Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have: (i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times; (ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice; (iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding; (v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents; (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower; (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and (viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 7 contracts
Samples: Loan Agreement (Hines Global REIT, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (Thomas Properties Group Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i1) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii2) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii3) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv4) the rightright on the terms set forth herein, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v5) the rightright on the terms set forth herein, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence and during the continuance of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi6) the rightright on the terms set forth herein, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii7) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) 8) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section 10.22 are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 4 contracts
Samples: Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property Collateral so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s and Owner’s payments of management, consulting, director or similar fees to Affiliates of Borrower or Owner from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of BorrowerBorrower or Owner;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower or Owner of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 4 contracts
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult on a regular basis (no less frequently than quarterly) with and advise Borrower’s 's management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with , and, provided, further, that Lender having shall have the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivb) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to future property transactions, refinancing of any acquisition financings, and unsecured debt unless the Property so long as any portion of the Debt remains outstandingLoan has been paid in full;
(vc) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s 's payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents(or their personnel);
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viid) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyPremises);
(e) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of an Event of Default, to vote the owners' interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(viiif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted TransferTransfer which does not require Lender's consent. The rights described above contained in this Section 2.28 may be exercised directly or indirectly by any Person that which owns or Controls, directly or indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy Lender or the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101Loan.
Appears in 4 contracts
Samples: Loan and Security Agreement (CNL Hotels & Resorts, Inc.), Loan and Security Agreement (CNL Hotels & Resorts, Inc.), Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult on a regular basis (no less frequently than quarterly) with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with , and, provided, further, that Lender having shall have the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivb) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to future property transactions, refinancing of any acquisition financings, and unsecured debt unless the Property so long Loan has been paid in full or as any portion of the Debt remains outstandingotherwise permitted hereunder;
(vc) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, management consulting, director or similar fees to Affiliates affiliates of Borrower from (or their personnel) other than management fees due pursuant to the RentsManagement Agreement which will continue to be paid as long as Manager is managing the Premises and is not in default pursuant to its Management Agreement;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viid) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyPremises);
(e) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of an Event of Default, to vote the owners’ interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(viiif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted permitted Transfer. The rights described above contained in this Section 2.28 may be exercised directly or indirectly by any Person that which owns or Controls, directly or indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 3 contracts
Samples: Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reportsreports of Borrower, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights in accordance with the terms of Lender under this Agreement (including any similar right)Agreement, to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right in accordance with the terms of Lender under this Agreement or the other Loan Documents (including any similar right)Agreement, to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights in accordance with the terms of Lender under this Agreement (including any similar rightduring the continuance of a Cash Management Period), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and;
(viii) the right, without restricting any other rights in accordance with the terms of Lender under this Agreement (including any similar right)Agreement, to restrict the transfer of interests in Borrower held by its memberspartners, and the right to restrict the transfer of interests in such memberpartners, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 3 contracts
Samples: Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult on a regular basis (no less frequently than quarterly) with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with , and, provided, further, that Lender having shall have the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivb) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to future property transactions, refinancing of any acquisition financings, and unsecured debt unless the Property so long as any Loan has been paid in full or such transactions, financings or debt are incurred in connection with a portion of the Debt remains outstandingProperty which was the subject a release pursuant to Section 2.11 hereof;
(vc) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents(or their personnel);
(vid) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of BorrowerIntentionally Omitted;
(viie) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyPremises);
(f) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of an Event of Default, to vote the owners’ interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted TransferTransfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner or Senior Mez Borrower). The rights described above contained in this Section 2.28 may be exercised directly or indirectly by any Person that which owns or Controls, directly or indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy Lender or the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101Loan.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult on a regular basis (no less frequently than quarterly) with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with , and, provided, further, that Lender having shall have the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivb) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to future property transactions, refinancing of any acquisition financings, and unsecured debt unless the Property so long Loan has been paid in full or as any portion of the Debt remains outstandingotherwise permitted hereunder;
(vc) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, management consulting, director or similar fees to Affiliates of Borrower from (or their personnel) other than management fees due pursuant to the RentsManagement Agreement which will continue to be paid as long as Manager is managing the Premises and is not in default pursuant to its Management Agreement;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viid) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyPremises);
(e) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of an Event of Default, to vote the owners’ interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(viiif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted permitted Transfer. The rights described above contained in this Section 2.28 may be exercised directly or indirectly by any Person that which owns or Controls, directly or indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy Lender or the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101Loan.
Appears in 2 contracts
Samples: Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings (which may be held by teleconference) should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable timestimes upon reasonable notice;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 2 contracts
Samples: Loan Agreement (Behringer Harvard Reit I Inc), Loan Agreement (Behringer Harvard Reit I Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult on a regular basis (no less frequently than quarterly) with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with , and, provided, further, that Lender having shall have the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivb) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to future property transactions, refinancing of any acquisition financings, and unsecured debt unless the Property so long as any Loan has been paid in full or such transactions, financings or debt are incurred in connection with a portion of the Debt remains outstandingProperty which was the subject a release pursuant to Section 2.11 hereof;
(vc) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents(or their personnel);
(vid) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of BorrowerIntentionally Omitted;
(viie) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyPremises);
(f) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of an Event of Default, to vote the owners’ interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted TransferTransfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner). The rights described above contained in this Section 2.28 may be exercised directly or indirectly by any Person that which owns or Controls, directly or indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy Lender or the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101Loan.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult on a regular basis (no less frequently than quarterly) with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with , and, provided, further, that Lender having shall have the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivb) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to future property transactions, refinancing of any acquisition financings, and unsecured debt unless the Property so long as any Loan has been paid in full or such transactions, financings or debt are incurred in connection with a portion of the Debt remains outstandingProperty which was the subject a release pursuant to Section 2.11 hereof;
(vc) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents(or their personnel);
(vid) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of BorrowerIntentionally Omitted;
(viie) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyPremises);
(f) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of an Event of Default, to vote the owners’ interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted TransferTransfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner, Intermediate Mez Borrower or Senior Mez Borrower). The rights described above contained in this Section 2.28 may be exercised directly or indirectly by any Person that which owns or Controls, directly or indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy Lender or the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101Loan.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this AgreementAgreement to the contrary, but subject to the provisions of Section 9.4 hereof, Lender shall have:
(ia) the right to routinely consult with and advise Borrower’s 's management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur occur, at Lender's request, on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iiic) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s 's equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viid) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyProperties);
(e) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain Events of Default, to vote the owners' interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(viiif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of to voting interests in Borrower held by its members, and an the right to restrict the transfer of interests in such member, except for any transfer Transfer that is a Permitted Transferpermitted transfer. The After prior written notice to Borrower, the rights described above may be exercised by any entity which owns and controls, directly or indirectly by any Person that owns indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 2 contracts
Samples: Junior Mezzanine Loan Agreement (Felcor Lodging Trust Inc), Mezzanine Loan Agreement (Felcor Lodging Trust Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iiic) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s shareholders’ equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(ve) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyProperty ); and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., C.F.R. Section 2510.3-101.
Appears in 1 contract
Samples: Loan Agreement (OVERSTOCK.COM, Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult on a regular basis (no less frequently than quarterly) with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with , and, provided, further, that Lender having shall have the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivb) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to future property transactions, refinancing of any acquisition financings, and unsecured debt (except in accordance with the Property so long as any portion terms of this Agreement) unless the Debt remains outstandingLoan has been paid in full;
(vc) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents(or their personnel);
(vid) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating expenditures and/or capital expenditures of Borrower that (i) vary by more than 15% from the expenses set forth in the related approved operating budget and/or approved capital plan for the immediately preceding fiscal year or (ii) when added to all prior operating and capital expenditures for the year, exceed 15% of aggregate budgeted operating and capital expenditures set forth in the related approved operating budget of Borrowerand/or approved capital plan for the immediately preceding fiscal year;
(viie) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyPremises);
(f) the right, without restricting any other rights of Lender under this Agreement (including any similar right), during the continuance of an Event of Default, to vote the owners’ interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transferpermitted Transfer which does not require Lender’s consent. The rights described above contained in this Section 2.28 may be exercised directly or indirectly by any Person that which owns or Controls, directly or indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy Lender or the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101Loan.
Appears in 1 contract
Samples: Loan and Security Agreement (KBS Real Estate Investment Trust, Inc.)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender and subject to Borrower’s reasonable restriction on the use and disclosure of such information and the Borrower’s right to limit such disclosure to comply with applicable securities laws or its fiduciary duties, Lenders collectively shall have:
(ia) upon not less than fifteen (15) Business Days’ prior written notice to Borrower, the right to routinely request and to hold a meeting at Borrower’s office no more than one (1) time in total, during any calendar year, at a mutually agreeable time, to consult with an officer of Borrower that is familiar with the financial condition of each Borrower’s management , each other Loan Party and each Mortgage Loan Party and the operation of the Individual Properties and the Collateral regarding the such significant business activities and business and financial developments of Borrower, each other Loan Party and each Mortgage Loan Party as are specified by Lender in writing in the request for such meeting; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur ; and provided further that Borrower shall consider in good faith any recommendations of the Lender in connection with the matters on a regular basis (no less frequently than quarterly) which it is conducted, recognizing that the ultimate decision with Lender having the right respect to call special meetings at any reasonable times;all such matters shall be retained by Borrower; and
(iib) the right, upon not less than fifteen (15) Business Days prior written notice to Borrower in accordance with the terms of Section 5.1 of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) Borrower, the right, in accordance with the terms of this Agreement, to receive monthly, quarterly Mortgage Loan Parties and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents Parties at any reasonable times upon reasonable notice no more than one (including 1) time total during any similar right)calendar year, provided that any such examination shall be conducted so as not to restrict, upon unreasonably interfere with the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget business of Borrower;
(vii) , the rightother Loan Parties, without restricting the Mortgage Loan Parties or guests or any Tenants or other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower occupants of any other significant property (other than personal property required for the day to day operation of the Individual Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above in this Section 10.25 may be exercised directly or indirectly by Lender on behalf of any Person that owns substantially all of the ownership interests in which Controls Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s 's management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s 's equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s 's payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “"plan assets” " regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Samples: Loan Agreement (First Union Real Estate Equity & Mortgage Investments)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i1) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii2) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii3) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv4) the rightright on the terms set forth herein, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property Collateral so long as any portion of the Debt remains outstanding;
(v5) the rightright on the terms set forth herein, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence and during the continuance of an Event of Default, Borrower’s, Senior Mezzanine Loan Borrower’s and Owner’s payments of management, consulting, director or similar fees to Affiliates of Borrower, Senior Mezzanine Loan Borrower or Owner from the Rents;
(vi6) the rightright on the terms set forth herein, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower, Senior Mezzanine Loan Borrower or Owner;
(vii7) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower, Senior Mezzanine Loan Borrower or Owner of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) 8) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section 10.22 are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Maguire Properties Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i1) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii2) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii3) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv4) the rightright on the terms set forth herein, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property Collateral so long as any portion of the Debt remains outstanding;
(v5) the rightright on the terms set forth herein, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence and during the continuance of an Event of Default, Borrower’s and Owner’s payments of management, consulting, director or similar fees to Affiliates of Borrower or Owner from the Rents;
(vi6) the rightright on the terms set forth herein, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of BorrowerBorrower or Owner;
(vii7) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower or Owner of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) 8) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section 10.22 are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Samples: Senior Mezzanine Loan Agreement (Maguire Properties Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); andand Table of Contents
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i1) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii2) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii3) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv4) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v5) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi6) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii7) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) 8) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything to To the contrary which may be contained extent expressly permitted by this Agreement and in accordance with the terms of this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, right to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, right to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iiic) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to the Property so long as future property transactions, refinancing of any portion of the Debt remains outstandingacquisition financings, and unsecured debt;
(ve) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an a material Event of Default, Borrower’s payments of management, management consulting, director or similar fees to Affiliates affiliates of Borrower from the Rents(or their personnel);
(vif) the right, without restricting any other rights to the extent of Lender Lender’s right under Section 9.11(a)(v) under this Agreement (including any similar right)Agreement, to approve any operating budget and/or capital expenditures of Borrower that (i) vary by more than fifteen percent (15%) from the expenses set forth in the related approved operating budget and/or approved capital plan for the immediately preceding fiscal year or (ii) when added to all prior operating and capital expenditures for the year, exceed fifteen percent (15%) of Borroweraggregate budgeted operating and capital expenditures set forth in the related approved operating budget and/or approved capital plan for the immediately preceding fiscal year;
(viig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day-to-day operation of the Property); and;
(viiih) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to restrict vote the transfer of owners’ interests in Borrower held by its memberspursuant to irrevocable proxies granted, and at the right to restrict the transfer request of interests Lender in such member, except advance for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.purpose;
(i) Intentionally Deleted; and
Appears in 1 contract
Samples: Mezzanine Loan Agreement (CNL Hotels & Resorts, Inc.)
Certain Additional Rights of Lender. Notwithstanding anything As and to the contrary which may be contained extent set forth in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s and Operating Tenant’s management regarding the significant business activities and business and financial developments of BorrowerBorrower and Operating Tenant, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less more frequently than quarterly) with Lender having the right to call special meetings at any reasonable timestimes and upon reasonable advance written notice;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Operating Tenant at any reasonable time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights in accordance with the terms of Lender under this Agreement (including any similar right)Agreement, to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s and Operating Tenant’s payments of management, consulting, director or similar fees to Affiliates of Borrower or Operating Tenant from the RentsRents in accordance with the subordination of the comfort letter agreement delivered by Manager;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), right to approve any operating budget and/or capital budget of BorrowerBorrower and Operating Tenant, in accordance with the terms of this Agreement;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), right to approve any acquisition by Borrower or Operating Tenant of any other significant property (other than personal property or other assets required for the day to day management and operation of the Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), right to restrict the transfer of interests in Borrower and Operating Tenant held by its their members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Samples: Loan Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s 's management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s 's equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property Properties so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s 's payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything Subject to the contrary which may be contained in last sentence of this AgreementSection 10.25, Lender shall have:
(ia) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iiic) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s shareholders’ equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(ve) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101. For the avoidance of doubt, in no event shall any of the rights of Lender set forth in this Section 10.25 expand any rights of Lender provided in any other provision of this Loan Agreement or in any of the other Loan Documents.
Appears in 1 contract
Certain Additional Rights of Lender. (VCOC). Notwithstanding anything to the contrary which may be contained in this AgreementAgreement to the contrary, so long as the Loan is outstanding, Lender shall have:
(ia) the right to routinely designate any party to receive payment of all fees, costs and expenses otherwise payable to Lender under this Agreement or the other Loan Documents;
(b) the right to consult with and advise Borrower’s 's management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivc) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to the Property so long as future property transactions, refinancing of any portion of the Debt remains outstandingacquisition financings, and unsecured debt;
(vd) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s 's payments of management, consulting, director management consulting or similar fees to Affiliates affiliates of Borrower from (or their personnel), other than in accordance with the Rentsexpress terms of the Management Agreement;
(vie) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget expenditures of BorrowerBorrower that (i) vary by more than 15% from the expenses set forth in the related approved Annual Budget and/or approved capital plan for the immediately preceding fiscal year or (ii) when added to all prior operating and capital expenditures for the year, exceed 15% of aggregate budgeted operating and capital expenditures set forth in the related approved Annual Budget and/or approved capital plan for the immediately preceding fiscal year;
(viif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), upon the occurrence and during the continuance of an Event of Default, to approve any acquisition by vote the owners' interests in Borrower pursuant to irrevocable proxies granted, at the request of any other significant property (other than personal property required Borrower in advance for the day to day operation of the Property)this purpose; and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of to voting interests in Borrower held by its membersmembers or partners (as the case may be), and the right to restrict the transfer of interests in such membermember or partner (as the case may be), except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101expressly permitted hereunder.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of BorrowerBorrower or Owner, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower or Owner at any time upon reasonable notice;
(iiic) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s shareholders’ equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property Collateral so long as any portion of the Debt remains outstanding;
(ve) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s or Owner’s payments of management, consulting, director or similar fees to Affiliates of Borrower or Owner from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower or Owner of any other significant property (other than personal property required for the day to day operation of the PropertyProperty or the Collateral); and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this AgreementArticle 6 hereof, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights in accordance with the terms of Lender under this Agreement (including any similar right)Agreement, to restrict financing to be obtained with respect to the Property Collateral so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right in accordance with the terms of Lender under this Agreement or and the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s and Owner’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rentsor Owner;
(vi) the right, without restricting any other rights of Lender under this Agreement in accordance with Article 6 hereof (including any similar right), to approve any operating budget and/or capital budget of BorrowerBorrower or Owner;
(vii) in accordance with the right, without restricting any other rights terms of Lender under this Agreement (including any similar right)Agreement, to approve any acquisition by Borrower or Owner of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights in accordance with the terms of Lender under this Agreement (including any similar right)Agreement, to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all who has the authority to act of the ownership interests in behalf of Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. (a) Notwithstanding anything to the contrary which may be contained in this Agreementherein, for so long as the Loan is outstanding, Lender shall have:
(i) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, including but not limited to (A) annual operating and capital budgets, (B) insurance, (C) material leases and lease forms, (D) property manager and leasing agents, amendment or modifications to any agreements with them and termination of agreements with them, (E) changes in business and (F) amendment and modification of its organizational documents in violation of this Agreement; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to visit and inspect any of the properties of Borrower and its subsidiaries and examine (and request copies of) the books and records of Borrower relating to the Property at any time upon reasonable noticenotice and to request monthly rent rolls, leasing schedules and reports, operating statements and other leasing information;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, together with an auditor’s report, and to receive any reports or statements required to be filed with the SEC;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with respect to future property transactions, refinancing of any acquisition financings, and unsecured debt other than unsecured debt obtained in the Property so long as any portion ordinary course of business in accordance with the Debt remains outstandingterms hereof;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, management consulting, director or similar fees to Affiliates of Borrower from the Rents(or their personnel);
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day-to-day operation of the PropertyProperties);
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain Events of Default, to vote the owners’ interests in Borrower pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower held by its members, and the right to restrict the transfer of interests in such membermembers, except for any transfer Transfer that is expressly permitted pursuant to Section 5.2.10 hereof.
(b) In addition to the foregoing, Borrower agrees that, upon the request of Lender, Borrower shall deliver a Permitted Transfer. “VCOC Letter” in form and substance substantially similar to the letter attached hereto as Exhibit A to any future participant or other interest holder in the Loan, and hereby grants to any such future participant or other interest holder in the Loan the rights set forth under this Section 9.5; provided, however, that all such participants and other interest holders use commercially reasonable efforts to coordinate the exercise of such rights.
(c) The rights described above may be exercised by any entity which owns and controls, directly or indirectly by any Person that owns indirectly, substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (CNL Healthcare Trust, Inc.)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(ia) the right to routinely consult with Borrower’s Borrowers' management regarding the significant business activities and business and financial developments of BorrowerBorrowers, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(iib) the right, in accordance with the terms of this Agreement, to examine the books and records of each Borrower at any time upon reasonable notice;
(iiic) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s shareholders' equity and cash flow, a management report and schedules of outstanding indebtedness;
(ivd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property Properties so long as any portion of the Debt remains outstanding;
(ve) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s Borrowers' payments of management, consulting, director or similar fees to Affiliates of Borrower Borrowers from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by any Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyProperty owned by such Borrower); and
(viiig) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in any Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “"plan assets” " regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Samples: Loan Agreement (Parking REIT, Inc.)
Certain Additional Rights of Lender. (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
: (ia) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, ; provided, however, that such consultations shall not include discussions of {12282340:5} 133 environmental compliance programs or disposal of hazardous substancesHazardous Substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender Xxxxxx having the right to call special meetings at any reasonable times;
times upon reasonable notice; (iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time reasonable times upon reasonable notice;
; (iiic) the right, in accordance with the terms of this Agreement, Agreement to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
; (ivd) the rightright to receive written notice of and attend as an observer meetings of Xxxxxxxx; (e) upon reasonable request and at reasonable times during normal business hours, without restricting the right to visit and inspect any other rights of Lender under this Agreement physical properties owned by Borrower and pledged as collateral for the Loan; and (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(viif) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above in this Section 15.21 may be exercised by any entity which owns and controls, directly or indirectly by any Person that owns indirectly, substantially all of the ownership interests in Lender. Borrower hereby represents to Lender, as of the date hereof, that (i) at least fifty percent (50%) of Borrower’s assets, valued at cost (other than short-term investments pending long-term commitment or distribution to investors), are invested, directly or indirectly, in real estate, and (ii) Borrower has the right to, and actually does on a continuous basis, regularly and substantially participate directly in management and/or development activities with respect to such real estate. If any part of the foregoing sentence ceases to be true and correct in any respect after the date hereof, Borrower will promptly notify Lender of such change. The provisions of this Section aforementioned rights are intended to satisfy the requirement of “management rights rights” for purposes of qualifying the Loan as a “venture capital investment” for purposes of the Department of Labor DOL “plan assets” regulation regulation, 29 C.F.R., Section C.F.R. § 2510.3-101., and in the event such rights are not satisfactory for such purpose, Borrower and Lender shall reasonably cooperate in good faith to agree upon mutually satisfactory management rights which satisfy such regulations. The rights described herein shall apply and continue for so long as Lender continues to own any interest in the Loan, which shall be deemed to be so owned and to remain outstanding notwithstanding any conversion, exercise or exchange of such Loan for securities (“Derivative Securities”). The rights described herein shall terminate and be of no further force or effect as of the date upon which Lender ceases to maintain any interest in the Loan or any Derivative Securities.
Section 16.1 Cross-Default and Cross-Collateralization of Property. Borrower acknowledges that Xxxxxx has made the Loan to Borrower upon the security of its collective interest in the Property and in reliance upon the aggregate of the Individual Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under the Security Instruments; (iii) the Security Instruments shall constitute security for the Note as if a single blanket lien were placed on all of the Individual Properties as security for the Note; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto.
Appears in 1 contract
Samples: Junior Loan Agreement (Silver Star Properties Reit, Inc)
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times, upon reasonable prior notice;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, in accordance with the terms of this Agreement and without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, in accordance with the terms of this Agreement and without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, in accordance with the terms of this Agreement and without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, in accordance with the terms of this Agreement and without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such membera Prohibited Transfer, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this AgreementArticle 6 hereof, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights in accordance with the terms of Lender under this Agreement (including any similar right)Agreement, to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right in accordance with the terms of Lender under this Agreement or and the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the RentsBorrower;
(vi) the right, without restricting any other rights of Lender under this Agreement in accordance with Article 6 hereof (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) in accordance with the right, without restricting any other rights terms of Lender under this Agreement (including any similar right)Agreement, to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights in accordance with the terms of Lender under this Agreement (including any similar right)Agreement, to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all who has the authority to act on behalf of the ownership interests in Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s Borrowers’ management regarding the significant business activities and business and financial developments of BorrowerBorrowers, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower Borrowers at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report flow and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property Properties so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s Borrowers’ payments of management, consulting, director or similar management fees to Affiliates of Borrower Borrowers from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any operating budget and/or capital budget of BorrowerBorrowers;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by any Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyProperties); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in any Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section 10.26 are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101.
Appears in 1 contract
Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
