Restrictions on Liens, Etc. (a) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicable; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Properties; (c) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (d) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or which are not yet required to be paid under §8.9; (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity Interests) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d); (iv) Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases entered into in the ordinary course of business; (vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness; (vii) Liens affecting the Eligible Borrowing Base Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent; (viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h); (ix) other Liens (other than affecting Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured Indebtedness permitted under §9.1(f); and (x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 2 contracts
Samples: Senior Secured Term Loan Agreement (First Potomac Realty Trust), Senior Secured Term Loan Agreement (First Potomac Realty Trust)
Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) Create create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachmentcharge, restriction or other security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, the Equity Interests its property or assets of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, character whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Propertiesarrangement; (cd) suffer to exist with respect to for a period of more than thirty (30) days after the Pledged Equity Interests same shall have been incurred any Indebtedness or the Eligible Borrowing Base Propertiesclaim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely madepriority whatsoever over its general creditors; or (de) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral recourse (the foregoing types of liens and encumbrances described in clauses items (a) through (de) being sometimes referred to herein in this §9.2 collectively as “"Liens”"), provided that the Borrower Borrowers, the Guarantors and the any Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing taxes, assessments, governmental charges or levies or claims for labor, material and supplies, the Indebtedness with respect to which are is not yet due and payable or which are not yet required to be paid under prohibited by §8.99.1(c);
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s 's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity InterestsUnencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d);
(iv) Encumbrances encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s 's or lessor’s 's Liens under Leases to which the Borrower any Borrower, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrowerowner thereof, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust Material Adverse Effect or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(v) any Leases (excluding Synthetic Leases) entered into in the ordinary course of businessgood faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens;
(vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness;
(vii) as to Real Estate Assets which are is acquired after the date of this AgreementRestatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vivii) shall be deemed or construed to permit an Eligible Borrowing Base Unencumbered Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(viiviii) Liens affecting the Eligible Borrowing Base Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower Borrowers shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory thereto to the Administrative Agent's reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event;
(viiiix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);9.1; and
(ixx) other Liens (other than affecting Eligible the Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured any Indebtedness permitted under §9.1(f)9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; and
(x) without prejudice to provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of Section 14.1(n)this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the JV Springing Rights, it being acknowledged that it is failure of any Unencumbered Property to comply with the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained covenants set forth in this §9.2 shall restrict result in such Unencumbered Property's disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or limit the Borrower Event of Default, unless such disqualification causes a Default or any an Event of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms Default under another provision of this Credit Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc), Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Restrictions on Liens, Etc. (a) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Unencumbered Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Unencumbered Properties; (c) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base Unencumbered Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (d) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral Unencumbered Properties (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or which are not yet required to be paid under §8.9;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity InterestsUnencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d);
(iv) Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(v) any Leases entered into in the ordinary course of business;
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Unencumbered Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);
(ix) other Liens (other than affecting Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured Indebtedness permitted under §9.1(f)9.1; and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 2 contracts
Samples: Revolving Credit Agreement (First Potomac Realty Trust), Revolving Credit Agreement (First Potomac Realty Trust)
Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) Create create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachmentcharge, restriction or other security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, the Equity Interests its property or assets of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, character whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Propertiesarrangement; (cd) suffer to exist with respect to for a period of more than thirty (30) days after the Pledged Equity Interests same shall have been incurred any Indebtedness or the Eligible Borrowing Base Propertiesclaim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely madepriority whatsoever over its general creditors; or (de) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral recourse (the foregoing types of liens and encumbrances described in clauses items (a) through (de) being sometimes referred to herein in this §9.2 collectively as “Liens”), provided that the Borrower Borrowers, the Guarantors and the any Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing taxes, assessments, governmental charges or levies or claims for labor, material and supplies, the Indebtedness with respect to which are is not yet due and payable or which are not yet required to be paid under prohibited by §8.99.1(c);
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity InterestsUnencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d);
(iv) Encumbrances encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower any Borrower, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrowerowner thereof, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust Material Adverse Effect or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(v) any Leases (excluding Synthetic Leases) entered into in the ordinary course of businessgood faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens;
(vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness;
(vii) as to Real Estate Assets which are is acquired after the date of this AgreementRestatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vivii) shall be deemed or construed to permit an Eligible Borrowing Base Unencumbered Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(viiviii) Liens affecting the Eligible Borrowing Base Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower Borrowers shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory thereto to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event;
(viiiix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);9.1; and
(ixx) other Liens (other than affecting Eligible the Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured any Indebtedness permitted under §9.1(f)9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; and
(x) without prejudice to provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of Section 14.1(n)this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the JV Springing Rights, it being acknowledged that it is failure of any Unencumbered Property to comply with the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained covenants set forth in this §9.2 shall restrict result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or limit the Borrower Event of Default, unless such disqualification causes a Default or any an Event of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms Default under another provision of this Credit Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Life Storage Lp), Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Restrictions on Liens, Etc. (a) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any the Project or on the member interests of the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other CollateralPima Norte, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base PropertiesProject; (c) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base PropertiesProject, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (d) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral Project (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:exist the following (“Permitted Liens”):
(i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or which are not yet required to be paid under §8.9;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties Project or the Pledged Equity Interestsequity interests of any Borrower or the Trust) in respect of judgments or awardsaward, the Indebtedness with respect to which is not prohibited by §9.1(d9.1(e);
(iv) Encumbrances on properties (other than the Project) consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Borrower or the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(v) any Leases entered into in the ordinary course of business;
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);
(ix) other Liens (other than affecting Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured Indebtedness permitted under §9.1(f); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 1 contract
Restrictions on Liens, Etc. (a) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, Unencumbered Properties or upon the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor FPLP or any other CollateralBorrower, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicable; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Unencumbered Properties; (c) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base Unencumbered Properties, any taxes, assessmentsassessments and other governmental charges, governmental charges and claims for labor, materials and supplies that are not more than 30 days past due, for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (d) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral Unencumbered Properties (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing taxes, assessments, assessments or other governmental charges or levies or claims for labor, materials and supplies which are not yet due and payable or which are not yet required to be paid under §8.9;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity InterestsUnencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is awards not prohibited by constituting an Event of Default under §9.1(d14.1(i);
(iv) Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group Material Adverse Effect and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(vA) any Leases entered into in the ordinary course of business, and (B) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to Cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Unencumbered Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);9.1; and
(ix) other Liens (other than affecting the Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured any Indebtedness permitted under §9.1(f9.1 (other than the unsecured Indebtedness permitted under clause (i) of §9.1); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall (i) restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Unencumbered Property and otherwise in compliance with the other terms of this AgreementAgreement or (ii) limit the ability of the Borrower to enter into a contract for the sale of an Eligible Unencumbered Property provided that no Default or Event of Default shall have occurred both before and immediately after giving effect to such sale, including, without limitation, with respect to each of the financial covenants set xxxxx xx §00 of the Credit Agreement on a pro forma basis both before and immediately after giving effect to such sale. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 1 contract
Samples: Revolving Credit Agreement (First Potomac Realty Trust)
Restrictions on Liens, Etc. (a) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Collateral Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Collateral Properties; (c) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base Collateral Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (d) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral Properties (the foregoing types of liens and encumbrances described in clauses items (a) through (d) being sometimes referred to herein in this §9.2 collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or which are not yet required to be paid under §8.9;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity InterestsCollateral Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d);
(iv) Encumbrances Liens with respect to Collateral Properties which are noted as exceptions to coverage in Title Policies approved by the Agent and, with respect to Real Estate Assets which are not Collateral Properties, encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(v) any Leases entered into in the ordinary course of businessbusiness in compliance with the terms of §8.21 hereof;
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base a Collateral Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Collateral Properties which are junior in priority to the liens of the Lenders under the Security Deeds in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);
(ix) other Liens (other than affecting Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured Indebtedness permitted under §9.1(f)9.1; and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 1 contract
Samples: Revolving Credit Agreement (First Potomac Realty Trust)
Restrictions on Liens, Etc. The Borrower will not, and will not permit Guarantor, any of the Related Companies or any Permitted Joint Venture to, (a) Create create or incur or agree not to create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachmentcharge, restriction or other security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, the Equity Interests Mortgaged Property of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, character whether now owned or hereafter acquired, or upon the rents, income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Properties; (c) suffer to exist with respect to for a period of more than thirty (30) days after the Pledged Equity Interests same shall have been incurred any Indebtedness (not permitted by 8.1(c)) or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over the Eligible Borrowing Base Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely madeSecurity Documents; or (dc) sell, assign, pledge or otherwise transfer for security any rents, issues, profits, accounts, contract rights, rights or general intangibles, chattel paper or instruments, with or without recourse, intangibles relating to the Eligible Borrowing Base Properties, the Equity Interests any of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “Liens”), Mortgaged Premises; provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
: (i) Liens securing liens to secure taxes, assessments, assessments and other governmental charges or levies in respect of obligations not overdue, the Indebtedness with respect to which are not yet due and payable or which are not yet required to be paid under §8.9;
is permitted by 8.1(c); (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s workmen's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity Interests) liens in respect of judgments or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(d8.1(d);
; (iv) Encumbrances liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than the Mortgaged Properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, the Indebtedness with respect to which is permitted by 8.1(c); (v) encumbrances consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens liens or encumbrances on properties, none of which in the opinion of the Borrower interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material materially adverse effect on the business of FPLP, the Trust or any member value of the Potomac Group Mortgaged Property and (yxx) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
; (vvi) any Leases entered into in permitted by this Agreement or otherwise approved by the ordinary course of business;
Agent; (vivii) as to Real Estate Assets which are acquired after the date of this Agreement, Liens presently outstanding liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Mortgaged Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory listed on Schedule B to the Agent;
Title Policies; and (viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness liens in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);
(ix) other Liens (other than affecting Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured Indebtedness permitted under §9.1(f); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent favor of the parties that in the event that Perseus at any time obtains an actual security interest in Agent and/or any of the FP Redland Tech Equity Interests Banks granted pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity InterestsSecurity Documents.
Appears in 1 contract
Samples: Loan Agreement (Liberty Property Limited Partnership)
Restrictions on Liens, Etc. (ai) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, Unencumbered Properties or upon the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor FPLP or any other CollateralBorrower, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicable; (bii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Unencumbered Properties; (ciii) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base Unencumbered Properties, any taxes, assessmentsassessments and other governmental charges, governmental charges and claims for labor, materials and supplies that are more than 30 days past due, for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (div) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral Unencumbered Properties (the foregoing types of liens and encumbrances described in clauses (ai) through (div) being sometimes referred to herein collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(ia) Liens securing taxes, assessments, assessments or other governmental charges or levies or claims for labor, materials and supplies which are not yet due and payable or which are not yet required to be paid under §8.9;
(iib) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iiic) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity InterestsUnencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is awards not prohibited by constituting an Event of Default under §9.1(d14.1(i);
(ivd) Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group Material Adverse Effect and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(vA) any Leases entered into in the ordinary course of business, and (B) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to Cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(vif) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Unencumbered Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(viig) Liens affecting the Eligible Borrowing Base Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viiih) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);9.1; and
(ixi) other Liens (other than affecting the Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured any Indebtedness permitted under §9.1(f9.1 (other than the unsecured Indebtedness permitted under clause (i) of §9.1); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall (i) restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Unencumbered Property and otherwise in compliance with the other terms of this AgreementAgreement or (ii) limit the ability of the Borrower to enter into a contract for the sale of an Eligible Unencumbered Property provided that no Default or Event of Default shall have occurred both before and immediately after giving effect to such sale, including, without limitation, with respect to each of the financial covenants set forth in §10 on a pro forma basis both before and immediately after giving effect to such sale. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 1 contract
Restrictions on Liens, Etc. The Borrower will not, and will not permit its Subsidiaries to (a) Create create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, attachmentnegative pledge, charge, restriction or other security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, the Equity Interests their respective property or assets of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, character whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) transfer any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Propertiesarrangement; (cd) suffer to exist with respect to for a period of more than thirty (30) days after the Pledged Equity Interests same shall have been incurred any Indebtedness or the Eligible Borrowing Base Propertiesclaim or demand against any of them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions priority whatsoever over any of §8.9 and has not been timely madetheir general creditors; or (de) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse(provided that this clause (e) shall not prohibit a true sale of a land option or development agreement); or (f) incur or maintain any obligation to any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations (collectively, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “"Liens”"), ; provided that the Borrower and the any such Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing on properties to secure taxes, assessments, assessments and other governmental charges or levies which are claims for labor, material or supplies in respect of obligations not yet due and payable or which are not yet required to be paid under §8.9then delinquent;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s workers' compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (on assets other than affecting the Eligible Borrowing Base Properties Collateral, the Mortgaged Property or any interest therein (including the Pledged Equity Interestsrents, issues and profits therefrom) in respect of judgments judgments, awards or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(d(S)8.1(d) or (S)8.1(g);
(iv) Encumbrances encumbrances on properties other than the Mortgaged Property consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; , landlord’s 's or lessor’s Liens 's liens under Leases leases to which the Borrower Borrower, the Guarantors or any such Subsidiary is a party or bound; party, purchase options granted at a price not less than the market value of such property; money security interests and other minor Liens liens or encumbrances on propertiesencumbrances, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material materially adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is locatedBorrower on a consolidated basis;
(v) any Leases entered into liens in favor of the ordinary course of business;Agent and the Lenders under the Loan Documents to secure the Obligations and the Hedge Obligations; and
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Mortgaged Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);
(ix) other Liens (other than affecting Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured Indebtedness expressly permitted under §9.1(f); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent terms of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity InterestsMortgage relating thereto.
Appears in 1 contract
Restrictions on Liens, Etc. (a) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech Borrower or any Subsidiary Guarantor or any other Collateral, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicable; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Properties; (c) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base Properties, any taxes, assessments, and other governmental charges and claims for labor, materials and supplies that are more than 30 days past due, for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (d) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech Borrower or any Subsidiary Guarantor or any other Collateral (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing taxes, assessments, or other governmental charges or levies or claims for labor, materials and supplies which are not yet due and payable or which are not yet required to be paid under §8.9;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity InterestsProperties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d9.1(d not constituting an Event of Default under §14.1(i);
(iv) Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group GroupMaterial Adverse Effect and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(v) (A) any Leases entered into in the ordinary course of business, and (B) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to Cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness, except as permitted by §9.2(xix);
(vii) Liens affecting the Eligible Borrowing Base Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);9.1; and
(ix) first priority mortgages and related financing statements and first priority security agreements on the Eligible Borrowing Base Properties in existence on the date hereof that are not Mortgage Collateral Properties or encumbering a Real Estate Asset on or after the date hereof which becomes an Eligible Borrowing Base Property that is not a Mortgage Collateral Property after the date hereof pursuant to §8.13(a)(i) and any first priority mortgages and related financing statements and first priority security agreements in connection with a refinancing of any such Property Level Debt, provided that the existence of such mortgages and the Indebtedness secured thereby does not cause the Borrower to be in violation of §10, and provided, further that prior to Borrower or any of its Subsidiaries obtaining any such refinancing of any Pledged Property, Borrower shall provide to Agent contemporaneously with or prior to such refinance (a) a Certificate of Compliance demonstrating that after giving effect to such refinance, no Default or Event of Default shall exist with respect to the covenants set forth in §10, (b) evidence satisfactory to Agent that the loan documents evidencing such new indebtedness do not restrict or prohibit the pledge, assignment and/or transfer of the applicable Pledged Interests and (c) such replacements or amendments to the applicable Account Agreement as Agent may reasonably deem necessary or advisable.
(x) other Liens (other than Liens affecting Eligible Unencumbered Properties, the Eligible Borrowing Base Properties or Pledged Equity InterestsProperties) in connection with secured any Indebtedness permitted under §9.1(f9.1 (other than the unsecured Indebtedness permitted under clause (i) of §9.1); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 1 contract
Samples: Secured Term Loan Agreement (First Potomac Realty Trust)
Restrictions on Liens, Etc. (a) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, Unencumbered Properties or upon the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor FPLP or any other CollateralBorrower, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicable; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Unencumbered Properties; (c) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base Unencumbered Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (d) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral Unencumbered Properties (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or which are not yet required to be paid under §8.9;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity InterestsUnencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d);
(iv) Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(v) any Leases entered into in the ordinary course of business;
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Unencumbered Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);9.1; and
(ix) other Liens (other than affecting the Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured any Indebtedness permitted under §9.1(f); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder9.1. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Unencumbered Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 1 contract
Samples: Revolving Credit Agreement (First Potomac Realty Trust)
Restrictions on Liens, Etc. (a) Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Unencumbered Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Unencumbered Properties; (c) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base Unencumbered Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions of §8.9 and has not been timely made; or (d) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral Unencumbered Properties (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “Liens”), provided that the Borrower and the Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:exist the following (“Permitted Liens”):
(i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or which are not yet required to be paid under §8.9;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s 's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Unencumbered Properties or the Pledged Equity Interestsequity interests of the Borrower or the Trust) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d);
(iv) Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s 's or lessor’s 's Liens under Leases to which the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of FPLPXxxxxxx OP, Xxxxxxx III, the Trust or any member of the Potomac Xxxxxxx Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;
(v) any Leases entered into in the ordinary course of business;
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this AgreementAgreement (including the other provisions of this §9.2); provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Unencumbered Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Unencumbered Properties (but not the equity interests of the Borrower or the Trust ) in respect of judgments or awards not in excess of $250,000 that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h)9.1;
(ix) M&M Liens securing an aggregate amount not in excess of $500,000 at any time, so long as each such M&M Lien is bonded within 30 days of attachment; and
(x) other Liens (other than Liens affecting the Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Intereststhe equity interests of the Borrower or the Trust) in connection with secured any Indebtedness permitted under §9.1(f); and9.
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder1. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on in connection with any Real Estate Asset which is not an Eligible Borrowing Base Unencumbered Property and otherwise in compliance with the other terms of this Agreement, provided that in no event will the Borrower, the Trust or any of their respective Subsidiaries create, incur or suffer to be created or incurred or to exist any Lien, other than in favor of the Agent, on the equity interests of the Borrower or the Trust. The Without limitation of the foregoing, the Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity Interests.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hartman Commercial Properties Reit)
Restrictions on Liens, Etc. The Borrower will not, and will not permit its Subsidiaries to (a) Create create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, attachmentnegative pledge, charge, restriction or other security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, the Equity Interests their respective property or assets of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, character whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) transfer any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Propertiesarrangement; (cd) suffer to exist with respect to for a period of more than thirty (30) days after the Pledged Equity Interests same shall have been incurred any Indebtedness or the Eligible Borrowing Base Propertiesclaim or demand against any of them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions priority whatsoever over any of §8.9 and has not been timely madetheir general creditors; or (de) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse(provided that this clause (e) shall not prohibit a true sale of a land option or development agreement); or (f) incur or maintain any obligation to any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations (collectively, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “"Liens”"), ; provided that the Borrower and the any such Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing on properties to secure taxes, assessments, assessments and other governmental charges or levies which are claims for labor, material or supplies in respect of obligations not yet due and payable or which are not yet required to be paid under §8.9then delinquent;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s workers' compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (other than affecting the Eligible Borrowing Base Properties or the Pledged Equity Interests) in respect of judgments judgments, awards or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(dSection 8.1(d) or Section 8.1(g);; -48-
(iv) Encumbrances encumbrances on properties other than a "Mortgaged Property" (as such term is defined in the Master Credit Agreement) consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; , landlord’s 's or lessor’s Liens 's liens under Leases leases to which the Borrower Borrower, the Guarantors or any such Subsidiary is a party or bound; party, purchase options granted at a price not less than the market value of such property; money security interests and other minor Liens liens or encumbrances on propertiesencumbrances, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material materially adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located;Borrower on a consolidated basis; and
(v) any Leases entered into liens in the ordinary course of business;
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);
(ix) other Liens (other than affecting Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured Indebtedness permitted under §9.1(f); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent favor of the parties that in "Agent" and the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner ("Lenders" under and as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit Master Credit Agreement to secure the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property "Obligations" and otherwise in compliance with the other "Hedge Obligations" (as such terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests are defined in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity InterestsMaster Credit Agreement).
Appears in 1 contract
Restrictions on Liens, Etc. The Borrower will not, and will not permit its Subsidiaries to (a) Create create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, attachmentnegative pledge, charge, restriction or other security interest or other rights of third parties of any kind upon any of the Eligible Borrowing Base Properties, the Equity Interests their respective property or assets of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral, character whether now owned or hereafter acquired, or upon the income or profits therefrom or the Distributions attributable thereto, as applicabletherefrom; (b) transfer any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement in connection with the Pledged Equity Interests or the operation of the Eligible Borrowing Base Propertiesarrangement; (cd) suffer to exist with respect to for a period of more than thirty (30) days after the Pledged Equity Interests same shall have been incurred any Indebtedness or the Eligible Borrowing Base Propertiesclaim or demand against any of them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the provisions priority whatsoever over any of §8.9 and has not been timely madetheir general creditors; or (de) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse(provided that this clause (e) shall not prohibit a true sale of a land option or development agreement); or (f) incur or maintain any obligation to any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations (collectively, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral (the foregoing types of liens and encumbrances described in clauses (a) through (d) being sometimes referred to herein collectively as “"Liens”"), ; provided that the Borrower and the any such Subsidiary Guarantors may create or incur or suffer to be created or incurred or to exist:
(i) Liens securing on properties to secure taxes, assessments, assessments and other governmental charges or levies which are claims for labor, material or supplies in respect of obligations not yet due and payable or which are not yet required to be paid under §8.9then delinquent;
(ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s workers' compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;
(iii) Liens (on assets other than affecting the Eligible Borrowing Base Properties Collateral, the Mortgaged Property or any interest therein (including the Pledged Equity Interestsrents, issues and profits therefrom) in respect of judgments judgments, awards or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(dSection 8.1(d) or Section 8.1(g);
(iv) Encumbrances encumbrances on properties other than the Mortgaged Property consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property -71- and defects and irregularities in the title thereto; , landlord’s 's or lessor’s Liens 's liens under Leases leases to which the Borrower Borrower, the Guarantors or any such Subsidiary is a party or bound; party, purchase options granted at a price not less than the market value of such property; money security interests and other minor Liens liens or encumbrances on propertiesencumbrances, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a material materially adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is locatedBorrower on a consolidated basis;
(v) any Leases entered into liens in favor of the ordinary course of business;Agent and the Lenders under the Loan Documents to secure the Obligations and the Hedge Obligations; and
(vi) as to Real Estate Assets which are acquired after the date of this Agreement, Liens liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Eligible Borrowing Base Mortgaged Property or any Pledged Equity Interests to be subject to a Lien to secure Indebtedness;
(vii) Liens affecting the Eligible Borrowing Base Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Agent;
(viii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1(h);
(ix) other Liens (other than affecting Eligible Unencumbered Properties, Eligible Borrowing Base Properties or Pledged Equity Interests) in connection with secured Indebtedness expressly permitted under §9.1(f); and
(x) without prejudice to the provisions of Section 14.1(n), the JV Springing Rights, it being acknowledged that it is the intent terms of the parties that in the event that Perseus at any time obtains an actual security interest in any of the FP Redland Tech Equity Interests pursuant to the provisions of Section 3.8 of the Tech LP Agreement, the granting of such security interest to Perseus by the Defaulting Partner (as defined in the Tech LP Agreement) will constitute an Event of Default hereunder. Nothing contained in this §9.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower. None of the Trust, the Borrower or any Subsidiary Guarantor shall create or incur or suffer to be created or incurred any Lien on the Pledged Equity InterestsMortgage relating thereto.
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