP RITTENHOUSE ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP RITTENHOUSE MANAGER, LLC,
a Delaware limited liability company,
its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP COCONUT GROVE ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP COCONUT GROVE MANAGER, LLC,
a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


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HHLP BLUE MOON ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP BLUE MOON MANAGER, LLC,
a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP WINTER HAVEN ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP WINTER HAVEN MANAGER, LLC,
a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


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HHLP SMITH STREET ASSOCIATES, LLC,
a New York limited liability company

By:  HHLP SMITH STREET HOLDING, LLC,
a New York limited liability company, its manager

By:  HHLP SMITH STREET MANAGING MEMBER, LLC, a New York limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager
HHLP KEY WEST ONE ASSOCIATES LLC,
a Delaware limited liability company

By:  HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


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44 BROOKLINE HOTEL, LLC,
a Delaware limited liability company

By:  44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP MIAMI BEACH ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP MIAMI BEACH MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP GEORGETOWN ASSOCIATES, LLC,
a Delaware limited liability company

By:  HERSHA GEORGETOWN MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


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HHLP GEORGETOWN II ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP GEORGETOWN II MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP SUNNYVALE TPS ASSOCIATES, LLC,
a Delaware limited liability company

By:  HHLP SUNNYVALE TPS MANAGER, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


SEAPORT HOSPITALITY LLC,
a New York limited liability company

By:  320 PEARL STREET, INC., a New York corporation, its managing member

By: ____________________________________
Name: Ashish R. Parikh
Title: Vice President


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HHLP San Diego Associates, LLC, a Delaware limited liability company

By:  HHLP San Diego Manager, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


Metro JFK Associates, LLC, a New York limited liability company

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


5444 Associates, a Pennsylvania limited partnership

By:  44 Duane Street, LLC, a Delaware limited liability company, its General Partner

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


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HHLP White Plains Associates, LLC, a Delaware limited liability company

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


Brisam Management (DE) LLC, a Delaware limited liability company

By:  HHLP Brisam 29 Manager, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP Boston Seaport Associates, LLC, a Delaware limited liability company

By:  HHLP Boston Seaport Manager, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP Ambrose Associates, LLC, a Delaware limited liability company

By:  HHLP Ambrose Manager, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


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Exit 88 Hotel, LLC, a Connecticut limited liability company

By:  Exit 88 Hotel Manager, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager

HHLP Seattle Associates, LLC, a Delaware limited liability company

By:  HHLP Seattle Manager, LLC, a Delaware limited liability company, its manager

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


Chimes of Freedom, LLC, a Delaware limited liability company

By:  Of Freedom I, LLC, a Delaware limited liability company, its managing member

By:  HHLP Liberty Associates, LLC, a Delaware limited liability company, its sole member

By: ____________________________________
Name: Ashish R. Parikh
Title: Manager


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Acknowledged and Agreed as of the date first above written:
CITIBANK, N.A., as Administrative Agent
By: ___________________________________
Name:
Title:


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WELLS FARGO BANK, N.A., as Lender
By: _______________________________
Name:
Title:


21


BANK OF AMERICA, N.A., as Lender
By: _______________________________
Name:
Title:



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BBVA USA, as Lender
By: _______________________________
Name:
Title:

23


TD BANK, N.A., as Lender
By: _______________________________
Name:
Title:



24


BMO HARRIS BANK N.A., as Lender
By: _______________________________
Name:
Title:


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FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Lender
By: _______________________________
Name:
Title:


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MANUFACTURERS AND TRADERS TRUST COMPANY, as Lender
By: _______________________________
Name:
Title:



27


THE PROVIDENT BANK, as Lender
By: _______________________________
Name:
Title:


28


PNC BANK, NATIONAL ASSOCIATION, as Lender
By: _______________________________
Name:
Title:


29


U.S. BANK NATIONAL ASSOCIATION, as Lender
By: _______________________________
Name:
Title:


30


LAND BANK OF TAIWAN, NY BRANCH, as Lender
By: _______________________________
Name:
Title:



31


THE HUNTINGTON NATIONAL BANK, as Lender
By: _______________________________
Name:
Title:

32


Annex A
AMENDED TERM LOAN AGREEMENT
[See attached.]


Annex A -1


Annex B
RESERVED



Annex B-1


Annex C
FORM OF PLEDGE AGREEMENT
[See attached.]





Annex C-1


Annex D
FORM OF SECURITY AGREEMENT
[See attached.]





Annex D-1


Annex E
FORM OF INTERCREDITOR AGREEMENT
[See attached.]




Annex E-1


Exhibit G
EXHIBIT G TO AMENDED TERM LOAN AGREEMENT
(Form of Security Agreement)
[See attached.]





Exh. G -1


Exhibit H
EXHIBIT H TO AMENDED TERM LOAN AGREEMENT
(Form of Mortgage)
[See attached.]




Exh. H-1


SCHEDULE I
INITIAL GRANTORS
[See attached.]
Asset NameAsset LocationInitial Grantors
The BoxerBoston, MA
HHLP Bulfinch Associates, LLC

HHLP Bulfinch Lessee, LLC
Courtyard BrooklineBrookline, MA
44 Brookline Hotel, LLC

44 Brookline Management, LLC
NU HotelBrooklyn, NY
HHLP Smith Street Associates, LLC

44 Smith Street Lessee, LLC
Holiday Inn Express CambridgeCambridge, MA
44 Cambridge Associates, LLC

HHLP Cambridge Lessee, LLC
Residence Inn Coconut GroveCoconut Grove, FL
HHLP Coconut Grove Associates, LLC

HHLP Coconut Grove Lessee, LLC
Gate JFK Airport HotelJamaica, NY
Risingsam Hospitality LLC

HHLP Conduit Lessee, LLC
Parrot Key ResortKey West, FL
HHLP Key West One Associates, LLC

HHLP Key West One Lessee, LLC
Winter Haven HotelMiami Beach, FL
HHLP Winter Haven Associates, LLC

HHLP Winter Haven Lessee, LLC
Blue Moon HotelMiami Beach, FL
HHLP Blue Moon Associates, LLC

HHLP Blue Moon Lessee, LLC
Hampton Inn PhiladelphiaPhiladelphia, PA
Affordable Hospitality Associates, L.P.

Philly One TRS, LLC
The RittenhousePhiladelphia, PA
HHLP Rittenhouse Associates, LLC

HHLP Rittenhouse Lessee, LLC
Courtyard San DiegoSan Diego, CA
HHLP San Diego Associates, LLC

HHLP San Diego Lessee, LLC
Hampton Inn Washington DCWashington, DC
HHLP DC Convention Center Associates, LLC

HHLP DC Convention Center Lessee, LLC
Sheraton Wilmington SouthWilmington, DE
HHLP Parkside Associates, LLC

HHLP Parkside Lessee, LLC
Cadillac Hotel and Beach Club Miami BeachMiami, FL
HHLP Miami Beach Associates, LLC

HHLP Miami Beach Lessee, LLC
Ritz Carlton GeorgetownWashington, DC
HHLP Georgetown Associates, LLC

HHLP Georgetown Lessee, LLC
Hilton Garden Inn M StreetWashington, DC
HHLP Georgetown II Associates, LLC

HHLP Georgetown II Lessee, LLC
TownePlace Suites SunnyvaleSunnyvale, CA
HHLP Sunnyvale TPS Associates, LLC

HHLP Sunnyvale TPS Lessee, LLC
Hampton Inn Manhattan-Seaport Financial DistrictNew York, NY
Seaport Hospitality, LLC

Seaport TRS, LLC
Hilton Garden Inn JFKJamaica, NY
Metro JFK Associates, LLC

44 Metro, LLC
Duane Street HotelNew York, NY
5444 Associates

44 Duane Street Lessee, LLC

Hyatt House White PlainsWhite Plains, NY
HHLP White Plains Associates, LLC

44 White Plains, LLC
Holiday Inn Express 29th StreetNew York, NY
Brisam Management (DE), LLC

Metro 29th Sublessee, LLC
Envoy HotelBoston, MA
HHLP Boston Seaport Associates, LLC

HHLP Boston Seaport Lessee, LLC
Ambrose HotelSanta Monica, CA
HHLP Ambrose Associates, LLC

HHLP Ambrose Lessee, LLC
Mystic MarriottGroton, CT
Exit 88 Hotel, LLC

HT – Exit 88 Hotel TRS, LLC
Pan Pacific HotelSeattle, WA
HHLP Seattle Associates, LLC

HHLP Seattle Lessee, LLC
Westin PhiladelphiaPhiladelphia, PA
Chimes of Freedom, LLC

HHLP Liberty Lessee, LLC





Sched. I-1


SCHEDULE II
INITIAL MORTGAGED PROPERTIES
PropertyMetropolitan Area
The BoxerBoston, MA
Courtyard BrooklineBrookline, MA
NU HotelBrooklyn, NY
Holiday Inn Express CambridgeCambridge, MA
Residence Inn Coconut GroveCoconut Grove, FL
Parrot Key ResortKey West, FL
Winter Haven HotelMiami Beach, FL
Blue Moon HotelMiami Beach, FL
Hampton Inn PhiladelphiaPhiladelphia, PA
The RittenhousePhiladelphia, PA
Courtyard San DiegoSan Diego, CA
Sheraton Wilmington SouthWilmington, DE
Cadillac Hotel and Beach Club Miami BeachMiami, FL
TownePlace Suites SunnyvaleSunnyvale, CA
Hampton Inn Manhattan-Seaport Financial DistrictNew York, NY
Hilton Garden Inn JFKJamaica, NY
Duane Street HotelNew York, NY
Hyatt House White PlainsWhite Plains, NY
Holiday Inn Express 29th Street
New York, NY
Envoy HotelBoston, MA
Ambrose HotelSanta Monica, CA
Mystic MarriottGroton, CT
Pan Pacific HotelSeattle, WA
The Westin PhiladelphiaPhiladelphia, PA


Sched. II -1


SCHEDULE III

EXISTING CAPITAL PROJECTS

Sched. II -2
(Back To Top)

Section 4: EX-10.3 (EX-10.3)

Document
Execution Version
AMENDMENT NO. 1 TO THE
TERM LOAN AGREEMENT

        Dated as of April 2, 2020

AMENDMENT NO. 1 TO THE TERM LOAN AGREEMENT (this “Amendment”) among HERSHA HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership (the “Borrower”), HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust (the “Parent Guarantor”), the subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”), CITIBANK, N.A. (“Citibank”), as administrative agent (the “Administrative Agent”) for the Lender Parties, and the Required Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Guarantors, the Lenders, the Administrative Agent and the other financial institutions party thereto entered into that certain Amended and Restated Term Loan Agreement dated as of September 10, 2019 (as amended, the “2019 Term Loan Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the 2019 Term Loan Agreement, as amended hereby;
(2) The Guarantors, the Administrative Agent, the Borrower and certain lenders party to the 2019 Term Loan Agreement wish to amend the 2019 Term Loan Agreement to address certain changes to the terms thereof as set forth below; and
(3) The Borrower, the Administrative Agent and the Required Lenders have agreed pursuant to Section 10.01(a) of the 2019 Term Loan Agreement to amend the 2019 Term Loan Agreement on the terms and subject to the conditions hereinafter set forth.
SECTION 1.Amendments to the 2019 Term Loan Agreement. (a) The 2019 Term Loan Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 11 below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the 2019 Term Loan Agreement attached as Annex A (as so amended, the “Amended Term Loan Agreement”).
(b)The 2019 Term Loan Agreement is hereby amended by adding new Exhibit G thereto in the form of Exhibit G attached hereto.
(c)The 2019 Term Loan Agreement is hereby amended by adding new Exhibit H thereto in the form of Exhibit H attached hereto.
SECTION 2.Temporary Modifications to the 2019 Term Loan Agreement. For the period from the Amendment Effective Date though March 31, 2021 (the “Waiver Period”), the 2019 Term Loan Agreement (as amended pursuant to Section 1 of this Amendment) shall be deemed modified and amended as follows:
(a)Limited Waiver. The Lender Parties agree to a limited waiver of the following provisions (collectively, the “Subject Provisions”), and that no Default or Event of Default shall exist or arise thereunder:
(i)any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19
        1 Hersha Hospitality – 2019 Term Loan Amendment No. 1
NYDOCS03/1126277.6


pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditions;
(ii)mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C);
(iii)the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and
(iv)the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure).
Without limiting the generality of the provisions of Section 9.01 of the 2019 Term Loan Agreement, the waiver set forth in this subsection (a) shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Period.
(b)So long as Borrower can comply with the conditions precedent under the 2019 Term Loan Agreement (as amended by this Amendment) to a Borrowing during the Waiver Period, Borrower will be permitted to (i) provide notices of Conversion pursuant to Section 2.09 thereof and (ii) provide notices of selection of an Interest Period.
(c)Reserved.
(d)Use of Equity Offering Proceeds. All Net Cash Proceeds (as defined below) of any Equity Offering (as defined below) shall be used only (x) to fund (i) operating expenses of the business of the Company and its Subsidiaries, (ii) costs and expenses included in the Forecasts (as defined below) relating to those capital projects on the Assets commenced prior to the Amendment Effective Date and listed on Schedule III hereto, (iii) costs and expenses reasonably required to comply with applicable legal requirements (or to cure or prevent any violation thereof), (iv) costs and expenses required on an emergency basis to avoid damage or injury to persons or property and (v) other reasonable uses approved by the Required Lenders (“Permitted Uses”) or (y) to repay the Obligations under and as defined in the Facility and the Other Facilities.
(e)Use of Sale, Permitted Debt and Excess Refinancing Debt Proceeds. Unless the Required Facility Lenders (as defined below) otherwise agree in writing, the Borrower will deposit the following amounts into a reserve account of the Borrower for the benefit of the Secured Parties (the “Reserve Account”):
(i)100% of the Net Cash Proceeds of (x) the sale of any Assets, including, without limitation, pursuant to any Sale and Leaseback Transaction and (y) any Permitted Debt Transaction (as defined below) other than the proceeds of Qualified Government Debt (as defined below) and Refinancing Debt, and
(ii)the amount of any Refinancing Debt in excess of the sum of (x) the principal amount of the Debt being extended, refunded or refinanced and (y) the amount of any applicable premium, and fees and expenses relating thereto.
2


The Agents, upon the direction or with the consent of each of (1) the Required Lenders under the Facility, (2) the Required Lenders (as defined in the 2017 Credit Agreement) under the 2017 Credit Facility and (3) the Required Lenders (as defined in the 2016 Term Loan Agreement) under the 2016 Term Loan Facility (the “Required Facility Lenders”), shall have the right to apply amounts in the Reserve Account at any time to the respective Obligations (as such term is defined in each of the Facility and the Other Facilities) under the Facility and the Other Facilities on a pro rata basis (in accordance with their respective outstanding Advances (as such term is defined in each of the Facility and the Other Facilities)) in accordance with the waterfall set forth in Section 2.11(f) of the 2017 Credit Agreement, the 2016 Term Loan Agreement and the 2019 Term Loan Agreement, as applicable. The Borrower will maintain the Reserve Account only with the 2017 RCF Agent (to be held by or on behalf of the 2017 RCF Agent on behalf of the Agents as gratuitous bailee (pursuant to and subject to the terms of the Intercreditor Agreement) for the benefit of each other Secured Party. The Reserve Account and all funds on deposit therein shall be included in the “Collateral” for all purposes, both during and after the Waiver Period. During the Waiver Period, proviso (b) of the definition of “Refinancing Debt” shall not apply. Nothing in this subsection (e) shall limit the negative covenants set forth in subsection (f) below.
(f)Enhanced Negative Covenants. Notwithstanding anything to the contrary contained in the 2019 Term Loan Agreement (as amended pursuant to Section 1 of this Amendment), unless the Administrative Agent and the Required Lenders otherwise agree in writing, no Loan Party will:
(i)create, incur, or assume, or permit any of its Subsidiaries to create, incur, or assume, any additional secured Debt, Non-Recourse Debt or senior Recourse Debt other than Qualified Government Debt (as defined below) or Refinancing Debt;
(ii)acquire any new Assets or Transfer or encumber any Borrowing Base Assets (including, without limitation, pursuant to a Sale and Leaseback Transaction), or Transfer or encumber any Equity Interests in the fee owners and TRS Lessees of the Borrowing Base Assets;
(iii)in the case of Parent Guarantor and Borrower, make or declare any Restricted Payments payable in cash, including, without limitation, cash dividends on common or preferred stock; provided, however, that the Parent Guarantor may declare and pay dividends to the holders of common Equity Interests and Preferred Interests in the Parent Guarantor consisting of a combination of cash and Equity Interests in the Parent Guarantor only if such dividends (i) are required to maintain the Parent Guarantor’s status as a REIT and avoid the imposition of excise taxes under Section 4981 of the Internal Revenue Code, (ii) include a cash component no greater than the minimum percentage allowed under the Internal Revenue Code and any published guidance from the United States Department of the Treasury or Internal Revenue Service with respect thereto at the time of the declaration thereof, (iii) are paid no earlier than January 29, 2021 and (iv) are calculated based exclusively on capital gains from the sale of Assets and other items relevant to such calculations under Section 4981 of the Internal Revenue Code.
(iv)make or permit any of its Subsidiaries to make new Investments (including, without limitation, buybacks of common Equity Interests or Preferred Interests) other than Investments by the Loan Parties and their Subsidiaries in their wholly-owned Subsidiaries;
(v)engage in or consent to any action or activity that would be expressly prohibited or restricted under Section 5.02 during a Default or Event of Default; provided, however, that the restriction in this subsection (v) shall not apply to any action referred to in Section 5.02(e); or
(vi)at any time during the Waiver Period fail to use commercially reasonable efforts to promptly implement and maintain, in all material respects, those measures described in the press release of the Parent Guarantor dated March 19, 2020. For the avoidance of doubt, any such measures described in
3


such press release as applying for a more limited period of time than the entire Waiver Period shall nonetheless be maintained in effect, in all material respects, through the end of the Waiver Period.
(g)Qualified Government Debt. Notwithstanding the restrictions in subsection (f) above, consent of the Administrative Agent and the Required Lenders shall not be required for the Loan Parties to incur Debt for borrowed money to a Governmental Authority under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic so long as the Borrowing Base Assets and the Equity Interests in the Initial Grantors (as defined below) do not become subject to any Liens in connection with such Debt (“Qualified Government Debt”); provided, however, that 100% of the Net Cash Proceeds of any Qualified Government Debt shall be used, in the Borrower’s discretion, only for Permitted Uses or to repay the Obligations (as such term is defined in each of the Facility and the Other Facilities) under the Facility and the Other Facilities.
For purposes of this Amendment, the following terms shall have the following meanings:
Net Cash Proceeds” means, with respect to any transaction, the aggregate amount of all cash proceeds received by the Borrower, Parent Guarantor or any of their respective Subsidiaries, net of fees, expenses, costs, underwriting discounts and commissions incurred in connection therewith and, for the sale of any Asset, payments made to retire any debt that is secured by such Asset and repaid in connection with the sale thereof, and net of taxes paid or reasonably estimated by the Borrower to be payable as a result thereof, excluding any fees, commissions or expenses that are payable to an Affiliate of the Borrower, the Parent Guarantor or any of their respective Subsidiaries.
Equity Offering” means the issuance of any public common Equity Interests, 144A Equity Interests or Preferred Interests (including Preferred Interests convertible into common Equity Interests) by the Borrower or the Parent Guarantor.
Permitted Debt Transaction” means the incurrence of Debt for borrowed money by any Loan Party consented to under Section 2(f)(i) above or expressly permitted under this Amendment during the Waiver Period.
Any breach by any Loan Party of subsections (d), (e) or (f) of this Section 2 shall be an immediate Event of Default under the 2019 Term Loan Agreement.
SECTION 3.Reporting. Notwithstanding the limited waiver of the Subject Provisions pursuant to Section 2(a) above, nothing in this Amendment shall modify, affect or waive the Borrower’s continuing obligation to comply with the reporting requirements set forth in Section 5.03 of the 2019 Term Loan Agreement during the Waiver Period (as if the Subject Provisions had not been waived) or otherwise (including, without limitation, the Borrower’s obligation to provide a schedule of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.04 (as if the Subject Provisions had not been waived) under Section 5.03(c)); provided, however, that the Borrower shall not be required to furnish to the Administrative Agent and the Lender Parties notice of Defaults relating to the Section 5.04 financial covenants during the Waiver Period. In addition to the existing reporting requirements in the 2019 Term Loan Agreement, during the Waiver Period the Borrower will furnish to the Administrative Agent and the Lender Parties, on or before the last day of each of April 2020, May 2020 and June 2020, and thereafter on or before the last day of each calendar quarter commencing with the calendar quarter ending September 30, 2020, (i) forecasted balance sheets and statements of cash flows of the Parent Guarantor and its Subsidiaries for the immediately following three month period along with comparisons against the same period for the prior year (the “Forecasts”) and (ii) historical balance sheets and statements of cash flows of the Parent Guarantor and its Subsidiaries for the immediately prior twelve calendar month
4


period along with comparisons to any Forecasts previously delivered for such period pursuant to clause (i) or otherwise available. Further, together with the Forecasts, balance sheets and cash flow statements furnished pursuant to the immediately preceding sentence, the Borrower will provide to the Administrative Agent and the Lender Parties summary reports of (x) any application made by the Borrower, the Parent Guarantor or their respective Subsidiaries for funding under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic (each, a “Stimulus Program”) and (y) amounts received by the Borrower, the Parent Guarantor or their respective Subsidiaries under any Stimulus Program, and reasonably detailed accountings of the uses thereof.
SECTION 4.Equity Interests. Within 30 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion for up to 30 additional days), the Borrower will cause the applicable Loan Parties to (i) modify the organizational documents of each of the fee owners and TRS Lessees of each of the existing Borrowing Base Assets described on Schedule I hereto (the “Initial Grantors”) to opt-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Agents and (ii) deliver to the Agents certificated Equity Interests for each of the Initial Grantors and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Agents.
SECTION 5.Real Property Collateral. Within 15 days after the date hereof the Borrower will provide to the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Asset, those items required by subsection (d) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, reasonably satisfactory to the Agents, of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents (as defined below). To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, Duane Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables relating to Mortgages.
5


SECTION 6.Pledge Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into a Pledge Agreement dated as of the date hereof and in the form attached as Annex C hereto (the “Pledge Agreement”) with the Borrower, the 2017 RCF Agent, the 2016 TLA Agent and the owners of 100% of the direct Equity Interests in each of the Initial Grantors. The terms and provisions of the Pledge Agreement that refer to the Secured Parties shall be binding on all Secured Parties to the same extent as if each Secured Party were a party thereto.
SECTION 7.Security Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into a Security Agreement dated as of the date hereof and in the form attached as Annex D hereto (the “Security Agreement”) with the 2017 RCF Agent, the 2016 TLA Agent and the Initial Grantors with fee and leasehold interests in the Initial Mortgaged Properties. The terms and provisions of the Security Agreement that refer to the Secured Parties shall be binding on all Secured Parties to the same extent as if each Secured Party were a party thereto.
SECTION 8.Intercreditor Agreement. The Administrative Agent is hereby authorized by the Lender Parties to enter into an Intercreditor Agreement dated as of the date hereof and in the form attached as Annex E hereto (the “Intercreditor Agreement”) with the 2017 RCF Agent and the 2016 TLA Agent. The terms and provisions of the Intercreditor Agreement that refer to the Secured Parties shall be binding on all Secured Parties to the same extent as if each Secured Party were a party thereto. As among the Lender Parties, the Intercreditor Agreement shall be treated as a Loan Document. The Borrower and each of the Guarantors acknowledge that the Agents are entering into the Intercreditor Agreement as of the Amendment Effective Date and that the Intercreditor Agreement, as it may be amended from time to time, governs the relationships among the Agents with respect to the Collateral and use of the proceeds thereof.
SECTION 9.Reserved.
SECTION 10.Representations and Warranties. Each Loan Party hereby represents and warrants that:
(a)The representations and warranties contained in each of the Loan Documents (as amended or supplemented to date, including pursuant to this Amendment) to which it is a party are, other than with respect to the Subject Provisions, true and correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to an earlier date, in which case as of such earlier date); provided, however, that this clause (a) shall exclude the representations contained in Section 5.01(bb) of the 2019 Term Loan Agreement to the extent the perfection of any security interest in Collateral is intended by the terms of this Amendment to occur after the Amendment Effective Date.
(b)Such Loan Party has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Amendment.
(c)This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(d)The execution and delivery of this Amendment does not (i) contravene any provision of the organizational documents of such Loan Party or its general partner or managing member or
6


(ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to such Loan Party.
(e)Other than any Default or Event of Default that would exist absent the limited waiver of the Subject Provisions pursuant to Section 2(a) above, no Default or Event of Default has occurred and is continuing, or would result from the entering into of this Amendment by any Loan Party.
SECTION 11.Conditions of Effectiveness
. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied:
(a)The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of this Amendment executed by each of the Loan Parties and those Lenders comprising Required Lenders,
(b)The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of each of the Pledge Agreement, the Security Agreement and the Intercreditor Agreement executed by each of the parties thereto.
(c)The Administrative Agent shall be satisfied that all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement and the Security Agreement will be made promptly following the Amendment Effective Date.
(d)The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, (i) an amendment of the 2016 Term Loan Agreement and (ii) an amendment to the 2017 Credit Agreement, in each case modifying the underlying agreement to account for the terms herein and making certain other corresponding modifications.
(e)The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower stating that the Mortgages and Assignments of Leases on the Initial Mortgaged Properties, in substantially the form attached thereto (the “Approved Real Estate Documents”), have been approved by the Borrower for release and recording in accordance herewith and (ii) original signature pages for each of the Approved Real Estate Documents which the Agents shall hold in escrow in accordance with this subsection (e). The parties acknowledge and agree that the release from escrow of the original signature pages for the Approved Real Estate Documents shall be in the Agents’ sole discretion and shall not be subject to any condition, occurrence or consent, and the Loan Parties hereby irrevocably authorize the Agents to attach the original signature pages to the applicable Approved Real Estate Documents upon the release thereof from escrow. Notwithstanding the foregoing, the original signature pages shall not be released from escrow and the Approved Real Estate Documents will not be filed or recorded unless and until the Administrative Agent reasonably concludes that the Lenders have completed their required due diligence in respect of the Flood Laws. For the avoidance of doubt, no Lien or security interest provided for in any Approved Real Estate Document is or will be effective until the signature pages are released from escrow and attached thereto.
(f)All of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full.
SECTION 12.Reference to and Effect on the 2019 Term Loan Agreement, the Notes and the Loan Documents. (a) This Amendment is a Loan Document. On and after the effectiveness of this Amendment, each reference in the 2019 Term Loan Agreement to “this Agreement”, “hereunder”, “hereof”
7


or words of like import referring to the 2019 Term Loan Agreement, and each reference in the Notes and each of the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the 2019 Term Loan Agreement, shall mean and be a reference to the 2019 Term Loan Agreement, as amended and modified by this Amendment to read in the form of the Amended Term Loan Agreement attached as Annex A.
(b)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
(c)This Amendment shall not extinguish the obligations for the payment of money outstanding under the 2019 Term Loan Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the 2019 Term Loan Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided in the exhibits hereto. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties from the Loan Documents.
SECTION 13.Ratification. The 2019 Term Loan Agreement (as amended by this Amendment) and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Notwithstanding the foregoing, any notice or acknowledgement given prior to the Amendment Effective Date pursuant to Section 8.01 of the 2019 Term Loan Agreement (prior to this Amendment) is of no further force or effect. Except as expressly provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Secured Party or the Administrative Agent under the 2019 Term Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the 2019 Term Loan Agreement or any of the other Loan Documents. Except as otherwise specified in Section 2 of this Amendment, any breach by any of the Loan Parties of the covenants or requirements in this Amendment shall be an Event of Default under the 2019 Term Loan Agreement if such breach is not cured within five (5) Business Days after the Borrower’s receipt of notice from the Administrative Agent or any Lender of such breach.
SECTION 14.Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the 2019 Term Loan Agreement.
SECTION 15.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier, facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 16.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[Balance of page intentionally left blank.]

8


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:

HERSHA HOSPITALITY LIMITED PARTNERSHIP,
a Virginia limited partnership

By: HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust, its general partner


By: ____________________________
Name: Ashish R. Parikh
Title: CFO


PARENT GUARANTOR:

HERSHA HOSPITALITY TRUST,
a Maryland real estate investment trust


By: ____________________________
Name: Ashish R. Parikh
Title: CFO


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        9


SUBSIDIARY GUARANTORS:

HHLP PARKSIDE ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP PARKSIDE MANAGER, LLC,
a Delaware limited liability company, its manager


By____________________________
Name: Ashish R. Parikh
Title: Manager


HHLP DC CONVENTION CENTER ASSOCIATES, LLC, a Delaware limited liability company

By: HHLP DC CONVENTION CENTER MANAGER, LLC, a Delaware limited liability company,
its manager


By____________________________
Name: Ashish R. Parikh
Title: Manager


HHLP BULFINCH ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP BULFINCH MANAGER, LLC, a Delaware limited liability company, its manager


By____________________________
Name: Ashish R. Parikh
Title: Manager


44 CAMBRIDGE ASSOCIATES, LLC,
a Massachusetts limited liability company


By____________________________
Name: Ashish R. Parikh
Title: Manager



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        10



RISINGSAM HOSPITALITY, LLC,
a New York limited liability company

By: HERSHA CONDUIT ASSOCIATES, LLC,
a New York limited liability company, its manager

By____________________________
Name: Ashish R. Parikh
Title: Manager

AFFORDABLE HOSPITALITY ASSOCIATES, L.P.,
a Pennsylvania limited partnership

By: RACE STREET, LLC, a Pennsylvania limited liability company, its general partner


By____________________________
Name: Ashish R. Parikh
Title: Manager

HHLP RITTENHOUSE ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP RITTENHOUSE MANAGER, LLC,
a Delaware limited liability company,
its manager


By____________________________
Name: Ashish R. Parikh
Title: Manager


HHLP COCONUT GROVE ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP COCONUT GROVE MANAGER, LLC,
a Delaware limited liability company, its manager
        

By____________________________
Name: Ashish R. Parikh
Title: Manager



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        11


HHLP BLUE MOON ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP BLUE MOON MANAGER, LLC,
a Delaware limited liability company, its manager
        

By____________________________
Name: Ashish R. Parikh
Title: Manager


HHLP WINTER HAVEN ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP WINTER HAVEN MANAGER, LLC,
a Delaware limited liability company, its manager
        

By____________________________
Name: Ashish R. Parikh
Title: Manager





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        12


HHLP SMITH STREET ASSOCIATES, LLC,
a New York limited liability company

By: HHLP SMITH STREET HOLDING, LLC,
a New York limited liability company, its manager
        
By: HHLP SMITH STREET MANAGING MEMBER, LLC, a New York limited liability company, its manager


By: ________________________________
Name: Ashish R. Parikh
Title: Manager


HHLP KEY WEST ONE ASSOCIATES LLC,
a Delaware limited liability company

By: HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager
        

By: ________________________________
        Name: Ashish R. Parikh
        Title: Manager



HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager
        

By: ________________________________
        Name: Ashish R. Parikh
        Title: Manager




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        13


44 BROOKLINE HOTEL, LLC,
a Delaware limited liability company

By: 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager
        

By: ________________________________
        Name: Ashish R. Parikh
        Title: Manager


44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager


By: ________________________________
        Name: Ashish R. Parikh
        Title: Manager


HHLP MIAMI BEACH ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP MIAMI BEACH MANAGER, LLC, a Delaware limited liability company, its manager
        

By: ________________________________
        Name: Ashish R. Parikh
        Title: Manager


HHLP GEORGETOWN ASSOCIATES, LLC,
a Delaware limited liability company

By: HERSHA GEORGETOWN MANAGER, LLC, a Delaware limited liability company, its manager
        

By: ________________________________
        Name: Ashish R. Parikh
        Title: Manager

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        14


HHLP GEORGETOWN II ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP GEORGETOWN II MANAGER, LLC, a Delaware limited liability company, its manager
        

By: ________________________________
        Name: Ashish R. Parikh
        Title: Manager


HHLP SUNNYVALE TPS ASSOCIATES, LLC,
a Delaware limited liability company

By: HHLP SUNNYVALE TPS MANAGER, LLC, a Delaware limited liability company, its manager
        

By: ________________________________
Name: Ashish R. Parikh
Title: Manager




SEAPORT HOSPITALITY LLC,
a New York limited liability company

By: 320 PEARL STREET, INC., a New York corporation, its managing member 

By: ________________________________
  Name: Ashish R. Parikh
  Title: Vice President


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        15


HHLP San Diego Associates, LLC, a Delaware limited liability company

By: HHLP San Diego Manager, LLC, a Delaware limited liability company, its manager

By: ________________________________
  Name: Ashish R. Parikh
  Title: Manager


Metro JFK Associates, LLC, a New York limited liability company

     By:     
        Name: Ashish R. Parikh
        Title: Manager



5444 Associates, a Pennsylvania limited partnership

By: 44 Duane Street, LLC, a Delaware limited liability company, its General Partner

By:     
        Name: Ashish R. Parikh
        Title: Manager


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        16



HHLP White Plains Associates, LLC, a Delaware limited liability company

            By:     
             Name: Ashish R. Parikh
             Title: Manager

Brisam Management (DE) LLC, a Delaware limited liability company

By: HHLP Brisam 29 Manager, LLC, a Delaware limited liability company, its manager

By: ________________________________
  Name: Ashish R. Parikh
  Title: Manager


HHLP Boston Seaport Associates, LLC, a Delaware limited liability company

By: HHLP Boston Seaport Manager, LLC, a Delaware limited liability company, its manager

By: ________________________________
  Name: Ashish R. Parikh
  Title: Manager


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        17


HHLP Ambrose Associates, LLC, a Delaware limited liability company

By: HHLP Ambrose Manager, LLC, a Delaware limited liability company, its manager

By: ________________________________
  Name: Ashish R. Parikh
  Title: Manager

Exit 88 Hotel, LLC, a Connecticut limited liability company

By: Exit 88 Hotel Manager, LLC, a Delaware limited liability company, its manager

By: ________________________________
  Name: Ashish R. Parikh
  Title: Manager

HHLP Seattle Associates, LLC, a Delaware limited liability company

By: HHLP Seattle Manager, LLC, a Delaware limited liability company, its manager

By: ________________________________
  Name: Ashish R. Parikh
  Title: Manager


Chimes of Freedom, LLC, a Delaware limited liability company

By: Of Freedom I, LLC, a Delaware limited liability company, its managing member

By: HHLP Liberty Associates, LLC, a Delaware          limited liability company, its sole member

By____________________________
Name: Ashish R. Parikh
Title: Manager


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        18


ADMINISTRATIVE AGENT AND INITIAL LENDER:
CITIBANK, N.A.,


By   
        Name:
        Title:


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        19



        WELLS FARGO BANK, N.A., as Initial Lender


        By:       
          Name:
          Title:





        20


        BANK OF AMERICA, N.A., as Initial Lender


        By:       
          Name:
          Title:


        

        21


        BBVA USA, as Initial Lender


        By:       
          Name:
          Title:



        22


        BMO HARRIS BANK N.A., as Initial Lender


        By:       
          Name:
          Title:



        23


        FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Initial Lender


        By:       
          Name:
          Title:



        24


        GOLDMAN SACHS BANK USA, as Initial Lender


        By:       
          Name:
          Title:



        25


        MANUFACTURERS AND TRADERS TRUST COMPANY, as Initial Lender


        By:       
          Name:
          Title:



        26


        RAYMOND JAMES BANK, N.A., as Initial Lender


        By:       
          Name:
          Title:



        27


        TD BANK, N.A., as Initial Lender


        By:       
          Name:
          Title:



        28


        FIRST COMMERCIAL BANK, LTD., NEW YORK BRANCH, as Initial Lender


        By:       
          Name:
          Title:


        29


        WILMINGTON SAVINGS FUND SOCIETY, FSB, as Initial Lender


        By:       
          Name:
          Title:


        30


        THE PROVIDENT BANK, as Initial Lender


        By:       
          Name:
          Title:



        31


        THE HUNTINGTON NATIONAL BANK, as Initial Lender


        By:       
          Name:
          Title:











:

        32


Annex A
AMENDED TERM LOAN AGREEMENT
[See attached.]


Annex A -1


Annex B
RESERVED



Annex B-1


Annex C
FORM OF PLEDGE AGREEMENT
[See attached.]





Annex C-1


Annex D
FORM OF SECURITY AGREEMENT
[See attached.]





Annex D-1


Annex E
FORM OF INTERCREDITOR AGREEMENT
[See attached.]




Annex E-1


Exhibit G
EXHIBIT G TO AMENDED TERM LOAN AGREEMENT
(Form of Security Agreement)
[See attached.]





Exh. G -1


Exhibit H
EXHIBIT H TO AMENDED TERM LOAN AGREEMENT
(Form of Mortgage)
[See attached.]




Exh. H-1


SCHEDULE I
INITIAL GRANTORS
[See attached.]
Asset NameAsset LocationInitial Grantors
The BoxerBoston, MA
HHLP Bulfinch Associates, LLC

HHLP Bulfinch Lessee, LLC
Courtyard BrooklineBrookline, MA
44 Brookline Hotel, LLC

44 Brookline Management, LLC
NU HotelBrooklyn, NY
HHLP Smith Street Associates, LLC

44 Smith Street Lessee, LLC
Holiday Inn Express CambridgeCambridge, MA
44 Cambridge Associates, LLC

HHLP Cambridge Lessee, LLC
Residence Inn Coconut GroveCoconut Grove, FL
HHLP Coconut Grove Associates, LLC

HHLP Coconut Grove Lessee, LLC
Gate JFK Airport HotelJamaica, NY
Risingsam Hospitality LLC

HHLP Conduit Lessee, LLC
Parrot Key ResortKey West, FL
HHLP Key West One Associates, LLC

HHLP Key West One Lessee, LLC
Winter Haven HotelMiami Beach, FL
HHLP Winter Haven Associates, LLC

HHLP Winter Haven Lessee, LLC
Blue Moon HotelMiami Beach, FL
HHLP Blue Moon Associates, LLC

HHLP Blue Moon Lessee, LLC
Hampton Inn PhiladelphiaPhiladelphia, PA
Affordable Hospitality Associates, L.P.

Philly One TRS, LLC
The RittenhousePhiladelphia, PA
HHLP Rittenhouse Associates, LLC

HHLP Rittenhouse Lessee, LLC
Courtyard San DiegoSan Diego, CA
HHLP San Diego Associates, LLC

HHLP San Diego Lessee, LLC
Hampton Inn Washington DCWashington, DC
HHLP DC Convention Center Associates, LLC

HHLP DC Convention Center Lessee, LLC
Sheraton Wilmington SouthWilmington, DE
HHLP Parkside Associates, LLC

HHLP Parkside Lessee, LLC
Cadillac Hotel and Beach Club Miami BeachMiami, FL
HHLP Miami Beach Associates, LLC

HHLP Miami Beach Lessee, LLC
Ritz Carlton GeorgetownWashington, DC
HHLP Georgetown Associates, LLC

HHLP Georgetown Lessee, LLC
Hilton Garden Inn M StreetWashington, DC
HHLP Georgetown II Associates, LLC

HHLP Georgetown II Lessee, LLC
TownePlace Suites SunnyvaleSunnyvale, CA
HHLP Sunnyvale TPS Associates, LLC

HHLP Sunnyvale TPS Lessee, LLC
Hampton Inn Manhattan-Seaport Financial DistrictNew York, NY
Seaport Hospitality, LLC

Seaport TRS, LLC
Hilton Garden Inn JFKJamaica, NY
Metro JFK Associates, LLC

44 Metro, LLC
Duane Street HotelNew York, NY
5444 Associates

44 Duane Street Lessee, LLC

Hyatt House White PlainsWhite Plains, NY
HHLP White Plains Associates, LLC

44 White Plains, LLC
Holiday Inn Express 29th StreetNew York, NY
Brisam Management (DE), LLC

Metro 29th Sublessee, LLC
Envoy HotelBoston, MA
HHLP Boston Seaport Associates, LLC

HHLP Boston Seaport Lessee, LLC
Ambrose HotelSanta Monica, CA
HHLP Ambrose Associates, LLC

HHLP Ambrose Lessee, LLC
Mystic MarriottGroton, CT
Exit 88 Hotel, LLC

HT – Exit 88 Hotel TRS, LLC
Pan Pacific HotelSeattle, WA
HHLP Seattle Associates, LLC

HHLP Seattle Lessee, LLC
Westin PhiladelphiaPhiladelphia, PA
Chimes of Freedom, LLC

HHLP Liberty Lessee, LLC





Sched. I-1


SCHEDULE II
INITIAL MORTGAGED PROPERTIES
PropertyMetropolitan Area
The BoxerBoston, MA
Courtyard BrooklineBrookline, MA
NU HotelBrooklyn, NY
Holiday Inn Express CambridgeCambridge, MA
Residence Inn Coconut GroveCoconut Grove, FL
Parrot Key ResortKey West, FL
Winter Haven HotelMiami Beach, FL
Blue Moon HotelMiami Beach, FL
Hampton Inn PhiladelphiaPhiladelphia, PA
The RittenhousePhiladelphia, PA
Courtyard San DiegoSan Diego, CA
Sheraton Wilmington SouthWilmington, DE
Cadillac Hotel and Beach Club Miami BeachMiami, FL
TownePlace Suites SunnyvaleSunnyvale, CA
Hampton Inn Manhattan-Seaport Financial DistrictNew York, NY
Hilton Garden Inn JFKJamaica, NY
Duane Street HotelNew York, NY
Hyatt House White PlainsWhite Plains, NY
Holiday Inn Express 29th Street
New York, NY
Envoy HotelBoston, MA
Ambrose HotelSanta Monica, CA
Mystic MarriottGroton, CT
Pan Pacific HotelSeattle, WA
The Westin PhiladelphiaPhiladelphia, PA


Sched. II -1


SCHEDULE III

EXISTING CAPITAL PROJECTS

Sched. II -2
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Section 5: EX-99.1 (EX-99.1)

Document
HERSHA HOSPITALITY TRUST
510 Walnut Street | 9th Floor
Philadelphia | PA | 19106
p. 215.238.1046 | f. 215.238.0157
hersha.com
For Immediate Release

Hersha Hospitality Trust Provides Additional Update on Portfolio Related to COVID-19
- Amends Bank Credit Facility to Access $100 Million –
- Obtains Full Covenant Waiver through March 31, 2021 -

Philadelphia, PA, April 6, 2020 -- Hersha Hospitality Trust (NYSE: HT) (“Hersha” or the “Company”), owner of high-quality upscale and lifestyle hotels in urban gateway markets and resort destinations, today announced additional actions taken to mitigate COVID-19’s impact on the Company and its operations. At our portfolio hotels these above-property and on-property measures include but are not limited to:

Amending the existing Bank Credit Facility and Borrowing Base of Assets to access an additional $100 million on the Company’s $250 million Senior Revolving Line of Credit
Successfully amending our Bank Credit Facility to obtain waivers on all financial covenants through March 31, 2021 yielding additional operational and financial flexibility
No changes to the interest rate on the amended credit facility
Corporate level cost containment resulting in more than 25% savings in SG&A expenses
Working closely with our hotel operating partners to significantly reduce operating expenses over the immediate period through on-site expense cuts
Implementing asset management initiatives at all properties to eliminate contract services, vendor and outsource contracts, utility usage, and purchasing expenses resulting in near-term and long-term cash savings
Where feasible, seeking alternative sources of hotel revenue through government agencies, law enforcement and military personnel, emergency first responders and medical personnel, and universities
Exploring the potential to recoup losses through insurance claims
Submitting loan applications for each portfolio hotel for grants and low-cost unsecured financing from the Paycheck Protection Program under the recently passed CARES Act

“We appreciate the continued support from our bank group during a time with no adequate comparison. The funds from our line of credit will provide the necessary support to meet the ongoing operational needs of our hotels into next year under a severely disrupted scenario. Additionally, the 12-month covenant holiday allows for the operational and financial flexibility that is critical during this uncertain time and reflects an acknowledgement of the inherent value of our high-quality hotel portfolio. In further efforts to enhance our liquidity profile, we are working on mutually agreed upon extensions with the buyers of the previously announced sales agreements. We have hard deposits on these transactions and anticipate these sales to close by the end of the third quarter,” stated Mr. Jay H. Shah, Hersha’s Chief Executive Officer.

Hersha Hospitality Trust has suspended operations at 19 of the Company’s 48 hotels. The 29 hotels that remain open are now operating with minimal staff onsite, resulting in a reduction of on-property labor approximating 80%.



Mr. Shah continued, “Since our last business update just a few weeks ago, we took a holistic look at each hotel in the portfolio, their pressure-tested expense run rate, and near-term opportunities for revenue generation. Following our property-by-property analysis, we determined it was in the Company’s best interest to shrink or suspend operations at most of our hotels. Through our unique relationship with our management companies, we are able to operate the remaining hotels efficiently with a skeleton staff, vastly reducing operating expenses while also capturing unique revenue opportunities in support of the emergency efforts of medical institutions and responding agencies in an otherwise low demand period. Our responsive on-property teams have quickly altered operations based on each hotel’s individual needs, which has led to real-time cost savings. Approximately 60% of our portfolio mix is comprised of select-service assets, which will be able to re-open more quickly and efficiently. We will continue to closely monitor this situation to ensure that we are best positioned to close or re-open hotels in real-time with shifting demand trends. Although this international crisis is unique in its depth and pervasiveness and we expect a challenging path forward, our team has navigated across three previous cycles and we will continue to take the measures necessary to contain costs and maintain liquidity as we face down the COVID-19 threat and the ensuing economic contraction already underway.”

Citigroup Global Markets Inc. and Wells Fargo Securities, LLC act as Joint Lead Arrangers and Joint Bookrunners on the Company’s Bank Credit Facility. Citibank, N.A. is the Administrative Agent and Wells Fargo Bank, N.A. is the Syndication Agent. Moelis & Company, LLC acted as an advisor to the Company on the Bank Credit Facility restructure and amendment.
***

Hersha Hospitality Trust (HT) is a self-advised real estate investment trust in the hospitality sector, which owns and operates high quality upscale, luxury and lifestyle hotels in urban gateway markets and resort destinations. The Company's 48 hotels totaling 7,644 rooms are located in New York, Washington, DC, Boston, Philadelphia, South Florida and select markets on the West Coast. The Company's common shares are traded on The New York Stock Exchange under the ticker “HT”. For more information on the Company, and the Company’s hotel portfolio, please visit the Company's website at www.hersha.com

Forward Looking Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those reflected in the forward-looking statement. Examples of forward-looking statements include, among others: expectations of the Company’s future economic performance, savings due to cost-cutting measures and the sufficiency of cash to meet operational needs. For a description of these factors, please review the information under the heading “Risk Factors” included in Hersha Hospitality Trust’s filings with the U.S. Securities and Exchange Commission Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent reports filed by the Company with the Securities and Exchange Commission from time to time.

Contact: Ashish Parikh, Chief Financial Office
Greg Costa, Manager of Investor Relations & Finance
Phone: (215) 238-1046
2
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