Common use of Fundamental Changes; Dispositions Clause in Contracts

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition or, in the case of any Subsidiary of the Borrower, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, unless: (a) no Default has occurred and is continuing immediately before and after such transaction; (b) immediately after giving effect thereto, the Companies shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11; (c) the representations and warranties of the Borrower and each other Company contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof and immediately after giving effect thereto, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 7.04, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (d) in the event of any Disposition of an Unencumbered Property for which a Direct Owner or an Indirect Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied; provided, that, neither the Borrower nor CIM Urban Partners, L.P. may merge, dissolve or liquidate or consolidate with or into any other Person.

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition or, in the case of any Subsidiary of the Borrower, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, unless: (a) no Default has occurred and is continuing immediately before and after such transaction; (b) immediately after giving effect thereto, the Companies shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11; (c) the representations and warranties of the Borrower and each other Company contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof and immediately after giving effect thereto, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 7.04, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (d) in the event of any Disposition of an Unencumbered Property for which a Direct Owner or an Indirect Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b11.19(a) or (c), as applicable, shall be satisfied; provided, that, neither the Borrower nor CIM Urban Partners, L.P. may merge, dissolve or liquidate or consolidate with or into any other Person.

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition or, in the case of any Subsidiary of the Borrowera Loan Party, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, unless: (a) no Default has occurred and is continuing immediately before and after such transaction; (b) immediately after giving effect thereto, the Combined Companies shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11; (c) the representations and warranties of the Borrower and each other Combined Company contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof and immediately after giving effect thereto, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 7.04, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (d) in the event of any Disposition of an a Qualified Unencumbered Property for which a Direct Owner or an Indirect Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b‎10.19(a) or (c), as applicable, shall be satisfied; provided, that, neither , (A) the Borrower nor CIM Urban Partnersmay merge with any third party; provided that immediately following such merger, L.P. the Borrower shall be the continuing or surviving Person (B) any Subsidiary Guarantor may mergemerge with (i) the Borrower, dissolve provided that the Borrower shall be the continuing or liquidate surviving Person or consolidate (ii) any one or more of the other Subsidiary Guarantors; (C) any Subsidiary Guarantor may merge with any third party; provided that (i) such merger is part of one or into more transactions constituting an Investment permitted in accordance with the terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor; and (D) any Subsidiary Guarantor may merge with any other PersonPerson if (i) such merger is for the sole purpose of causing a change in the jurisdiction of organization of such Subsidiary Guarantor, (ii) the percentage share of the Borrower’s and CCPT V’s ownership, either directly or indirectly, of the Equity Interests of such Subsidiary Guarantor, in the aggregate, is not changed, (iii) the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or other Indebtedness or any material Contractual Obligations of any type and (iv) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor. For the avoidance of doubt, if, as a result of any Disposition, any Project included in the pool of Qualified Unencumbered Properties hereunder no longer meets the definition of a “Qualified Unencumbered Property” or otherwise fails to satisfy the requirements for inclusion in the pool of Qualified Unencumbered Properties set forth herein, such Project will immediately upon such Disposition cease to be included in the pool of Qualified Unencumbered Properties.

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition or, in the case of any Subsidiary of the BorrowerREIT, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, unless: (a) no Event of Default has occurred and is continuing immediately before and after such transaction; (b) immediately after upon giving effect thereto, the Companies REIT and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11; (c) the representations and warranties of the Borrower and each other Company contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof and immediately after giving effect thereto, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 7.047.05, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (d) in the event of any Disposition of an Unencumbered Eligible Property for which a Direct Owner or an Indirect Owner is a Subsidiary Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied; provided. Notwithstanding anything to the contrary contained herein, that, neither in no event shall the Borrower nor CIM Urban Partners, L.P. may be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other PersonPerson unless after giving effect thereto the Borrower is the sole surviving Person of such transaction and no Change of Control results therefrom or (ii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the United States or the District of Columbia.

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition or, in the case of any Subsidiary of the Borrowera Loan Party, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, unless: (a) no Default has occurred and is continuing immediately before and after such transaction; (b) immediately after giving effect thereto, the Combined Companies shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11; (c) the representations and warranties of the Borrower and each other Combined Company contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof and immediately after giving effect thereto, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 7.04, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (d) in the event of any Disposition of an a Qualified Unencumbered Property for which a Direct Owner or an Indirect Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b10.19(a) or (c), as applicable, shall be satisfied; provided, that, neither , (A) the Borrower nor CIM Urban Partnersmay merge with any third party; provided that immediately following such merger, L.P. the Borrower shall be the continuing or surviving Person; (B) any Subsidiary Guarantor may mergemerge with (i) the Borrower, dissolve provided that the Borrower shall be the continuing or liquidate surviving Person or consolidate (ii) any one or more of the other Subsidiary Guarantors; (C) any Subsidiary Guarantor may merge with any third party; provided that (i) such merger is part of one or into more transactions constituting an Investment permitted in accordance with the terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor; and (D) any Subsidiary Guarantor may merge with any other PersonPerson if (i) such merger is for the sole purpose of causing a change in the jurisdiction of organization of such Subsidiary Guarantor, (ii) the percentage share of the Borrower’s and CCPT V’sParent’s ownership, either directly or indirectly, of the Equity Interests of such Subsidiary Guarantor, in the aggregate, is not changed, (iii) the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or other Indebtedness or any material Contractual Obligations of any type and (iv) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor. For the avoidance of doubt, if, as a result of any Disposition, any Project included in the pool of Qualified Unencumbered Properties hereunder no longer meets the definition of a “Qualified Unencumbered Property” or otherwise fails to satisfy the requirements for inclusion in the pool of Qualified Unencumbered Properties set forth herein, such Project will immediately upon such Disposition cease to be included in the pool of Qualified Unencumbered Properties.

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition or, in the case of any Subsidiary of the Borrowera Loan Party, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, unless: (a) no Default has occurred and is continuing immediately before and after such transaction; (b) immediately after giving effect thereto, the Combined Companies shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11; (c) the representations and warranties of the Borrower and each other Combined Company contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof and immediately after giving effect thereto, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 7.04, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (d) in the event of any Disposition of an a Qualified Unencumbered Property for which a Direct Owner or an Indirect Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect OwnerProperty, the provisions of Section 11.19(b10.19(a) shall be satisfied; provided that, (A) the Borrower may merge with any third party; provided that immediately following such merger, the Borrower shall be the continuing or surviving Person; (B) any Subsidiary Guarantor may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or (c)ii) any one or more of the other Subsidiary Guarantors; (C) any Subsidiary Guarantor may merge with any third party; provided that (i) such merger is part of one or more transactions constituting an Investment permitted in accordance with the terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, shall be satisfieda Subsidiary Guarantor; (D) any Subsidiary Guarantor may merge with any other Person if (i) such merger is for the sole purpose of causing a change in the jurisdiction of organization of such Subsidiary Guarantor, (ii) the percentage share of the Borrower’s and CMFT’s ownership, either directly or indirectly, of the Equity Interests of such Subsidiary Guarantor, in the aggregate, is not changed, (iii) the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or other Indebtedness or any material Contractual Obligations of any type and (iv) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor; providedand (E) any Parent Guarantor may merge with any other Parent Guarantor; provided that immediately following such merger, that, neither each Person that directly owns Equity Interests of the Borrower nor CIM Urban Partnersshall remain or become, L.P. may mergeas applicable, dissolve an Assignor and shall comply with the obligations set forth in the Collateral Assignment Agreement and the other further assurances obligations set forth in the Loan Documents. For the avoidance of doubt, if, as a result of any Disposition, any Project included in the pool of Qualified Unencumbered Properties hereunder no longer meets the definition of a “Qualified Unencumbered Property” or liquidate or consolidate with or into any other Personotherwise fails to satisfy the requirements for inclusion in the pool of Qualified Unencumbered Properties set forth herein, such Project will immediately upon such Disposition cease to be included in the pool of Qualified Unencumbered Properties.

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition or, in the case of any Subsidiary of the Borrowera Loan Party, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, unless: (a) no Default has occurred and is continuing immediately before and after such transaction; (b) immediately after giving effect thereto, the Combined Companies shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11; (c) the representations and warranties of the Borrower and each other Combined Company contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof and immediately after giving effect thereto, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 7.04, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (d) in the event of any Disposition of an a Qualified Unencumbered Property for which a Direct Owner or an Indirect Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b‎10.19(a) or (c), as applicable, shall be satisfied; provided, that, neither , (A) the Borrower nor CIM Urban Partnersmay merge with any third party; provided that immediately following such merger, L.P. the Borrower shall be the continuing or surviving Person (B) any Subsidiary Guarantor may mergemerge with (i) the Borrower, dissolve provided that the Borrower shall be the continuing or liquidate surviving Person or consolidate (ii) any one or more of the other Subsidiary Guarantors; (C) any Subsidiary Guarantor may merge with any third party; provided that (i) such merger is part of one or into more transactions constituting an Investment permitted in accordance with the terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor; and (D) any Subsidiary Guarantor may merge with any other PersonPerson if (i) such merger is for the sole purpose of causing a change in the jurisdiction of organization of such Subsidiary Guarantor, (ii) the percentage share of the Borrower’s and CCIT II’s ownership, either directly or indirectly, of the Equity Interests of such Subsidiary Guarantor, in the aggregate, is not changed, (iii) the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or other Indebtedness or any material Contractual Obligations of any type and (iv) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor. For the avoidance of doubt, if, as a result of any Disposition, any Project included in the pool of Qualified Unencumbered Properties hereunder no longer meets the definition of a “Qualified Unencumbered Property” or otherwise fails to satisfy the requirements for inclusion in the pool of Qualified Unencumbered Properties set forth herein, such Project will immediately upon such Disposition cease to be included in the pool of Qualified Unencumbered Properties.

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition or, in the case of any Subsidiary of the BorrowerREIT, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, unless: (a) no Event of Default has occurred and is continuing immediately before and after such transaction; (b) immediately after upon giving effect thereto, the Companies REIT and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11; (c) the representations and warranties of the Borrower and each other Company contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof and immediately after giving effect thereto, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 7.047.05, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (d) in the event of any Disposition of an Unencumbered Eligible Property for which a Direct Owner or an Indirect Owner is a Subsidiary Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied; provided. Notwithstanding anything to the contrary contained herein, that, neither in no event shall the Borrower nor CIM Urban Partners, L.P. may be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other PersonPerson unless after giving effect thereto the Borrower is the sole surviving Person of such transaction and no Change of Control results therefrom or (ii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a State of the United States of America or the District of Columbia.