Common use of Parent Covenants Clause in Contracts

Parent Covenants. Parent covenants that (i) it will not permit any change to be made in the character of its business as carried out on the date hereof and will not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than in the ordinary course of its business as the holding company for the Company or as expressly contemplated by this Section, (ii) it will not merge or consolidate with or into, or sell, lease or otherwise dispose of (whether in one transaction or a series of transactions) substantially all of its assets (whether now or hereafter acquired) to any other Person, (iii) it will have no material assets other than Capital Stock of the Company, (iv) it will have no material liabilities other than (a) liabilities arising directly as a result of its ownership of the Company and (b) the Old Parent Discount Notes outstanding on the Restatement Date after the closing of the Old Parent Discount Note Tender Offer and in any event will not incur or suffer to exist any Indebtedness for borrowed money (other than as permitted above) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant to such indentures are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (v) it will not, and will not permit any of its Subsidiaries to, (a) declare or make any dividend payment or other distribution on account of any shares of the TPG Acquisition Preferred Stock other than a distribution made solely of additional shares of TPG Acquisition Preferred Stock, or (b) make any redemptions, prepayments, defeasances or repurchases (collectively, "Redemptions") of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default of the type specified in Section 9.1(f) or (g) has occurred and is continuing, Redemptions made with the Net Cash Proceeds of an equity issuance by, or capital contribution to, Parent and (vi) it will not issue any TPG Acquisition Preferred Stock for a price per share less than the liquidation preference thereof (i.e., $1,000 per share), other than in payment of regularly scheduled dividends thereon.

Parent Covenants. The Parent covenants that will: (ia) it own, directly or indirectly, free and clear of any Liens, all of the general partner interests in the OP and, once acquired, will not permit sell or transfer any change to be made limited partner interests in the character of its business as carried out on OP (provided other limited partners may sell or transfer their respective limited partner interests in the date hereof OP, subject to compliance with Section 9.14 below); (b) cause the OP to own, directly or indirectly, free and will not engage in any business or activity clear of any kind or enter into any transaction or indentureLiens, mortgage, instrument, agreement, contract, lease or other undertaking other than all of the ownership interests in each UAP Property Owner; (c) maintain management and Control of the ordinary course of its business as the holding company for the Company or as expressly contemplated by this Section, OP and each UAP Property Owner; (iid) it will not merge or consolidate with or into, or sell, lease or otherwise dispose of (whether in one transaction or a series of transactions) conduct substantially all of its assets operations through the OP and one or more of the OP’s Subsidiaries; (whether now e) subject to clause (e)(i) below, not permit the Preferred Units or hereafter acquiredthe 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 Personprovision hereof or any other loan documents, a Starwood Entity may (iiiA) it will have no material assets other than Capital Stock 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 CompanyPreferred 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 (iv5) it will 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 no material liabilities 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 than transactions contemplated by this Section 5.15(e) shall not constitute Events of Default under the Loan Documents. (af) liabilities arising directly as a result of its ownership not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Company and (b) 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 Old Parent Discount Notes outstanding on Lenders without the Restatement Date after the closing prior written approval of the Old Parent Discount Note Tender Offer and in any event will not incur or suffer to exist any Indebtedness for borrowed money (other than as permitted above) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant to such indentures are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (v) it will not, and will not permit any of its Subsidiaries to, (a) declare or make any dividend payment or other distribution on account of any shares of the TPG Acquisition Preferred Stock other than a distribution made solely of additional shares of TPG Acquisition Preferred Stock, or (b) make any redemptions, prepayments, defeasances or repurchases (collectively, "Redemptions") of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default of the type specified in Section 9.1(f) or Lenders; and (g) has occurred comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and is continuingmaintain, Redemptions made with its status as a real estate investment trust under Section 856(c)(i) of the Net Cash Proceeds of an equity issuance by, or capital contribution to, Parent and (vi) it will not issue any TPG Acquisition Preferred Stock for a price per share less than the liquidation preference thereof (i.e., $1,000 per share), other than in payment of regularly scheduled dividends thereonCode.

Parent Covenants. The Parent covenants that will: (ia) it own, directly or indirectly, free and clear of any Liens, all of the general partner interests in the OP and, once acquired, will not permit sell or transfer any change to be made limited partner interests in the character of its business as carried out on OP (provided other limited partners may sell or transfer their respective limited partner interests in the date hereof OP, subject to compliance with Section 9.14 below); (b) cause the OP to own, directly or indirectly, free and will not engage in any business or activity clear of any kind or enter into any transaction or indentureLiens, mortgage, instrument, agreement, contract, lease or other undertaking other than all of the ownership interests in each Subsidiary Guarantor; (c) maintain management and Control of the ordinary course of its business as the holding company for the Company or as expressly contemplated by this Section, OP and each Subsidiary Guarantor; (iid) it will not merge or consolidate with or into, or sell, lease or otherwise dispose of (whether in one transaction or a series of transactions) conduct substantially all of its assets operations through the OP and one or more of the OP’s Subsidiaries; (whether now or hereafter acquirede) 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 other Person, (iii) it will have no material assets other than Capital Stock transfer of the Company, (iv) it will have no material liabilities other than (a) liabilities arising directly as a result of its ownership of the Company and (b) the Old Parent Discount Notes outstanding on the Restatement Date after the closing of the Old Parent Discount Note Tender Offer and in any event will not incur or suffer to exist any Indebtedness for borrowed money (other than as permitted above) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant to such indentures are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (v) it will not, and will not permit any of its Subsidiaries to, (a) declare or make any dividend payment or other distribution on account of any shares of the TPG Acquisition Preferred Stock other than a distribution made solely of additional shares of TPG Acquisition Series A Preferred Stock, or 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 (b) make any redemptionsprovided that, prepaymentsif the 2018 Preferred Holder is a trust, defeasances or repurchases (collectively, "Redemptions") the transfer of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default underlying beneficial interests in such Trust shall not be deemed a transfer of the type specified in Section 9.1(f) or Series A Preferred Stock); and (g) has occurred and is continuingnot enter into, Redemptions made with nor permit the Net Cash Proceeds Parent, the OP nor any Affiliate thereof to enter into any amendment of an the 2018 Preferred Documents (including to increase the amount of the preferred equity issuance by, issued thereunder) or capital contribution to, Parent and (vi) it will not issue of any TPG Acquisition Preferred Stock for constituent document of any Credit Party or Pool Property Owner in a price per share less than manner which would be materially adverse to the liquidation preference thereof (i.e., $1,000 per share), other than in payment Lenders without the prior written approval of regularly scheduled dividends thereonthe Required Lenders.

Parent Covenants. The Parent covenants that will: (ia) it will not permit own, directly or indirectly, free and clear of any change to be made Liens (other than Permitted Encumbrances of the type described in clause (a) of such definition), all of the general partner interests in the character OP and at least 60% of its business as carried out on the date hereof limited partner interests in the OP; (b) cause the OP to own, directly or indirectly, free and will not engage in any business or activity clear of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking Liens (other than Permitted Encumbrances of the type described in clause (a) of such definition), all of the ordinary course ownership interests in each Subsidiary Guarantor; (c) maintain management and Control of its business as the holding company for the Company or as expressly contemplated by this Section, OP and each Subsidiary Guarantor; (iid) it will not merge or consolidate with or into, or sell, lease or otherwise dispose of (whether in one transaction or a series of transactions) conduct substantially all of its assets operations through the OP and one or more of the OP’s Subsidiaries; (whether now or hereafter acquirede) 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 REIT under 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 other Person, (iii) it will have no material assets other than Capital Stock transfer of the Company, (iv) it will have no material liabilities other than (a) liabilities arising directly as a result of its ownership of the Company and (b) the Old Parent Discount Notes outstanding on the Restatement Date after the closing of the Old Parent Discount Note Tender Offer and in any event will not incur or suffer to exist any Indebtedness for borrowed money (other than as permitted above) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant to such indentures are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (v) it will not, and will not permit any of its Subsidiaries to, (a) declare or make any dividend payment or other distribution on account of any shares of the TPG Acquisition Preferred Stock other than a distribution made solely of additional shares of TPG Acquisition Series A Preferred Stock, or 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 (b) make any redemptionsprovided that, prepaymentsif the 2018 Preferred Holder is a trust, defeasances or repurchases (collectively, "Redemptions") the transfer of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default underlying beneficial interests in such Trust shall not be deemed a transfer of the type specified in Section 9.1(f) or Series A Preferred Stock); and (g) has occurred and 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 continuing, Redemptions made with 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 Net Cash Proceeds Lenders without the prior written approval of an equity issuance by, or capital contribution to, Parent and (vi) it will not issue any TPG Acquisition Preferred Stock for a price per share less than the liquidation preference thereof (i.e., $1,000 per share), other than in payment of regularly scheduled dividends thereonMajority Lenders.

Parent Covenants. Parent covenants that 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): (i) it will Parent, or its successor in the event of a merger or similar transaction of Parent in which Parent is not permit any change the surviving corporation, shall not cease, directly or indirectly, to be made in the character beneficial owner of its business as carried out on all of the date hereof issued and will not engage in any business or activity outstanding shares of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than in capital stock of the ordinary course of its business as the holding company for the Company or as expressly contemplated by this Section, Surviving Corporation; (ii) it will not merge Parent shall not, unless required by applicable law, commence a dissolution, winding up or consolidate other insolvency procedure with or into, or sell, lease or otherwise dispose of (whether in one transaction or a series of transactions) substantially all of its assets (whether now or hereafter acquired) respect to any other Person, the Surviving Corporation; (iii) it will have no material assets other than Capital Stock Xxxxx Xxxxxxx shall continue to remain responsible for the day-to-day operations of the Company, Surviving Corporation and its Subsidiaries (unless he is unable due to his death or disability or he is terminated for Cause (as defined in the applicable 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 direct the day-to-day operations of the Surviving Corporation consistent with the authority of similarly situated executives of Parent or its Affiliates; (iv) it will have no material liabilities other than (a) liabilities arising directly as a result of its ownership of Neither the Company and (b) the Old Parent Discount Notes outstanding on the Restatement Date after the closing of the Old Parent Discount Note Tender Offer and in any event will not incur or suffer to exist any Indebtedness for borrowed money (other than as permitted above) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant to such indentures are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (v) it will not, and will not permit Surviving Corporation nor any of its Subsidiaries to, shall enter into any agreement or transaction with Parent or any of its Affiliates which provides for any payment for goods or services on terms less favorable in the aggregate to the Surviving Corporation or relevant Subsidiary than such terms as would reasonably be obtained from a third party on an arms’ length basis. (av) declare or make Neither Parent nor any dividend payment of its Affiliates shall charge any management fees or other distribution on account similar charges to Surviving Corporation provided that the Surviving Corporation may be allocated a charge for services rendered by Parent or any of any shares of the TPG Acquisition Preferred Stock other than a distribution made solely of additional shares of TPG Acquisition Preferred Stock, or (b) make any redemptions, prepayments, defeasances or repurchases (collectively, "Redemptions") of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default of the type specified in Section 9.1(f) or (g) has occurred and is continuing, Redemptions made its Affiliates consistent with the Net Cash Proceeds of an equity issuance by, or capital contribution to, Parent and Parent’s standard practices; (vi) it will Parent shall maintain the business conducted by Target and its Subsidiaries as of the 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 Parent or an Affiliate of Parent with distinct books and records to the extent necessary to allow the determination of the Adjusted EBITDA attributable to the Surviving Corporation and its Subsidiaries; and (vii) Parent and its Affiliates shall not issue any TPG Acquisition Preferred Stock for relocate the headquarters of the Surviving Corporation to a price per share less than location outside of the liquidation preference thereof County of Los Angeles, California (i.e., $1,000 per share“LA County”), other than and shall maintain sufficient functionality in payment such LA County office(s). Neither Parent nor its Affiliates shall require, directly or through the Surviving Corporation, as a condition to continued employment or the maintenance or receipt of regularly scheduled dividends thereonany employment-related benefit, that the workplace of any employee of the Surviving Corporation located in LA County as of the Closing Date be located outside of LA County.

Parent Covenants. In connection with Parent’s registration obligations hereunder, Parent covenants that to, during the Effectiveness Period: (i) it will not permit any change Prepare and file with the SEC such amendments, including post-effective amendments, to the Resale Registration Statement and the prospectus used in connection therewith as may be made in necessary to keep the character of its business Resale Registration Statement continuously effective as carried out on to the date hereof and will not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than in the ordinary course of its business as the holding company for the Company or as expressly contemplated by this Section, applicable Registrable Securities; (ii) it will not merge cause the related prospectus to be amended or consolidate with supplemented by any required prospectus supplement, and as so supplemented or into, or sell, lease or otherwise dispose amended to be filed pursuant to Rule 424 of (whether in one transaction or a series of transactions) substantially all of its assets (whether now or hereafter acquired) to any other Person, the Securities Act; and (iii) it will have no material assets respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Resale Registration Statement or any amendment thereto; (ii) Not less than two Business Days prior to the filing of the Resale Registration Statement and any related prospectus, and any amendments or supplements thereto, furnish to the Shareholder Representative copies of all such documents proposed to be filed (other than Capital Stock those incorporated or deemed to be incorporated by reference); (iii) Not less than two Business Days after receipt of any SEC comment letter related to the CompanyResale Registration Statement, provide the Shareholder Representative a summary of any SEC comment letters received relating to the Resale Registration Statement, including the number of comments included in such comment letter, the Parent filings to which such comments relate, Parent’s expected response time to such comment letter, and any other information that does not constitute material, non-public information, and provide copies of any response letters sent to the SEC; (iv) it will have no material liabilities Not less than two Business Days prior to the filing of any response to any SEC comment letter related to the Resale Registration Statement, furnish to the Shareholder Representative Parent’s proposed response to such comment letter; (v) As promptly as practicable following the date the Resale Registration Statement is declared effective, furnish to the Shareholder Representative such copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other than documents as the Shareholder Representative may reasonably request in order to facilitate the disposition of the Registrable Securities; (avi) liabilities arising directly Notify the Shareholder Representative as promptly as practicable at any time when a prospectus relating to the Resale Registration Statement is required to be delivered under the Securities Act of the happening of any event, the result of its ownership which causes the prospectus included in the Resale Registration Statement, as then in effect, to include an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the Company and circumstances then existing; (bvii) Immediately notify the Old Parent Discount Notes outstanding on the Restatement Date after the closing Shareholder Representative of the Old Parent Discount Note Tender Offer issuance or threatened issuance of, and use its best efforts to prevent the issuance of or, if issued, obtain the withdrawal or rescission of, (i) any stop order or order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any event will not incur or suffer to exist any Indebtedness for borrowed money jurisdiction; and (other than as permitted aboveviii) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and Cause all Registrable Securities registered pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant Resale Registration Statement to such indentures be listed on each securities exchange on which similar securities issued by Parent are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (v) it will notthen listed, and will not permit any of its Subsidiaries to, (a) declare or make any dividend payment or other distribution on account of any shares of the TPG Acquisition Preferred Stock other than provide and continuously maintain a distribution made solely of additional shares of TPG Acquisition Preferred Stock, or (b) make any redemptions, prepayments, defeasances or repurchases (collectively, "Redemptions") of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default of the type specified in Section 9.1(f) or (g) has occurred transfer agent and is continuing, Redemptions made with the Net Cash Proceeds of an equity issuance by, or capital contribution to, Parent registrar for all Registrable Securities registered pursuant hereunder and (vi) it will not issue any TPG Acquisition Preferred Stock a CUSIP number for a price per share less than the liquidation preference thereof (i.e., $1,000 per share), other than in payment of regularly scheduled dividends thereonall such Registrable Securities.

Parent Covenants. The Parent covenants that will: (ia) it own, directly or indirectly, free and clear of any Liens, all of the general partner interests in the OP and, once acquired, will not permit sell or transfer any change to be made limited partner interests in the character of its business as carried out on OP (provided other limited partners may sell or transfer their respective limited partner interests in the date hereof OP, subject to compliance with Section 9.14 below); (b) cause the OP to own, directly or indirectly, free and will not engage in any business or activity clear of any kind or enter into any transaction or indentureLiens, mortgage, instrument, agreement, contract, lease or other undertaking other than all of the ownership interests in each Subsidiary Guarantor; (c) maintain management and Control of the ordinary course of its business as the holding company for the Company or as expressly contemplated by this Section, OP and each Subsidiary Guarantor; (iid) it will not merge or consolidate with or into, or sell, lease or otherwise dispose of (whether in one transaction or a series of transactions) conduct substantially all of its assets operations through the OP and one or more of the OP’s Subsidiaries; (whether now e) subject to clause (e)(i) below, not permit the Preferred Units or hereafter acquiredthe 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 Personprovision hereof or any other loan documents, a Starwood Entity may (iiiA) it will have no material assets other than Capital Stock 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 CompanyPreferred 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 (iv5) it will 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 no material liabilities 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 than transactions contemplated by this Section 5.15(e) shall not constitute Events of Default under the Loan Documents. (af) liabilities arising directly as a result of its ownership not enter into, nor permit the OP nor any Affiliate thereof to enter into any amendment of the Company and (b) Starwood Documents or of any constituent document of any Credit Party in a manner which would be materially adverse to the Old Parent Discount Notes outstanding on Lenders without the Restatement Date after the closing prior written approval of the Old Parent Discount Note Tender Offer and in any event will not incur or suffer to exist any Indebtedness for borrowed money (other than as permitted above) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant to such indentures are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (v) it will not, and will not permit any of its Subsidiaries to, (a) declare or make any dividend payment or other distribution on account of any shares of the TPG Acquisition Preferred Stock other than a distribution made solely of additional shares of TPG Acquisition Preferred Stock, or (b) make any redemptions, prepayments, defeasances or repurchases (collectively, "Redemptions") of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default of the type specified in Section 9.1(f) or Lenders; and (g) has occurred comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and is continuingmaintain, Redemptions made with its status as a real estate investment trust under Section 856(c)(i) of the Net Cash Proceeds of an equity issuance by, or capital contribution to, Parent and (vi) it will not issue any TPG Acquisition Preferred Stock for a price per share less than the liquidation preference thereof (i.e., $1,000 per share), other than in payment of regularly scheduled dividends thereonCode.