Common use of Parent Covenants Clause in Contracts

Parent Covenants. Notwithstanding anything to the contrary contained in any Loan Document, at any time that the Parent is not a Guarantor the Parent shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests in the Borrower and, if applicable, direct interests in the Borrower, and the management of the business of the Borrower, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower. The Parent shall not own any assets other than (i) interests, rights, options, warrants or convertible or exchangeable securities of the Borrower, (ii) assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 7.06 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iii) assets received by the Parent from third parties (including the Net Cash Proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10) Business Days or less pending contribution of same to the Borrower, (iv) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (i) and (iii) of this sentence. Nothing in this Section 7.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and the Borrower, (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders and (ix) any activities incidental to the foregoing.

Parent Covenants. Notwithstanding anything The Issuer shall cause the Parent to comply with the contrary contained following covenants: (a) The Parent shall have as its sole business purpose owning ownership interests of the Issuer, performing duties as the general partner of the Issuer, making equity investments in the Issuer and doing and performing any and all acts and things in service of the foregoing, and shall not engage in any Loan Documentbusiness or activities other than those described in this Section 9.11(a); provided that the Parent may make additional investments in other entities at any time; provided further, that if investments by the Parent (exclusive of ownership interests in the Issuer) in the aggregate at any time that exceed 5% of the Parent’s gross assets (defined as consolidated total assets of the Parent is not a Guarantor and its Subsidiaries plus accumulated depreciation), the Parent Issuer shall not directly or indirectly enter into or conduct any business other than (i) so notify the holders of the Notes in connection with its delivery of financial statements pursuant to Section 7.1(a) and (b), making reference in such notice to this Section 9.11(a), and (ii) upon the ownershipwritten request of the Required Holders, acquisition and disposition thereafter provide to each holder of a Note which is an Institutional Investor, for such time as the Parent’s investments (exclusive of ownership interests in the Borrower and, if applicable, direct interests in the Borrower, Issuer) exceed such threshold (together with each delivery of financial statements required by Sections 7.1(a) and the management (b)) an unaudited consolidated balance sheet and an unaudited consolidated statement of operations of the business of Issuer and its Subsidiaries, excluding footnotes, for the Borrower, relevant date and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower. period. (b) The Parent shall not own any assets other than (i) interests, rights, options, warrants promptly contribute or convertible or exchangeable securities of the Borrower, (ii) assets that have been distributed otherwise downstream to the Parent by its Subsidiaries in accordance with Section 7.06 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iii) Issuer any net assets received by the Parent from third parties (including including, without limitation, the Net Cash Proceeds proceeds from any issuance and sale Equity Offering). (c) The Parent shall not make or permit to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in the Parent Issuer, or any dilution of any its Equity Interests)interest in the Issuer; provided, however, that are held for ten (10) Business Days or less pending contribution of same to the Borrower, (iv) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (i) and (iii) of this sentence. Nothing in this Section 7.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group interests of the Parent and in the BorrowerIssuer may be diluted as a direct result of the acquisition by the Issuer or its Subsidiaries of additional Real Estate, either by acquiring title to such Real Estate directly in the name of the Issuer or any such Subsidiary or by acquiring direct or indirect ownership interests in a partnership, corporation or limited liability company that owns directly such Real Estate (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental subject in all respects to compliance by the Issuer and its Subsidiaries with the provisions terms of this Agreement), the sales price of which is paid in whole or in part by the issuance of additional interests in the Issuer so long as the Parent at all times owns not less than 33% of the Securities Act economic, voting and beneficial interest in the Issuer and shall be the sole general partner of 1933the Issuer; provided further, as amendedthat this paragraph shall not apply to any Plan of the Parent or any unit redemptions of the Issuer by The Carlyle Group. (d) The Parent shall not dissolve, the Exchange Act of 1934liquidate or otherwise wind up its business, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity affairs or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders and (ix) any activities incidental to the foregoingassets.

Parent Covenants. Notwithstanding anything The Issuer shall cause the Parent to comply with the contrary contained following covenants: (a) The Parent shall have as its sole business purpose owning ownership interests of the Issuer, performing duties as the general partner of the Issuer, making equity investments in the Issuer and doing and performing any and all acts and things in service of the foregoing, and shall not engage in any Loan Documentbusiness or activities other than those described in this Section 9.11(a); provided that the Parent may make additional investments in other entities at any time; provided further, that if investments by the Parent (exclusive of ownership interests in the Issuer) in the aggregate at any time that exceed 5% of the Parent’s gross assets (defined as consolidated total assets of the Parent is not a Guarantor and its Subsidiaries plus accumulated depreciation), the Parent Issuer shall not directly or indirectly enter into or conduct any business other than (i) so notify the Purchasers and/or the holders of the Notes, as applicable, in connection with its delivery of financial statements pursuant to Section 7.1(a) and (b), making reference in such notice to this Section 9.11(a), and (ii) upon the ownershipwritten request of the Required Holders, acquisition and disposition thereafter provide to each holder of a Note that is an Institutional Investor (and, prior to the Second Closing, each Purchaser), for such time as the Parent’s investments (exclusive of ownership interests in the Borrower and, if applicable, direct interests in the Borrower, Issuer) exceed such threshold (together with each delivery of financial statements required by Sections 7.1(a) and the management (b)) an unaudited consolidated balance sheet and an unaudited consolidated statement of operations of the business of Issuer and its Subsidiaries, excluding footnotes, for the Borrower, relevant date and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower. period. (b) The Parent shall not own any assets other than (i) interests, rights, options, warrants promptly contribute or convertible or exchangeable securities of the Borrower, (ii) assets that have been distributed otherwise downstream to the Parent by its Subsidiaries in accordance with Section 7.06 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iii) Issuer any net assets received by the Parent from third parties (including including, without limitation, the Net Cash Proceeds proceeds from any issuance and sale Equity Offering after the date of this Agreement). (c) The Parent shall not make or permit to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in the Parent Issuer, or any dilution of any its Equity Interests)interest in the Issuer; provided, however, that are held for ten (10) Business Days or less pending contribution of same to the Borrower, (iv) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (i) and (iii) of this sentence. Nothing in this Section 7.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group interests of the Parent and in the BorrowerIssuer may be diluted as a direct result of the acquisition by the Issuer or its Subsidiaries of additional Real Estate, either by acquiring title to such Real Estate directly in the name of the Issuer or any such Subsidiary or by acquiring direct or indirect ownership interests in a partnership, corporation or limited liability company that owns directly such Real Estate (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental subject in all respects to compliance by the Issuer and its Subsidiaries with the provisions terms of this Agreement), the sales price of which is paid in whole or in part by the issuance of additional interests in the Issuer so long as the Parent at all times owns not less than 33% of the Securities Act economic, voting and beneficial interest in the Issuer and shall be the sole general partner of 1933the Issuer; provided further, as amendedthat this paragraph shall not apply to any Plan of the Parent or any unit redemptions of the Issuer by The Carlyle Group. (d) The Parent shall not dissolve, the Exchange Act of 1934liquidate or otherwise wind up its business, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity affairs or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders and (ix) any activities incidental to the foregoingassets.

Parent Covenants. Notwithstanding anything to the contrary contained in any Loan Financing Document, at any time that the Parent is not a Guarantor the Parent shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests in the Borrower Company and, if applicable, direct interests in the BorrowerCompany, and the management of the business of the BorrowerCompany, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the BorrowerCompany. The Parent shall not own any assets other than (ia) interests, rights, options, warrants or convertible or exchangeable securities of the BorrowerCompany, (iib) assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 7.06 10.6 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iiic) assets received by the Parent from third parties (including the Net Cash Proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10) Business Days or less pending contribution of same to the BorrowerCompany, (ivd) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower Company and (ve) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower Company and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (ia) and (iiic) of this sentence. Nothing in this Section 7.14 10.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Financing Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the BorrowerCompany, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and the BorrowerCompany, (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amendedAct, the Securities Exchange Act of 1934, as amendedAct, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders and (ix) any activities incidental to the foregoing.

Parent Covenants. Notwithstanding anything to the contrary contained in any Loan Document, at any time that the Parent is not a Guarantor the Parent shall not not: (i) directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests in the Borrower and, if applicable, direct interests in the Borrower, and the management of the business of the Borrower, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower. The Parent shall not ; (ii) own any assets other than (iA) interests, rights, options, warrants or convertible or exchangeable securities of the Borrower, (iiB) assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 7.06 5.02 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iiiC) assets received by the Parent from third parties (including the Net Cash Proceeds proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10) Business Days or less pending contribution of same to the Borrower, (ivD) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower and (vE) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (iA) and (iiiC) of this sentence; (iii) incur any Indebtedness; (iv) make any Investments other than as contemplated in clause (ii) of this Section 5.02(t); (v) permit any Liens on any of its assets other than Liens in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry. Nothing in this Section 7.14 5.02(t) shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and the Borrower, (vii) providing indemnification to officers, managers and directors, directors and (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders and (ix) any activities incidental to the foregoing.

Parent Covenants. Notwithstanding anything to the contrary contained in any Loan Document, at any time that the Parent is not a Guarantor the Parent shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests in the Borrower ESR OP and, if applicable, direct interests in the BorrowerESR OP, and the management of the business of the BorrowerESR OP, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the BorrowerESR OP. The Parent shall not own any assets other than (i) interests, rights, options, warrants or convertible or exchangeable securities of the BorrowerESR OP, (ii) assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 7.06 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iii) assets received by the Parent from third parties (including the Net Cash Proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10) Business Days or less pending contribution of same to the BorrowerESR OP, (iv) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower ESR OP and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower ESR OP and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (i) and (iii) of this sentence. Nothing in this Section 7.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the BorrowerESR OP, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and the BorrowerESR OP, (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders debtholders and (ix) any activities incidental to the foregoing.

Parent Covenants. Notwithstanding anything to the contrary contained in any Loan Financing Document, at any time that the Parent is not a Guarantor the Parent shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests in the Borrower Company and, if applicable, direct interests in the BorrowerCompany, and the management of the business of the BorrowerCompany, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the BorrowerCompany. The Parent shall not own any assets other than (ia) interests, rights, options, warrants or convertible or exchangeable securities of the BorrowerCompany, (iib) assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 7.06 10.6 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iiic) assets received by the Parent from third parties (including the Net Cash Proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10) Business Days or less pending contribution of same to the BorrowerCompany, (ivd) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower Company and (ve) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower Company and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (ia) and (iiic) of this sentence. Nothing in this Section 7.14 10.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Financing Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the BorrowerCompany, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and the BorrowerCompany, (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amendedAct, the Securities Exchange Act of 1934, as amendedAct, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders and (ix) any activities incidental to the foregoingforegoing .