Common use of Restriction on Fundamental Changes; Operation and Control Clause in Contracts

Restriction on Fundamental Changes; Operation and Control. (a) The Guarantor shall carry on its business operations substantially through the Borrower and its Consolidated Subsidiaries. Neither the Borrower nor the Guarantor shall enter into any merger or consolidation, unless (i) the Borrower or the Guarantor is the surviving entity, (ii) the entity which is merged into the Borrower or the Guarantor is primarily engaged in the commercial real estate business, (iii) the creditworthiness of the surviving entity's long term unsecured debt or implied senior debt, as applicable, is not lower than the Borrower's Credit Rating as of the date two (2) months immediately prior to such merger, and (iv) in the case of any merger where the then fair market value of the assets of the entity which is merged into the Borrower or the Guarantor is twenty-five percent (25%) or more of the then Tangible FMV, the Lead Agent consents thereto in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor the Guarantor shall (A) liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, (B) hold an interest in any subsidiary which is not controlled by the Borrower or the Guarantor, as applicable, except for non-qualified real estate investment trust subsidiaries which are not controlled by the Borrower and/or the Guarantor but as to which the Borrower and/or the Guarantor shall own substantially all of the economic interests or (C) enter into other business lines, without the prior written consent of the Required Banks (which consent shall not be unreasonably withheld, conditioned or delayed), except for joint ventures in which the Guarantor's or the Borrower's ownership interest shall be less than fifteen (15%) of Tangible FMV. Nothing in this Section shall be deemed to prohibit the sale or leasing of portions of the Real Property Assets in the ordinary course of business of the Borrower, the Guarantor and/or their Consolidated Subsidiaries. (b) The Borrower shall not amend its Partnership Documents in any material respect, without the Lead Agent's consent, which shall not be unreasonably withheld or delayed. (c) The Borrower shall deliver to the Lead Agent copies of all amendments to its partnership agreement, partnership certificate, or other organizational documents no less than ten (10) days after the effective date of any such amendment.

Restriction on Fundamental Changes; Operation and Control. (a) The Guarantor shall carry on its business operations substantially through the Borrower and its Consolidated Subsidiaries. Neither the Borrower nor the Guarantor shall enter into any merger or consolidation, unless (i) the Borrower or the Guarantor is the surviving entity, (ii) the entity which is merged into or consolidated with the Borrower or the Guarantor is primarily engaged in the commercial real estate business, (iii) the creditworthiness of the surviving entity's long term unsecured debt or implied senior debt, as applicable, is not lower than the Borrower's Credit Rating as of the date two (2) months immediately prior to such mergermerger or consolidation, and (iv) in the case of any merger or consolidation where the then fair market value of the assets of the entity which is merged into or consolidated with the Borrower or the Guarantor is twenty-five percent (25%) or more of the then Tangible FMV, the Lead Agent consents thereto in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor the Guarantor shall (A) liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, (B) hold an interest in any subsidiary which is not controlled by the Borrower or the Guarantor, as applicable, except for non-qualified real estate investment trust subsidiaries which are not controlled by the Borrower and/or the Guarantor but as to which the Borrower and/or the Guarantor shall own substantially all of the economic interests or (C) enter into other business lines, without the prior written consent of the Required Banks (which consent shall not be unreasonably withheld, conditioned or delayed), except for unconsolidated joint ventures in which the Guarantor's or the Borrower's ownership interest shall be less than fifteen twenty percent (1520%) of Tangible FMV. Nothing in this Section shall be deemed to prohibit the sale or leasing of portions of the Real Property Assets in the ordinary course of business of the Borrower, the Guarantor and/or their Consolidated Subsidiaries. (b) The Borrower shall not amend its Partnership Documents in any material respect, without the Lead Agent's consent, which shall not be unreasonably withheld or delayed. (c) The Borrower shall deliver to the Lead Agent copies of all amendments to its partnership agreement, partnership certificate, or other organizational documents no less than ten (10) days after the effective date of any such amendment.

Restriction on Fundamental Changes; Operation and Control. (a) The Guarantor Cabot Trust shall carry on its business operations substantially through the Borrower and its Consolidated Subsidiaries. The Borrower shall at all times remain a Subsidiary of Cabot Trust and CalWest. Neither the Borrower nor the any Guarantor shall enter into any merger or consolidation, unless (i) the Borrower or the a Guarantor is the surviving entity, (ii) the entity which is merged into or consolidated with the Borrower or the a Guarantor is primarily engaged in the commercial real estate business, (iii) the creditworthiness of the surviving entity's long term unsecured debt or implied senior debt, as applicable, is not lower than the Borrower's Applicable Credit Rating as of the date two (2) months immediately prior to such mergermerger or consolidation, and (iv) in the case of any merger or consolidation where the then fair market value of the assets of the entity which is merged into or consolidated with the Borrower or the a Guarantor is twenty-five percent (25%) or more of the then Tangible FMV, the Lead Agent consents thereto in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor the any Guarantor shall (A) liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, (B) hold an interest in any subsidiary which is not controlled by the Borrower or the Guarantor, as applicable, except for non-qualified real estate investment trust subsidiaries which are not controlled by the Borrower and/or the Guarantor but as to which the Borrower and/or the Guarantor shall own substantially all of the economic interests or (C) enter into other business lines, without the prior written consent of the Required Banks (which consent shall not be unreasonably withheld, conditioned or delayed), except for joint ventures in which the Guarantor's or the Borrower's ownership interest shall be less than fifteen (15%) of Tangible FMV. Nothing in this Section shall be deemed to prohibit the sale or leasing of portions of the Real Property Assets in the ordinary course of business of the Borrower, the Guarantor and/or Guarantors or their Consolidated Subsidiaries. (b) The Borrower shall not amend its Partnership Documents organizational documents or the Bridge Loan documents in any material respect, without the Lead Agent's consent, which shall not be unreasonably withheld or delayed. (c) The Borrower shall deliver to the Lead Agent copies of all amendments to its partnership agreement, partnership certificate, or other organizational documents no less than ten (10) days after the effective date of any such amendment.