Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following the creation, assumption or incurring of such Lien, a Default or Event of Default would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder. (c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 13 contracts
Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.), Term Loan Agreement (Piedmont Office Realty Trust, Inc.), Term Loan Agreement (Piedmont Office Realty Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is or would be in existence hereundersuch sale.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary.
Appears in 7 contracts
Samples: Credit Agreement (NNN Reit, Inc.), Credit Agreement (National Retail Properties, Inc.), Credit Agreement (National Retail Properties, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.;
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.; (ii) which Indebtedness is secured by a Lien permitted to exist and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunder.any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into;
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 6 contracts
Samples: Credit Agreement (Hospitality Properties Trust), Interim Loan Agreement (Hospitality Properties Trust), Credit Agreement (Senior Housing Properties Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following as a result of the creation, assumption or incurring of such Lien, a Default or Event of Default is or would be caused thereby or any other Major Default or Event of Default is then in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3.; (ii) which Indebtedness is secured by a Lien permitted to exist hereunder and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary other than, in the case of any Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.
Appears in 5 contracts
Samples: Credit Agreement (Federal Realty Investment Trust), Credit Agreement (Federal Realty Investment Trust), Credit Agreement (Federal Realty Investment Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, a Default or Event places limitations on, the imposition of Default is Liens on such Subsidiary’s assets or would be in existence hereunderproperties.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations.
Appears in 4 contracts
Samples: Term Loan Agreement (Columbia Property Trust, Inc.), Credit Agreement (Columbia Property Trust, Inc.), Credit Agreement (Columbia Property Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Debt which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3.; (ii) which Debt is secured by a Lien permitted to exist and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Debt as of the date such agreement was entered into.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness Debt owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (UDR, Inc.), Credit Agreement (United Dominion Realty Trust Inc), Credit Agreement (United Dominion Realty Trust Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its their respective properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge with respect except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any Eligible Property or otherwise ifother Lien on (A) only the property securing such Indebtedness as of the date such agreement was entered into and (B) if such property is owned by an Excluded Subsidiary, immediately prior to entering into, assuming or being bound the Equity Interests issued by such Excluded Subsidiary or any Excluded Subsidiary that directly or indirectly owns Equity Interests in such Excluded Subsidiary; (ii) in an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or immediately thereafter and after giving effect thereto, a Default the assets that are the subject of such sale; or Event (iii) Negative Pledges contained in the agreements described on Schedule 9.6. to the extent such Negative Pledges apply to Equity Interests issued by the Borrower or other Subsidiary of Default is or would be in existence hereunderthe Parent identified on such Schedule.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (CubeSmart, L.P.), Credit Agreement (CubeSmart, L.P.), Credit Agreement (U-Store-It Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.;
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.; (ii) which Indebtedness is secured by a Lien permitted to exist and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunder.any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into;
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s 's capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Senior Housing Properties Trust), Credit Agreement (Hospitality Properties Trust), Credit Agreement (HRPT Properties Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding anything to the contrary in this Section, if the Parent, the Borrower or any other Subsidiary grants a Lien in any of its respective properties, assets, income or profits to secure the Existing Credit Agreement liabilities and/or the liabilities and obligations under any other agreement evidencing Unsecured Indebtedness that the Parent, the Borrower, any other Loan Party or any Subsidiary may create, incur, assume or permit to suffer to exist under Section 9.3., then the Borrower or the applicable Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Administrative Agent and the Lenders shall have the benefit, to the full extent that and with such priority as, the Administrative Agent and the Lenders may be entitled under Applicable Law, of an equitable Lien on such properties, assets, income or profits securing the Obligations.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower Parent or any Subsidiary; other than (i) with respect to clauses (i) through (iv), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, or, (ii) with respect to clause (iv), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business.
Appears in 2 contracts
Samples: Term Loan Agreement (Corporate Office Properties, L.P.), Term Loan Agreement (Corporate Office Properties, L.P.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, a Default or Event places limitations on, the imposition of Default is Liens on such Subsidiary's assets or would be in existence hereunderproperties.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such Subsidiary’s Person's capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations.
Appears in 2 contracts
Samples: Term Loan Agreement (Wells Real Estate Investment Trust Ii Inc), Credit Agreement (Wells Real Estate Investment Trust Ii Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2; (ii) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on (i) the ability of Borrower, any other Obligor or any Subsidiary (of Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such Subsidiary’s Person's capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to Borrower, any Obligor, or any of their respective Subsidiaries, or (ii) the Parent, the ability of Borrower or any Subsidiaryother Obligor to pledge the Unencumbered Assets as security for the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Parkway Properties Inc), Credit Agreement (Parkway Properties Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted LiensLiens and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, a Default or Event of Default would be in existence, including without limitationimmediately thereafter, a Default or Event of Default resulting from a violation of any of the covenants contained is or would be in Section 9.1existence.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist, and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is or would be in existence hereundersuch sale.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or (other Loan Party than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary) or (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate).
Appears in 2 contracts
Samples: Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co)
Liens; Negative Pledges; Other Matters. (a) With respect to any Property included as a Borrowing Base Property, Borrower shall not, without the prior written consent of Agent, create, place, suffer or permit to be created or placed or, through any act or failure to act, acquiesce in the placing or allow to remain, any Lien, regardless of whether same is expressly subordinate to the Obligations, or grant any easement or impose any restrictive covenants, other than Permitted Liens; or contractually agree with any other Person to provide such Person a Negative Pledge, or other covenant similar to this Section 9.4(a).
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired (excluding Borrowing Base Properties) if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(bc) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into or the Equity Interests of the Person owning such property; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, a Default or Event places limitations on, the imposition of Default is Liens on such Subsidiary’s assets or would be properties or the Equity Interests in existence hereundersuch Subsidiary.
(cd) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Borrowing Base Property), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Borrowing Base Property as security for the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Wells Core Office Income Reit Inc), Credit Agreement (Wells Core Office Income Reit Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and At any time following the termination of the Revolving Credit Agreement, the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Debt which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3.; (ii) which Debt is secured by a Lien permitted to exist; and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Debt as of the date such agreement was entered into.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness Debt owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Term Loan Agreement (UDR, Inc.), Term Loan Agreement (UDR, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Borrower, Loan Party or immediately thereafter Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is such sale or would be (iii) any agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in existence hereunderthe Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary, other than (i) with respect to clauses (i) through (iv), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (LXP Industrial Trust), Credit Agreement (Lexington Realty Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, a Default or immediately thereafter, an Event of Default is or would be in existence, including without limitation, a Default or an Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist hereunder; (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents; and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is or would be in existence hereundersuch sale.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Heritage Property Investment Trust Inc), Credit Agreement (Heritage Property Investment Trust Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any Subsidiary of Borrower or any other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any Subsidiary of Borrower or any other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which Borrower or immediately thereafter such Subsidiary or Loan Party may create, incur, assume, or permit or suffer to exist under Section 9.2, (ii) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any Subsidiary of Borrower or any other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on (i) the ability of Borrower, any other Loan Party or any Subsidiary (of Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Loan Party to: (iA) pay dividends or make any other distribution on any of such Subsidiary’s Person's capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Loan Party, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Loan Party, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Loan Party, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to Borrower, any other Loan Party, or any of their respective Subsidiaries, or (ii) the Parent, the ability of Borrower or any Subsidiaryother Loan Party to pledge the Unencumbered Assets as security for the Obligations, except for such encumbrances and restrictions, if any, contained in the Existing Term Loan Agreement.
Appears in 1 contract
Samples: Credit Agreement (Colonial Realty Limited Partnership)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge (i) contained in any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) contained in a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, or places limitations on, the imposition of Liens on such Subsidiary’s assets or properties; (iii) imposed by law or by this Agreement; (iv) contained in agreements relating to the sale of a Default Subsidiary or Event of Default assets pending such sale, provided such restrictions and conditions are customary and apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder; (v) contained in leases which restrict the assignment thereof; or would be (vi) contained in existence hereunderany agreement that evidences unsecured Indebtedness permitted under this Agreement which contains restrictions on encumbering assets that are substantially similar to, and not more restrictive than, those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) of the Borrower to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt, (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset) or (z) contained in any agreement that evidences unsecured Indebtedness permitted under this Agreement which contains such restrictions that are substantially similar to, and not more restrictive than, those restrictions contained in the Loan Documents, or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations; provided that, for the avoidance of doubt, (A) the foregoing provisions of this Section 9.5(c)(i) shall not restrict the ability of Borrower or the REIT Guarantor to make any dividends or distributions (such restrictions being set forth in Section 9.6) and (B) the foregoing provisions of this Section 9.5(c)(i) shall not be deemed to conflict with Section 9.6 of this Agreement or any agreement that evidences unsecured Indebtedness permitted under this Agreement which contains restrictions on dividends or distributions by the Borrower or the REIT Guarantor that are substantially similar to, and not more restrictive than, those restrictions contained in this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Columbia Property Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge (i) contained in any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) contained in a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, or places limitations on, the imposition of Liens on such Subsidiary’s assets or properties; (iii) imposed by law or by this Agreement; (iv) contained in agreements relating to the sale of a Default Subsidiary or Event of Default assets pending such sale, provided such restrictions and conditions are customary and apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (v) contained in leases which restrict the assignment thereof or would be (vi) contained in existence hereunderany agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding anything to the contrary in this Section, if the Parent, the Borrower or any other Subsidiary grants a Lien in any of its respective properties, assets, income or profits to secure the liabilities and obligations under any other agreement evidencing Unsecured Indebtedness that the Parent, the Borrower, any other Loan Party or any Subsidiary may create, incur, assume or permit to suffer to exist under Section 9.3., then the Borrower or the applicable Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Administrative Agent and the Lenders shall have the benefit, to the full extent that and with such priority as, the Administrative Agent and the Lenders may be entitled under Applicable Law, of an equitable Lien on such properties, assets, income or profits securing the Obligations.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower Parent or any Subsidiary; other than (i) with respect to clauses (i) through (iv), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, or, (ii) with respect to clause (iv), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Corporate Office Properties Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following the creation, assumption or incurring of such Lien, a Default or Event of Default would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s 's capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
Samples: Revolving Credit Agreement (Piedmont Office Realty Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (x) is otherwise permitted under this Agreement and (y) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, a Default or Event places limitations on, the imposition of Default is Liens on such Subsidiary’s assets or would be in existence hereunderproperties.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Wells Real Estate Investment Trust Ii Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor 61 A/75663178.5 or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, a Default or Event places limitations on, the imposition of Default is Liens on such Subsidiary’s assets or would be in existence hereunderproperties.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Term Loan Agreement
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any other Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, the Borrower or such other Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any Eligible Property other Lien on (A) only the property securing such Indebtedness as of the date such agreement was entered into or otherwise if(B) if such property is owned by an Excluded Subsidiary, immediately prior to entering into, assuming or being bound the Equity Interests issued by such Excluded Subsidiary or any Excluded Subsidiary that directly or indirectly owns Equity Interests in such Excluded Subsidiary; or (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or immediately thereafter and after giving effect thereto, a Default or Event the assets that are the subject of Default is or would be in existence hereundersuch sale.
(c) The Parent and the Borrower shall not, and shall not permit any other Subsidiary (other than an Excluded Subsidiary) or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding the foregoing, the Collateral Pool Properties shall not be subject to any Lien other than Liens of the type described in clauses (a), (d), (e) and (g) of the definition of Permitted Liens and second-priority Liens in favor of the Mezzanine Lenders to secure the Mezzanine Loan which are subject to the terms of the Intercreditor Agreement.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (ii) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and Except pursuant to the Mezzanine Loan Documents, the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of Borrower, any other Obligor or any Subsidiary (of Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (i) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests Equity Interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries (other than distributions by Borrower to Parent), (ii) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iii) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (iv) transfer any of its property or assets to the ParentBorrower, the Borrower any Obligor, or any Subsidiaryof their respective Subsidiaries.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following the creation, assumption or incurring of such Lien, a Default or Event of Default would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.19).
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s 's capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding the foregoing, the Collateral Pool Properties shall not be subject to any Lien other than Liens of the type described in clauses (a), (d), (e) and (g) of the definition of Permitted Liens and first-priority Liens in favor of the Senior Lenders to secure the Senior Loan which are subject to the terms of the Intercreditor Agreement.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (ii) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and Except pursuant to the Senior Loan Documents, the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of Borrower, any other Obligor or any Subsidiary (of Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (i) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests Equity Interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries (other than distributions by Borrower to Parent), (ii) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iii) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (iv) transfer any of its property or assets to the ParentBorrower, the Borrower any Obligor, or any Subsidiaryof their respective Subsidiaries.
Appears in 1 contract
Samples: Mezzanine Credit Agreement (NNN Apartment REIT, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding anything to the contrary in this Section, if the Parent, the Borrower or any other Subsidiary grants a Lien in any of its respective properties, assets, income or profits to secure the Credit Agreement Liabilities, then the Borrower or the applicable Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Agent and the Lenders shall have the benefit, to the full extent that and with such priority as, the Agent and the Lenders may be entitled under Applicable Law, of an equitable Lien on such properties, assets, income or profits securing the Obligations.
(b) The Parent and Except as set forth in the Borrower shall notCredit Agreement, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The the Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower Parent or any Subsidiary.
Appears in 1 contract
Samples: Term Loan Agreement (Corporate Office Properties Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon (i) any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, a Default or Event of Default would be in existence, including without limitationimmediately thereafter, a Default or Event of Default resulting from a violation of is or would be in existence or (ii) any of the covenants contained in Section 9.1Collateral Property.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which the Parent, the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3.; (ii) which Indebtedness is secured by a Lien permitted to exist; (iii) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; and after giving effect thereto(iv) relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is or would be in existence hereundersuch sale.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, a Default or Event of Default would be in existenceimmediately thereafter, including without limitation, a Default or an Event of Default resulting from a violation of any of the covenants contained in Section 9.1. is or would be in existence.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) the Revolving Credit Agreement; (ii) an agreement (x) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist hereunder; (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents; and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (iii) an agreement relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is or would be in existence hereundersuch sale.
(c) The Parent and Except for provisions contained in the Revolving Credit Agreement, the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
Samples: Term Loan Agreement (Heritage Property Investment Trust Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, a Default or Event places limitations on, the imposition of Default is Liens on such Subsidiary’s assets or would be in existence hereunderproperties.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary of the Borrower or any other Obligor to:
(other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Wells Real Estate Investment Trust Ii Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge (i) contained in any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) contained in a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, or places limitations on, the imposition of Liens on such Subsidiary’s assets or properties; (iii) imposed by law or by this Agreement; (iv) contained in agreements relating to the sale of a Default Subsidiary or Event of Default assets pending such sale, provided such restrictions and conditions are customary and apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder; (v) contained in leases which restrict the assignment thereof; or would be (vi) contained in existence hereunderany agreement that evidences Unsecured Debt permitted under this Agreement which contains restrictions on encumbering assets that are substantially similar to, and not more restrictive than, those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) of the Borrower to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor - 62 - or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, a Default or Event places limitations on, the imposition of Default is Liens on such Subsidiary’s assets or would be in existence hereunderproperties.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Term Loan Agreement
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge (i) contained in any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) contained in a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, or places limitations on, the imposition of Liens on such Subsidiary’s assets or properties; (iii) imposed by law or by this Agreement; (iv) contained in agreements relating to the sale of a Default Subsidiary or Event of Default assets pending such sale, provided such restrictions and conditions are customary and apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder; (v) contained in leases which restrict the assignment thereof; or would be (vi) contained in existence hereunderany agreement that evidences unsecured Indebtedness permitted under this Agreement which contains restrictions on encumbering assets that are substantially similar to, and not more restrictive than, those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Columbia Property Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, incur or incur permit to exist any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following other than:
(i) Permitted Liens;
(ii) Liens in existence as of the creationClosing Date and set forth on Schedule 6.04(a);
(iii) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary, assumption (y) existing on any asset of any Person at the time such Person is merged with or incurring into Borrower, any other Loan Party or any other Subsidiary of Borrower or (z) existing on any asset prior to the acquisition thereof by Borrower, any other Loan Party or any other Subsidiary; provided that any such Lien, a Default or Event of Default would be Lien was not created in existence, including without limitation, a Default or Event of Default resulting from a violation the contemplation of any of the covenants contained foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition and any such Lien does not attach to any other assets of Borrower, any other Loan Party or any other Subsidiary;
(iv) renewals or replacements of any Lien referred to in the immediately preceding clauses (ii) and (iii); provided, that any such renewal or replacement Lien attaches only to the assets originally encumbered the Lien being replaced or renewed;
(v) any Lien securing Nonrecourse Indebtedness incurred by Borrower, any other Loan Party or any other Subsidiary and attaching only to assets (other than assets that at the time of the granting of such Lien (and after giving effect to any release effected in accordance with Section 9.18.01) do not constitute Collateral) owned or leased by Borrower, any other Loan Party or any other Subsidiary;
(vi) any Lien securing Indebtedness owing by Borrower, any other Loan Party or any other Subsidiary to SNH or any Subsidiary of SNH and which Lien attaches only to assets (other than the Collateral) owned or leased by Borrower, any other Loan Party or any other Subsidiary; and
(vii) any Lien securing the obligations of a Loan Party or other Subsidiary under any Lease (including any sublease entered into among Loan Parties in connection therewith) to pay rent and other amounts not constituting Indebtedness under such Lease or sublease or any guaranty of such lease or sublease which Lien attaches only to assets (other than the Collateral) owned or leased by such Loan Party or such other Subsidiary. Notwithstanding the foregoing, Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, incur or permit to exist any Lien on any of its Collateral other than Permitted Liens.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect except for a Negative Pledge contained in (x) any agreement (i) evidencing Indebtedness which Borrower, such Subsidiary or such other Loan Party may create, incur, assume, or permit or suffer to exist under Section 6.03; and (ii) which Indebtedness is either (A) unsecured Indebtedness permitted under Section 6.03(d) and the terms of such Indebtedness contain prohibitions on the creation of Liens customary in the public U.S. high-yield bond market or public U.S. convertible debt market, as applicable, which prohibitions, however, do not prohibit Borrower, any Eligible Property Subsidiary or otherwise ifany other Loan Party from granting Liens in any of its respective assets to secure the Obligations or Guaranteed Obligations, immediately prior as applicable, or (B) Indebtedness secured by a Lien permitted to entering exist hereunder and the terms of such Indebtedness prohibit the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into, assuming (y) any Leases with (i) SNH or being bound by any of its Subsidiaries (including any sublease entered into among Loan Parties in connection therewith), (ii) Health Care Property Investors or any of its Subsidiaries in effect as of the Closing Date or (z) any Lease (including any sublease entered into among Loan Parties in connection therewith) of a Property acquired after the Closing Date which Lease existed at the time of such Negative Pledge or immediately thereafter acquisition and after giving effect thereto, a Default or Event was not amended in anticipation of Default is or would be in existence hereundersuch acquisition.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (excluding those contained in any Lease with SNH or any of its Subsidiaries or in any sublease entered into among Loan Parties in connection with any such Lease) on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
Samples: Credit and Security Agreement (Five Star Quality Care Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its their respective properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1..
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge with respect except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any Eligible Property or otherwise ifother Lien on (A) only the property securing such Indebtedness as of the date such agreement was entered into and (B) if such property is owned by an Excluded Subsidiary, immediately prior to entering into, assuming or being bound the Equity Interests issued by such Excluded Subsidiary or any Excluded Subsidiary that directly or indirectly owns Equity Interests in such Excluded Subsidiary; (ii) in an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or immediately thereafter and after giving effect thereto, a Default the assets that are the subject of such sale; or Event (iii) Negative Pledges contained in the agreements described on Schedule 9.6. to the extent such Negative Pledges apply to Equity Interests issued by the Borrower or other Subsidiary of Default is or would be in existence hereunder.the Parent identified on such Schedule.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary..
Appears in 1 contract
Samples: Credit Agreement (CubeSmart, L.P.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding anything to the contrary in this Section, if the Parent, the Borrower or any other Subsidiary grants a Lien in any of its respective properties, assets, income or profits to secure the Credit Agreement Liabilities and/or the 2011 Term Loan Agreement Liabilities, then the Borrower or the applicable Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Agent and the Lenders shall have the benefit, to the full extent that and with such priority as, the Agent and the Lenders may be entitled under Applicable Law, of an equitable Lien on such properties, assets, income or profits securing the Obligations.
(b) The Parent Except as set forth in the Credit Agreement and the Borrower shall not2011 Term Loan Agreement, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The the Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower Parent or any Subsidiary.
Appears in 1 contract
Samples: Term Loan Agreement (Corporate Office Properties Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (ii) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on (i) the ability of Borrower, any other Obligor or any Subsidiary (of Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such Subsidiary’s Person's capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to Borrower, any Obligor, or any of their respective Subsidiaries, or (ii) the Parent, the ability of Borrower or any Subsidiaryother Obligor to pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its their respective properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.110.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge with respect except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any Eligible Property or otherwise ifother Lien on (A) only the property securing such Indebtedness as of the date such agreement was entered into and (B) if such property is owned by an Excluded Subsidiary, immediately prior to entering into, assuming or being bound the Equity Interests issued by such Excluded Subsidiary or any Excluded Subsidiary that directly or indirectly owns Equity Interests in such Excluded Subsidiary; (ii) in an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or immediately thereafter and after giving effect thereto, a Default the assets that are the subject of such sale; or Event (iii) Negative Pledges contained in the agreements described on Schedule 10.6. to the extent such Negative Pledges apply to Equity Interests issued by the Borrower or other Subsidiary of Default is or would be in existence hereunderthe Parent identified on such Schedule.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s 's capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (U-Store-It Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following as a result of the creation, assumption or incurring of such Lien, a Default or Event of Default is or would be caused thereby or any other Major Default or Event of Default is then in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3.; (ii) which indebtedness is secured by a Lien permitted to exist hereunder and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary other than, in the case of any Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, incur or permit to exist any Lien upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired other than:
(i) Permitted Liens;
(ii) Liens in existence as of the Agreement Date and set forth on Schedule 7.1.(f);
(iii) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower, any other Loan Party or any other Subsidiary of the Borrower or (z) existing on any asset prior to the acquisition thereof by the Borrower, any other Loan Party or any other Subsidiary; provided that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition and any such Lien does not attach to any other assets of the Borrower, any other Loan Party or any other Subsidiary;
(iv) renewals or replacements of any Lien referred to in the immediately preceding clauses (ii) and (iii); provided, that any such renewal or replacement Lien attaches only to the assets originally encumbered the Lien being replaced or renewed;
(v) any Lien securing Nonrecourse Indebtedness incurred by the Borrower, any other Loan Party or any other Subsidiary and attaching only to assets (other than the Collateral) owned or leased by the Borrower, any other Loan Party or any other Subsidiary;
(vi) any Lien securing Indebtedness owing by the Borrower, any other Loan Party or any other Subsidiary to SNH or any Subsidiary of SNH and which Lien attaches only to assets (other than the Collateral) owned or leased by the Borrower, any other Loan Party or any other Subsidiary; and
(vii) any Lien securing the obligations of a Loan Party or other Subsidiary under any Lease (including any sublease entered into among Loan Parties in connection therewith) to pay rent and other amounts not constituting Indebtedness under such Lease or sublease or any guaranty of such lease or sublease which Lien attaches only to assets (other than the Collateral) owned or leased by such Loan Party or such other Subsidiary. Notwithstanding the foregoing, the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, incur or incur permit to exist any Lien (on any of its Collateral other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following the creation, assumption or incurring of such Lien, a Default or Event of Default would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect except for a Negative Pledge contained in (x) any agreement (i) evidencing Indebtedness which the Borrower, such Subsidiary or such other Loan Party may create, incur, assume, or permit or suffer to exist under Section 10.3.; and (ii) which Indebtedness is either (A) unsecured Indebtedness permitted under Section 10.3.(d) and the terms of such Indebtedness contain prohibitions on the creation of Liens customary in the public U.S. high-yield bond market or public U.S. convertible debt market, as applicable, which prohibitions, however, do not prohibit the Borrower, any Eligible Property Subsidiary or otherwise ifany other Loan Party from granting Liens in any of its respective assets to secure the Obligations or Guarantied Obligations, immediately prior as applicable, or (B) Indebtedness secured by a Lien permitted to entering exist hereunder and the terms of such Indebtedness prohibit the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into, assuming (y) any Leases with (i) SNH or being bound by any of its Subsidiaries (including any sublease entered into among Loan Parties in connection therewith), (ii) Health Care Property Investors or any of its Subsidiaries in effect as of the Agreement Date or (z) any Lease (including any sublease entered into among Loan Parties in connection therewith) of a Property acquired after the Agreement Date which Lease existed at the time of such Negative Pledge or immediately thereafter acquisition and after giving effect thereto, a Default or Event was not amended in anticipation of Default is or would be in existence hereundersuch acquisition.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (excluding those contained in any Lease with SNH or any of its Subsidiaries or in any sublease entered into among Loan Parties in connection with any such Lease) on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
Samples: Credit and Security Agreement (Five Star Quality Care Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its 91 properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding anything to the contrary in this Section, if the Parent, the Borrower or any other Subsidiary grants a Lien in any of its respective properties, assets, income or profits to secure the Term Loan Agreement Liabilities and/or the liabilities and obligations under any other agreement evidencing Unsecured Indebtedness that the Parent, the Borrower, any other Loan Party or any Subsidiary may create, incur, assume or permit to suffer to exist under Section 9.3., then the Borrower or the applicable Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Administrative Agent and the Lenders shall have the benefit, to the full extent that and with such priority as, the Administrative Agent and the Lenders may be entitled under Applicable Law, of an equitable Lien on such properties, assets, income or profits securing the Obligations.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower Parent or any Subsidiary; other than (i) with respect to clauses (i) through (iv), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, or, (ii) with respect to clause (iv), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Corporate Office Properties, L.P.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding anything to the contrary in this Section, if the Parent, the Borrower or any other Subsidiary grants a Lien in any of its respective properties, assets, income or profits to secure the Term Loan Agreement Liabilities and/or the liabilities and obligations under any other agreement evidencing Unsecured Indebtedness that the Parent, the Borrower, any other Loan Party or any Subsidiary may create, incur, assume or permit to suffer to exist under Section 9.3., then the Borrower or the applicable Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Administrative Agent and the Lenders shall have the benefit, to the full extent that and with such priority as, the Administrative Agent and the Lenders may be entitled under Applicable Law, of an equitable Lien on such properties, assets, income or profits securing the Obligations.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower Parent or any Subsidiary; other than (i) with respect to clauses (i) through (iv), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, or, (ii) with respect to clause (iv), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Corporate Office Properties, L.P.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall notNo Loan Party shall, and shall not permit any Subsidiary or other Loan Party of its Subsidiaries to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall notNo Loan Party shall, and shall not permit any Subsidiary or other Loan Party of its Subsidiaries to, enter into, assume or otherwise be bound by any Negative Pledge with respect to except for any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge contained in the Existing Credit Agreements or immediately thereafter this Agreement and after giving effect theretoany other agreement (i) evidencing Indebtedness which Borrower or such Subsidiary or Loan Party may create, incur, assume, or permit or suffer to exist under Section 9.2, (ii) which Indebtedness is secured by a Default or Event Lien permitted to exist pursuant to this Agreement, and (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and the Borrower shall notNo Loan Party shall, and shall not permit any Subsidiary or other Loan Party of its respective Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on on:
(i) the ability of any Loan Party or any Subsidiary (other than an Excluded Subsidiary or of a Subsidiary that is not a Wholly Owned Subsidiary) Loan Party to: (iA) pay dividends or make any other distribution on any of such Loan Party's or Subsidiary’s 's capital stock or other equity interests owned by the Parentsuch Loan Party or Subsidiary, the Borrower or any Subsidiary; (iiB) pay any Indebtedness owed to the Parent, the Borrower such Loan Party or any Subsidiary; of its Subsidiaries, (iiiC) make loans or advances to the Parent, the Borrower such Loan Party or any Subsidiary; of its Subsidiaries, or (ivD) transfer any of its property or assets to the Parent, the Borrower such Loan Party or any Subsidiaryof its Subsidiaries; or
(ii) the ability of any Loan Party to pledge the Unencumbered Assets as security for the Obligations; except for any such encumbrances and restrictions described in clauses (i) or (ii) of this section, if any, as may be provided for in (A) the Existing Credit Agreements, (B) this Agreement, or (C) any other agreement (1) evidencing Indebtedness which any Loan Party or any Subsidiary thereof may create, incur, assume or permit or suffer to exist under Section 9.2, and (2) which contains encumbrances and restrictions imposed in connection with such Indebtedness that are either substantially similar to or less restrictive than the encumbrances and restrictions set forth in Section 9.5 or Section 9.6 of this Agreement.
Appears in 1 contract
Samples: Term Loan Agreement (Colonial Realty Limited Partnership)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower Borrowers shall not, and shall not permit any Subsidiary or other Loan Party or any other Property Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) . The Parent and the Borrower Borrowers shall not, and shall not permit any Subsidiary or other Loan Party or any other Property Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any Equity Interests subject to the Pledge Agreement or any Property included in the Borrowing Base Assets Pool, other than Permitted Liens.
(b) The Borrowers shall not, and shall not permit any other Loan Party or any other Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which such Borrower, Loan Party or immediately thereafter Property Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) in an agreement relating to the sale of a Property Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is or would be in existence hereundersuch sale.
(c) The Parent and the Borrower Borrowers shall not, and shall not permit any Subsidiary or other Loan Party or any other Property Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Property Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Property Subsidiary’s capital stock or other equity interests owned by the Parent, the a Borrower or any Property Subsidiary; (ii) pay any Indebtedness owed to the Parent, the a Borrower or any Property Subsidiary; (iii) make loans or advances to the Parent, the a Borrower or any Property Subsidiary; or (iv) transfer any of its property or assets to the Parent, the a Borrower or any Property Subsidiary.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (ii) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto, a Default or Event (iii) which prohibits the creation of Default is or would be in existence hereunderany other Lien on only the property securing such Indebtedness as of the date such agreement was entered into.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on (i) the ability of Borrower, any other Obligor or any Subsidiary (of Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such Subsidiary’s Person's capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to Borrower, any Obligor, or any of their respective Subsidiaries, or (ii) the Parent, the ability of Borrower or any Subsidiaryother Obligor to pledge the Unencumbered Assets as security for the Obligations, except for such encumbrances and restrictions, if any, contained in the Existing Credit Agreement.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) in an agreement relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is or would be in existence hereundersuch sale.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) in an agreement relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is such sale; or would be in existence hereunder(iii) the Existing Credit Agreements.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding anything to the contrary in this Section, if the Parent, the Borrower or any other Subsidiary grants a Lien in any of its respective properties, assets, income or profits to secure the Term Loan Liabilities, then the Borrower or the applicable Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Agent and the Lenders shall have the benefit, to the full extent that and with such priority as, the Agent and the Lenders may be entitled under Applicable Law, of an equitable Lien on such properties, assets, income or profits securing the Obligations.
(b) The Parent and Except as set forth in the Borrower shall notTerm Loan Agreement, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The the Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower Parent or any Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Corporate Office Properties Trust)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. Notwithstanding anything to the contrary in this Section, if the Parent, the Borrower or any other Subsidiary grants a Lien in any of its respective properties, assets, income or profits to secure the Original Credit Agreement liabilities and/or the liabilities and obligations under any other agreement evidencing Unsecured Indebtedness that the Parent, the Borrower, any other Loan Party or any Subsidiary may create, incur, assume or permit to suffer to exist under Section 9.3., then the Borrower or the applicable Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Administrative Agent and the Lenders shall have the benefit, to the full extent that and with such priority as, the Administrative Agent and the Lenders may be entitled under Applicable Law, of an equitable Lien on such properties, assets, income or profits securing the Obligations.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence hereunder.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower Parent or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower Parent or any Subsidiary; other than (i) with respect to clauses (i) through (iv), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, or, (ii) with respect to clause (iv), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business.
Appears in 1 contract
Samples: Term Loan Agreement (Corporate Office Properties, L.P.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, a Default or Event places limitations on, the imposition of Default is Liens on such Subsidiary’s assets or would be in existence hereunderproperties.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Term Loan Agreement (Wells Real Estate Investment Trust Ii Inc)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Credit Documents, and (z) which prohibits the creation of any Eligible Property other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) in an agreement relating to the sale of a Subsidiary or otherwise ifassets pending such sale, immediately prior provided that in any such case the Negative Pledge applies only to entering intothe Subsidiary or the assets that are the subject of such sale; (iii) Section 10.6 of the 2002 Note Purchase Agreements and of the 2004 Note Purchase Agreements, assuming or being bound by in each case, as in effect on the Agreement Date; and (iv) Additional Note Purchase Agreements (as defined in the Intercreditor Agreement) so long as any such Negative Pledge or immediately thereafter is on terms substantially similar to the Negative Pledge contained in Section 10.6 of the 2002 Note Purchase Agreements and after giving of the 2004 Note Purchase Agreements, in each case, as in effect thereto, a Default or Event of Default is or would be in existence hereunderon the Agreement Date.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s 's capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (St Joe Co)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default.
(b) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge (i) contained in any agreement (A) evidencing Indebtedness which the Borrower or immediately thereafter such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and after giving effect thereto(C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) contained in a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, or places limitations on, the imposition of Liens on such Subsidiary’s assets or properties; (iii) imposed by law or by this Agreement; (iv) contained in agreements relating to the sale of a Default Subsidiary or Event of Default assets pending such sale, provided such restrictions and conditions are customary and apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder; (v) contained in leases which restrict the assignment thereof; or would be (vi) contained in existence hereunderany agreement that evidences Unsecured Debt permitted under this Agreement which contains restrictions on encumbering assets that are substantially similar to, and not more restrictive than, those restrictions contained in the Loan Documents.
(c) The Parent and the Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests owned by the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiB) pay any Indebtedness owed to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the ParentBorrower, the Borrower any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the ParentBorrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Unencumbered Assets as security for the Obligations.
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, the Borrower or immediately thereafter such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and after giving effect thereto(z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, a Default provided that in any such case the Negative Pledge applies only to the Subsidiary or Event the assets that are the subject of Default is such sale; or would be in existence hereunder(iii) an agreement relating to Pari Passu Indebtedness.
(c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary.
Appears in 1 contract
