Parent Covenants. The Parent will: (a) own, directly or indirectly, free and clear of any Liens, all of the general partner interests in the OP and, once acquired, will not sell or transfer any limited partner interests in the OP (provided other limited partners may sell or transfer their respective limited partner interests in the OP, subject to compliance with Section 9.14 below); (b) cause the OP to own, directly or indirectly, free and clear of any Liens, all of the ownership interests in each Subsidiary Guarantor; (c) maintain management and Control of the OP and each Subsidiary Guarantor; (d) conduct substantially all of its operations through the OP and one or more of the OP’s Subsidiaries; (e) subject to clause (e)(i) below, not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documents) to be transferred, and the OP and the Parent will not consent to any transfer of the Preferred Units or the Series A Preferred Shares, as the case may be, to any entity without the prior written consent of the Lenders in their sole discretion; any such consent shall be conditioned upon, without limitation, the Lenders obtaining all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request; (i) Notwithstanding any other provision hereof or any other loan documents, a Starwood Entity may (A) transfer the direct or indirect ownership interests in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units or Series A Preferred Shares without Lenders’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person that is not an Eligible Assignee, Lenders shall recognize Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns as the successor to Starwood Entity’s rights, remedies and obligations under the Starwood Documents. The rights of Pledgee under this Section 5.15(e) shall remain effective unless and until Pledgee shall have notified Lenders in writing that its interest in the Preferred Units or Series A Preferred Shares has been terminated. Notwithstanding anything to the contrary in this Credit Agreement, any Pledge and all other transactions contemplated by this Section 5.15(e) shall not constitute Events of Default under the Loan Documents. (f) not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Starwood Documents or of any constituent document of any Credit Party in a manner which would be materially adverse to the Lenders without the prior written approval of the Lenders; and (g) comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code.
Appears in 1 contract
Sources: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Parent Covenants. The Until all of the Secured Obligations (exclusive of indemnities in respect of which no claims have been, or to the knowledge of the Security Trustee will be, asserted) have been paid in full, the Parent will:hereby undertakes and covenants with each of the Lenders, the Agent and the Security Trustee separately and severally that from the date of this Agreement:-
(a) ownexcept as provided in Clause 18.1 (Transfers by Obligors), directly or indirectly, free it shall remain duly incorporated and clear of any Liens, all validly existing under the laws of the general partner interests in State of California and shall not, without the OP andprior written consent of the Security Trustee (which shall not be unreasonably withheld), once acquired, will not sell or transfer make any limited partner interests in amendment to the OP (provided other limited partners may sell or transfer their respective limited partner interests in constitutional documents of the OP, subject to compliance with Section 9.14 below)Borrower;
(b) at all times, it shall comply and procure the compliance with all laws and regulations applicable to it and which are necessary in relation to the conduct of its businesses generally, and it shall obtain, maintain in full force and effect and comply in all material respects with, any present or future authorisations (governmental or otherwise) approvals, licences and consents and do, or cause the OP to own, directly or indirectly, free and clear of any Liensbe done, all of the ownership interests other acts and things, in each Subsidiary Guarantorcase which may from time to time be necessary for the continued due performance of its obligations under the Transaction Documents;
(c) maintain management and Control it shall inform the Agent of any Relevant Event or Termination Event promptly upon becoming aware of the OP same and each Subsidiary Guarantorshall provide the Agent with full details of any steps which it is taking, or is considering taking, in order to remedy or mitigate the effect of any Relevant Event or any Termination Event or otherwise in connection therewith;
(d) conduct substantially it shall pay and discharge all Taxes and governmental charges which if unpaid would have a Material Adverse Effect prior to the date on which the same become overdue unless, and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of its operations through the OP which payment may lawfully be withheld, and one there shall be set aside adequate reserves with respect to any such Taxes or more of the OP’s Subsidiariescharges so contested (if required in accordance with generally accepted accounting principles);
(e) subject to clause it shall comply with its constitutional documents and shall not amend any provision of its constitutional documents except as provided in Clause 18.1 (e)(iTransfers by Obligors) below, or with the consent of the Security Trustee (not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documents) to be transferredunreasonably withheld);
(f) it shall promptly, upon being requested so to do by the Agent and/or the Security Trustee take all such steps and enter into and execute all such documents and/or agreements of whatsoever nature in order to enable the OP and the Parent will not consent to any transfer of the Preferred Units or the Series A Preferred SharesAgent or, as the case may be, the Security Trustee to effect any registration, recording, filing, notarisation or any other action in respect of any of the Transaction Documents, in each case, which are required by law or reasonably requested by the Agent, or as the case may be, the Security Trustee (provided always that notwithstanding any of the provisions of the Transaction Documents the Parent shall not be required to do any act or thing or take any step in connection with the registration, recording or filing of any instrument creating or evidencing a Lien over an Aircraft in the register of the Aviation Authority where such Aircraft is registered, or any other registration, recording or filing outside California or any actions with respect to a Lessee or Sub-Lessee or with respect to its jurisdiction of organisation or principal place of business unless a Third Trigger Event or Termination Event has occurred and is continuing) to ensure the validity, enforceability or priority of the liabilities and obligations of any or all of the Obligors or the rights of the Borrower, the Agent, the Security Trustee and/or each of the Lenders under any of the Transaction Documents;
(g) the only business of the Parent shall be the legal ownership of the issued shares in the Borrower, and entering into the Charge Over Shares of the Borrower and the documents incidental thereto and the transactions contemplated by the Transaction Documents to which it is, or is to be, a party and such activities and matters incidental to any entity of the foregoing and the Parent covenants that it shall not, without the prior written consent of the Lenders in their sole discretion; any Security Trustee (such consent to be exercisable in the absolute discretion of the Security Trustee) engage in any other business or transaction;
(h) it shall be conditioned uponnot, without limitationthe prior written consent of the Security Trustee acting on the instructions of the Majority Lenders incur any liability to any person, other than (a) any Subordinated Liabilities, and (b) such liabilities with respect to Taxes, ordinary operating costs and overhead expenses or as have arisen or may arise in the Lenders obtaining all required “know your customer” and other information regarding such transferee ordinary course of carrying on its business as the Lenders may reasonably requestreferred to in Clause 7.3(g);
(i) Notwithstanding any other provision hereof it shall ensure that at all times its obligations under the Transaction Documents rank at least pari passu with its obligations owed to all its unsecured creditors save for obligations mandatorily preferred by law;
(j) it shall duly observe and perform all of the covenants, obligations and conditions which are required to be observed and performed on its part under each of the Aircraft Operative Documents to which it is, or any other loan documentsis to be, a Starwood Entity may party;
(Ak) transfer the direct it shall not create any Lien on or indirect ownership interests in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units or Series A Preferred Shares without Lenders’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person Charged Property (as that term is not an Eligible Assignee, Lenders shall recognize Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns as the successor to Starwood Entity’s rights, remedies and obligations under the Starwood Documents. The rights of Pledgee under this Section 5.15(e) shall remain effective unless and until Pledgee shall have notified Lenders in writing that its interest defined in the Preferred Units or Series A Preferred Charge Over Shares has been terminated. Notwithstanding anything to of the contrary in this Credit Agreement, any Pledge and all other transactions contemplated by this Section 5.15(eBorrower);
(l) it shall not constitute Events of Default under the Loan Documents.
(f) not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Starwood Documents or of any constituent document of any Credit Party in a manner which would be materially adverse to the Lenders without the prior written approval consent of the Security Trustee acting on the instructions of the Majority Lenders), issue any shares (other than to comply with nationally or other local requirements as described in Clause 3.3.2 (Sub-Borrowers/Intermediate Lessees) or to the Guarantor or a Subsidiary of the Guarantor) and the Parent shall not (other than pursuant to the Charge Over Shares of the Borrower) sell, transfer or dispose of, encumber or create any Lien over or alter the rights attaching to any of its shares in the Borrower which are owned by the Parent or pay any dividends on any shares issued by it or redeem any shares except as permitted by Clause 8 (Subordination); and
(gm) comply with all Legal Requirements to maintain, and, after its initial election, will it shall procure that at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) majority of the Codemembers of its board of directors shall be officers or employees of the Guarantor, a Subsidiary, AIG or an AIG Group Company and it shall procure further that no member of its board of directors shall be replaced or substituted (other than by another officer or employee of the Guarantor, a Subsidiary, AIG or an AIG Group Company) without the prior written consent of the Security Trustee (which consent shall be exercisable in the absolute discretion of the Security Trustee).
Appears in 1 contract
Sources: Aircraft Facility Agreement (International Lease Finance Corp)
Parent Covenants. The Parent will:
(a) own, directly or indirectly, free and clear of any Liens, all of the general partner interests in the OP and, once acquired, will not sell or transfer any of its limited partner interests in the OP (provided other limited partners may sell or transfer their respective limited partner interests in the OP, subject to compliance with Section 9.14 below);
(b) cause the OP to own, directly or indirectly, free and clear of any Liens, all of the ownership interests in each Subsidiary GuarantorBorrower;
(c) maintain management and Control control of the OP and each Subsidiary GuarantorBorrower;
(d) conduct substantially all of its operations through the OP and one or of more of the OP’s Subsidiaries;
(e) subject to clause (e)(i) below, not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documents) to be transferred, and the OP and the Parent will not consent to any transfer of the Preferred Units or the Series A Preferred Shares, as the case may be, to any entity without the prior written consent of the Lenders in their sole discretion; any such consent shall be conditioned upon, without limitation, the Lenders obtaining all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request;
(i) Notwithstanding any other provision hereof or any other loan documentshereof, a Starwood Entity may (A) transfer the direct or indirect ownership interests in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units or Series A Preferred Shares without Lenders’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person that is not an Eligible Assignee, Lenders shall recognize Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns as the successor to Starwood Entity’s rights, remedies and obligations under the Starwood Documents. The rights of Pledgee under this Section 5.15(e5.16(e) shall remain effective unless and until Pledgee shall have notified Lenders in writing that its interest in the Preferred Units or Series A Preferred Shares has been terminated. Notwithstanding anything to the contrary in this Credit Agreement, any Pledge and all other transactions contemplated by this Section 5.15(e5.16(e) shall not constitute Events of Default under the Loan Documents.
(f) not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Starwood Documents or of any constituent document of any Credit Party in a manner which would be materially adverse to the Lenders without the prior written approval of the Lenders; and
(g) comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code.
Appears in 1 contract
Sources: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Parent Covenants. The Parent will:
(a) own, directly or indirectly, free and clear of any LiensLiens (other than Permitted Encumbrances of the type described in clause (a) of such definition), all of the general partner interests in the OP and, once acquired, will not sell or transfer any limited partner interests in and at least 60% of the OP (provided other limited partners may sell or transfer their respective limited partner interests in the OP, subject to compliance with Section 9.14 below);
(b) cause the OP to own, directly or indirectly, free and clear of any LiensLiens (other than Permitted Encumbrances of the type described in clause (a) of such definition), all of the ownership interests in each Subsidiary Guarantor;
(c) maintain management and Control of the OP and each Subsidiary Guarantor;
(d) conduct substantially all of its operations through the OP and one or more of the OP’s Subsidiaries;
(e) subject to clause (e)(i) below, not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documents) to be transferred, and the OP and the Parent will not consent to any transfer of the Preferred Units or the Series A Preferred Shares, as the case may be, to any entity without the prior written consent of the Lenders in their sole discretion; any such consent shall be conditioned upon, without limitation, the Lenders obtaining all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request;
(i) Notwithstanding any other provision hereof or any other loan documents, a Starwood Entity may (A) transfer the direct or indirect ownership interests in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units or Series A Preferred Shares without Lenders’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person that is not an Eligible Assignee, Lenders shall recognize Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns as the successor to Starwood Entity’s rights, remedies and obligations under the Starwood Documents. The rights of Pledgee under this Section 5.15(e) shall remain effective unless and until Pledgee shall have notified Lenders in writing that its interest in the Preferred Units or Series A Preferred Shares has been terminated. Notwithstanding anything to the contrary in this Credit Agreement, any Pledge and all other transactions contemplated by this Section 5.15(e) shall not constitute Events of Default under the Loan Documents.
(f) not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Starwood Documents or of any constituent document of any Credit Party in a manner which would be materially adverse to the Lenders without the prior written approval of the Lenders; and
(g) comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and maintain, its status as a real estate investment trust REIT under Section 856(c)(ithe Code;
(f) prior to a listing of the CodeSeries A Preferred Stock (as defined in the 2018 Preferred Documents) except as contemplated in the 2018 Preferred Documents, not permit the Series A Preferred Stock to be transferred, and the OP and the Parent will not consent to any transfer of the Series A Preferred Stock, as the case may be, to any entity unless the Lenders have satisfactorily obtained all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request (provided that, if the 2018 Preferred Holder is a trust, the transfer of underlying beneficial interests in such Trust shall not be deemed a transfer of the Series A Preferred Stock); and
(g) not enter into, nor permit the Parent, the OP nor any Affiliate thereof to enter into any amendment of the 2018 Preferred Documents (including to increase the amount of the preferred equity authorized to be issued thereunder (it being understood that any issuance of any remaining amounts authorized to be issued under the 2018 Preferred Documents is not restricted by this clause (g) or otherwise by this Agreement)) or of any constituent document of any Credit Party or Pool Property Owner in a manner which would be materially adverse to the Lenders without the prior written approval of the Majority Lenders.
Appears in 1 contract
Parent Covenants. The Parent will:
(a) own, directly or indirectly, free and clear of any LiensLiens (other than Permitted Encumbrances of the type described in clause (a) of such definitionclauses (a), (i), (l) and (o) thereof), all of the general partner interests in the OP and, once acquired, will not sell or transfer any limited partner interests in and at least 60% of the OP (provided other limited partners may sell or transfer their respective limited partner interests in the OP, subject to compliance with Section 9.14 below);
(b) cause the OP to own, directly or indirectly, free and clear of any LiensLiens (other than Permitted Encumbrances of the type described in clause (a) of such definitionclauses (a), (i), (l) and (o) thereof), all of the ownership interests in each Subsidiary Guarantor;
(c) maintain management and Control of the OP and each Subsidiary Guarantor;
(d) conduct substantially all of its operations through the OP and one or more of the OP’s Subsidiaries;
(e) subject to clause (e)(i) below, not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documents) to be transferred, and the OP and the Parent will not consent to any transfer of the Preferred Units or the Series A Preferred Shares, as the case may be, to any entity without the prior written consent of the Lenders in their sole discretion; any such consent shall be conditioned upon, without limitation, the Lenders obtaining all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request;
(i) Notwithstanding any other provision hereof or any other loan documents, Subsidiaries and/or a Starwood Entity may (A) transfer the direct or indirect ownership interests in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units or Series A Preferred Shares without Lenders’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person that is not an Eligible Assignee, Lenders shall recognize Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns as the successor to Starwood Entity’s rights, remedies and obligations under the Starwood Documents. The rights of Pledgee under this Section 5.15(e) shall remain effective unless and until Pledgee shall have notified Lenders in writing that its interest in the Preferred Units or Series A Preferred Shares has been terminated. Notwithstanding anything to the contrary in this Credit Agreement, any Pledge and all other transactions contemplated by this Section 5.15(e) shall not constitute Events of Default under the Loan Documents.
(f) not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Starwood Documents or of any constituent document of any Credit Party in a manner which would be materially adverse to the Lenders without the prior written approval of the LendersTRS; and
(ge) comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and maintain, its status as a real estate investment trust REIT under Section 856(c)(ithe Code; .
(f) prior to a listing of the CodeSeries A Preferred Stock (as defined in the 2018 Preferred Documents) except as contemplated in the 2018 Preferred Documents, not permit the Series A Preferred Stock to be transferred, and the OP and the Parent will not consent to any transfer of the Series A Preferred Stock, as the case may be, to any entity unless the Lenders have satisfactorily obtained all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request (provided that, if the 2018 Preferred Holder is a trust, the transfer of underlying beneficial interests in such Trust shall not be deemed a transfer of the Series A Preferred Stock); and
(g) not enter into, nor permit the Parent, the OP nor any Affiliate thereof to enter into any amendment of the 2018 Preferred Documents (including to increase the amount of the preferred equity authorized to be issued thereunder (it being understood that any issuance of any remaining amounts authorized to be issued under the 2018 Preferred Documents is not restricted by this clause (g) or otherwise by this Agreement)) or of any constituent document of any Credit Party or Pool Property Owner in a manner which would be materially adverse to the Lenders without the prior written approval of the Majority Lenders.
Appears in 1 contract
Parent Covenants. The Parent will:
(a) own, directly or indirectly, free and clear of any Liens, all of the general partner interests in the OP and, once acquired, will not sell or transfer any limited partner interests in the OP (provided other limited partners may sell or transfer their respective limited partner interests in the OP, subject to compliance with Section 9.14 below);
(b) cause the OP to own, directly or indirectly, free and clear of any Liens, all of the ownership interests in each Subsidiary GuarantorUAP Property Owner;
(c) maintain management and Control of the OP and each Subsidiary GuarantorUAP Property Owner;
(d) conduct substantially all of its operations through the OP and one or more of the OP’s Subsidiaries;
(e) subject to clause (e)(i) below, not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documents) to be transferred, and the OP and the Parent will not consent to any transfer of the Preferred Units or the Series A Preferred Shares, as the case may be, to any entity without the prior written consent of the Lenders in their sole discretion; any such consent shall be conditioned upon, without limitation, the Lenders obtaining all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request;
(i) i. Notwithstanding any other provision hereof or any other loan documents, a Starwood Entity may (A) transfer the direct or indirect ownership interests in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units or Series A Preferred Shares without Lenders’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person that is not an Eligible Assignee, Lenders shall recognize Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns as the successor to Starwood Entity’s rights, remedies and obligations under the Starwood Documents. The rights of Pledgee under this Section 5.15(e) shall remain effective unless and until Pledgee shall have notified Lenders in writing that its interest in the Preferred Units or Series A Preferred Shares has been terminated. Notwithstanding anything to the contrary in this Credit Agreement, any Pledge and all other transactions contemplated by this Section 5.15(e) shall not constitute Events of Default under the Loan Documents.
(f) not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Starwood Documents or of any constituent document of any Credit Party or UAP Property Owner in a manner which would be materially adverse to the Lenders without the prior written approval of the Lenders; and
(g) comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code.
Appears in 1 contract
Sources: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Parent Covenants. The Parent will:From the Effective Time through December 31, 2015, except to the extent the Stockholders’ Representative has granted its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed):
(ai) ownParent, or its successor in the event of a merger or similar transaction of Parent in which Parent is not the surviving corporation, shall not cease, directly or indirectly, free and clear to be the beneficial owner of any Liens, all of the general partner interests in issued and outstanding shares of capital stock of the OP and, once acquired, will not sell or transfer any limited partner interests in the OP (provided other limited partners may sell or transfer their respective limited partner interests in the OP, subject to compliance with Section 9.14 below)Surviving Corporation;
(bii) cause Parent shall not, unless required by applicable law, commence a dissolution, winding up or other insolvency procedure with respect to the OP to own, directly or indirectly, free and clear of any Liens, all of the ownership interests in each Subsidiary GuarantorSurviving Corporation;
(ciii) maintain management and Control ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall continue to remain responsible for the day-to-day operations of the OP Surviving Corporation and each Subsidiary Guarantor;
its Subsidiaries (d) conduct substantially all of its operations through the OP and one unless he is unable due to his death or more of the OP’s Subsidiaries;
disability or he is terminated for Cause (e) subject to clause (e)(i) below, not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documentsapplicable Employment Agreement) or voluntarily terminates his employment with the Surviving Corporation without Good Reason (as defined in the applicable Employment Agreement)) and shall have authority to be transferred, and direct the OP and the Parent will not consent to any transfer day-to-day operations of the Preferred Units Surviving Corporation consistent with the authority of similarly situated executives of Parent or the Series A Preferred Shares, as the case may be, to any entity without the prior written consent of the Lenders in their sole discretion; any such consent shall be conditioned upon, without limitation, the Lenders obtaining all required “know your customer” and other information regarding such transferee as the Lenders may reasonably requestits Affiliates;
(iiv) Notwithstanding Neither the Surviving Corporation nor any other provision hereof of its Subsidiaries shall enter into any agreement or transaction with Parent or any other loan documents, a Starwood Entity may (A) transfer the direct of its Affiliates which provides for any payment for goods or indirect ownership interests services on terms less favorable in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything aggregate to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units Surviving Corporation or Series A Preferred Shares without Lendersrelevant Subsidiary than such terms as would reasonably be obtained from a third party on an arms’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person that is not an Eligible Assignee, Lenders shall recognize Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns as the successor to Starwood Entity’s rights, remedies and obligations under the Starwood Documents. The rights of Pledgee under this Section 5.15(e) shall remain effective unless and until Pledgee shall have notified Lenders in writing that its interest in the Preferred Units or Series A Preferred Shares has been terminated. Notwithstanding anything to the contrary in this Credit Agreement, any Pledge and all other transactions contemplated by this Section 5.15(e) shall not constitute Events of Default under the Loan Documentslength basis.
(fv) not enter into, nor permit the OP Neither Parent nor any Affiliate thereof of its Affiliates shall charge any management fees or other similar charges to enter into Surviving Corporation provided that the Surviving Corporation may be allocated a charge for services rendered by Parent or any amendment of its Affiliates consistent with Parent’s standard practices;
(vi) Parent shall maintain the business conducted by Target and its Subsidiaries as of the Starwood Documents Closing Date, together with any new business developed or acquired by the Surviving Corporation and its Subsidiaries after the Closing Date, in all material respects as a separate business unit of any constituent document Parent or an Affiliate of any Credit Party in a manner which would be materially adverse Parent with distinct books and records to the Lenders without extent necessary to allow the prior written approval determination of the LendersAdjusted EBITDA attributable to the Surviving Corporation and its Subsidiaries; and
(gvii) comply with all Legal Requirements Parent and its Affiliates shall not relocate the headquarters of the Surviving Corporation to maintaina location outside of the County of Los Angeles, andCalifornia (“LA County”), after and shall maintain sufficient functionality in such LA County office(s). Neither Parent nor its initial electionAffiliates shall require, will at all times electdirectly or through the Surviving Corporation, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) condition to continued employment or the maintenance or receipt of any employment-related benefit, that the workplace of any employee of the CodeSurviving Corporation located in LA County as of the Closing Date be located outside of LA County.
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Parent Covenants. The Parent will:
(a) own, directly or indirectly, free and clear of any Liens, all of the general partner interests in the OP and, once acquired, will not sell or transfer any limited partner interests in the OP (provided other limited partners may sell or transfer their respective limited partner interests in the OP, subject to compliance with Section 9.14 below);
(b) cause the OP to own, directly or indirectly, free and clear of any Liens, all of the ownership interests in each Subsidiary Guarantor;
(c) maintain management and Control of the OP and each Subsidiary Guarantor;
(d) conduct substantially all of its operations through the OP and one or more of the OP’s Subsidiaries;
(e) subject to clause (e)(i) below, not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documents) to be transferred, and the OP and the Parent will not consent to any transfer of the Preferred Units or the Series A Preferred Shares, as the case may be, to any entity without the prior written consent of the Lenders in their sole discretion; any such consent shall be conditioned upon, without limitation, the Lenders obtaining all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request;
(i) Notwithstanding any other provision hereof or any other loan documents, a Starwood Entity may (A) transfer the direct or indirect ownership interests in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units or Series A Preferred Shares without Lenders’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person that is not an Eligible Assignee, Lenders shall recognize Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns as the successor to Starwood Entity’s rights, remedies and obligations under the Starwood Documents. The rights of Pledgee under this Section 5.15(e) shall remain effective unless and until Pledgee shall have notified Lenders in writing that its interest in the Preferred Units or Series A Preferred Shares has been terminated. Notwithstanding anything to the contrary in this Credit Agreement, any Pledge and all other transactions contemplated by this Section 5.15(e) shall not constitute Events of Default under the Loan Documents.
(f) not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Starwood Documents or of any constituent document of any Credit Party in a manner which would be materially adverse to the Lenders without the prior written approval of the Lenders; and
(g) comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code;
(f) prior to a listing of the Series A Preferred Stock (as defined in the 2018 Preferred Documents) except as contemplated in the 2018 Preferred Documents, not permit the Series A Preferred Stock to be transferred, and the OP and the Parent will not consent to any transfer of the Series A Preferred Stock, as the case may be, to any entity unless the Lenders have satisfactorily obtained all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request (provided that, if the 2018 Preferred Holder is a trust, the transfer of underlying beneficial interests in such Trust shall not be deemed a transfer of the Series A Preferred Stock); and
(g) not enter into, nor permit the Parent, the OP nor any Affiliate thereof to enter into any amendment of the 2018 Preferred Documents (including to increase the amount of the preferred equity issued thereunder) or of any constituent document of any Credit Party or Pool Property Owner in a manner which would be materially adverse to the Lenders without the prior written approval of the Required Lenders.
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Sources: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)