Common use of SPECIAL COVENANTS; SINGLE PURPOSE ENTITY Clause in Contracts

SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed, Borrower shall not (a) enter into, amend in any material respect (provided that Borrower shall provide Administrative Agent a copy of any amendments, whether or not material) or terminate any material agreement providing for the development, management, leasing or operation of the Property (approval of any such other material agreement not to be unreasonably withheld by Administrative Agent); (b) make any amendment to Borrower's partnership agreement or the organizational documents of any member of Borrower or any managing member or general partner, as applicable, of such member, in each case from the form thereof previously provided to Administrative Agent; (c) engage in any transaction with any affiliate of Borrower or Guarantor on other than fair market, arms'-length terms and conditions; (d) engage in any business other than the ownership, development, leasing and operation of the Property; (e) directly or indirectly guaranty the obligations of any other person or entity; (f) incur any additional indebtedness or other material obligation, other than (i) ordinary course obligations (excluding, however, any additional borrowed money) incurred in connection with Borrower's permitted scope of business as referred to above and (ii) liabilities ws4E6.tmp 21 associated with Swap Agreements; (g) suffer or permit any direct or indirect change in the ownership of Borrower; (h) cease to be owned and managed entirely, either directly or indirectly, by CBL & Associates Limited Partnership; and (i) permit the Property to become security for any other loan or other obligation; provided, however, that the consent of Requisite Lenders shall be required with respect to any material amendment or change in ownership referred to in clauses (b), (g), (h) and (i) of this Section 7.12, respectively. For purposes of this Section 7.12, "material agreement" shall mean any agreement which cannot, by its terms, be terminated upon thirty days notice, or which involves annual expenditures (on an actual or projected basis) in excess of $1,000,000.00. Notwithstanding anything in this Agreement to the contrary, and provided no Default has occurred and is continuing, the following transfers shall be permitted without the consent of Requisite Lenders, provided notice of such proposed transfer shall have been provided to Administrative Agent not less than thirty (30) days prior to such occurrence (which notice shall include the proposed transfer documents, corporate and financial information about the proposed transferee(s) and such additional information as Administrative Agent may reasonably request): (i) transfers of less than fifty percent (50%) (in the aggregate) of the direct or indirect ownership interests in Borrower, provided that following such transfer voting control of the Borrower shall be retained by an Affiliate or Affiliates of Guarantor, or (ii) any transfer of direct or indirect ownership interests in Borrower to an Affiliate of Affiliates of Guarantor. In no event or circumstances shall Administrative Agent's or Requisite Lenders' consent or approval be required with respect to the following transactions provided the same would be permitted without the necessity of prior consent thereto by agent or any lenders pursuant to the terms of the Unsecured Agreement (whether or not the Unsecured Agreement is in effect at the time of such transaction): (A) the trading or issuance in the normal course of business of shares or other securities of CBL & Associates Properties, Inc. in the public or private markets, (B) the transfer, sale or issuance in the normal course of business of operating partnership units or other securities of CBL & Associates Limited Partnership in the public or private markets, or (C) the issuance, transfer or sale of share of CBL & Associates Properties, Inc. or of operating partnership units of CBL & Associates Limited Partnership in connection with the merger, reorganization or consolidation of CBL & Associates Properties, Inc. or CBL & Associates Limited Partnership so long as CBL & Associates Properties, Inc. or CBL & Associates Limited Partnership is the surviving entity.

SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, Borrower shall not (a) enter into, amend in any material respect (provided that Borrower shall provide Administrative Agent a copy of any amendments, whether or not material) or terminate any material agreement providing for the development, management, leasing or operation of the Property or Improvements (approval of any such other material agreement not to be unreasonably withheld by Administrative Agent); (b) make any amendment to Borrower's ’s partnership agreement or the organizational documents of any member of Borrower or any managing member or general partner, as applicable, of such member, in each case from the form thereof previously provided to Administrative Agent; (c) engage in any transaction with any affiliate of Borrower or Guarantor on other than fair market, arms'-length arms’-length terms and conditions; (d) engage in any business other than the ownership, development, leasing and operation of the Property; (e) directly or indirectly guaranty the obligations of any other person or entity; (f) incur any additional indebtedness or other material obligation, other than (i) ordinary course obligations (excluding, however, any additional borrowed money) incurred in connection with Borrower's ’s permitted scope of business as referred to above and (ii) liabilities ws4E6.tmp 21 associated with Swap Agreements; (g) suffer or permit any direct or indirect change in the ownership of Borrower; (h) cease to be owned and managed entirely, either directly or indirectly, by CBL & Associates Limited Partnership; and (i) permit the Property to become security for any other loan or other obligation; provided, however, that the consent of Requisite Lenders shall be required with respect to any material amendment or change in ownership referred to in clauses (b), (g), (h) and (ig) of this Section 7.129.12, respectively. For purposes of this Section 7.129.12, "“material agreement" ” shall mean any agreement which cannot, by its terms, be terminated upon thirty days notice, or which involves annual expenditures (on an actual or projected basis) in excess of $1,000,000.00. Notwithstanding anything in this Agreement to the contrary, and provided no Default has occurred and is continuing, the following transfers shall be permitted without the consent of Requisite Lenders, provided notice of such proposed transfer shall have been provided to Administrative Agent not less than thirty (30) days prior to such occurrence (which notice shall include the proposed transfer documents, corporate and financial information about the proposed transferee(s) and such additional information as Administrative Agent may reasonably request): (i) transfers of less than fifty percent (50%) (in the aggregate) of the direct or indirect ownership interests in Borrower, provided that following such transfer voting control of the Borrower shall be retained by an Affiliate or Affiliates of Guarantor, or (ii) any transfer of direct or indirect ownership interests in Borrower to an Affiliate of Affiliates of Guarantor. In no event or circumstances shall Administrative Agent's or Requisite Lenders' consent or approval be required with respect to the following transactions provided the same would be permitted without the necessity of prior consent thereto by agent or any lenders pursuant to the terms of the Unsecured Agreement (whether or not the Unsecured Agreement is in effect at the time of such transaction): (A) the trading or issuance in the normal course of business of shares or other securities of CBL & Associates Properties, Inc. in the public or private markets, (B) the transfer, sale or issuance in the normal course of business of operating partnership units or other securities of CBL & Associates Limited Partnership in the public or private markets, or (C) the issuance, transfer or sale of share of CBL & Associates Properties, Inc. or of operating partnership units of CBL & Associates Limited Partnership in connection with the merger, reorganization or consolidation of CBL & Associates Properties, Inc. or CBL & Associates Limited Partnership so long as CBL & Associates Properties, Inc. or CBL & Associates Limited Partnership is the surviving entity.

SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed, Borrower shall not (a) Owner shall not enter into, amend in any material respect (provided that Borrower shall provide Administrative Agent a copy of any amendments, whether or not material) or terminate any material agreement providing for the development, management, leasing or operation of the Property (approval of any such other material agreement not to be unreasonably withheld by Administrative Agent); (b) neither Borrower nor Owner shall make any amendment to Borrower's partnership agreement or the ’s and/or Owner’s organizational documents of any member of Borrower or any managing member or general partner, as applicable, of such memberthereof, in each case from the form thereof previously provided to Administrative AgentAgent other than as necessary to authorize the issuance of additional limited partnership units in Borrower or shares of stock in Guarantor; (c) neither Borrower nor Owner shall engage in any transaction with any affiliate Affiliate of Borrower Borrower, Owner or Guarantor on other than fair market, arms'-length market terms and conditions; (d) Owner shall not engage in any business other than the ownership, development, leasing and operation of the PropertyReal Estate Assets owned by such Person; (e) directly or indirectly guaranty the obligations of any other person or entity; (f) Owner shall not incur any additional indebtedness or other material obligation, other than (i) ordinary course obligations (excluding, however, any additional borrowed money) incurred in connection with Borrower's Owner’s permitted scope of business as referred to above and above; or (iif) liabilities ws4E6.tmp 21 associated with Swap Agreements; (g) neither Borrower nor Owner shall suffer or permit any direct or indirect change in the ownership of Borrower; (h) cease to be owned and managed entirely, either directly or indirectly, by CBL & Associates Limited Partnership; and (i) permit the Property to become security for any other loan or other obligationOwner; provided, however, that the consent of Requisite Lenders shall be required with respect to any material amendment or change in ownership referred to in clauses (b), (g), (h) and (if) of this Section 7.128.11, respectively. For purposes of this Section 7.128.11, "“material agreement" ” shall mean any agreement which cannot, by its terms, be terminated upon thirty days notice, or which involves annual expenditures (on an actual or projected basis) in excess of $1,000,000.00. Notwithstanding anything in this Agreement to the contrary, and provided no Default has occurred and is continuing, the following transfers shall be permitted without the consent of Requisite Lenders, provided notice of such proposed transfer shall have been provided to Administrative Agent not less than thirty (30) days prior to such occurrence (which notice shall include the proposed transfer documents, corporate and financial information about the proposed transferee(s) and such additional information as Administrative Agent may reasonably request): (i) transfers of less than fifty percent (50%) (in the aggregate) of the direct or indirect ownership interests in Borrower, provided that following such transfer voting control of the Borrower shall be retained by an Affiliate or Affiliates of Guarantor, or (ii) any transfer of direct or indirect ownership interests in Borrower to an Affiliate of Affiliates of Guarantor. In no event or circumstances shall Administrative Agent's or Requisite Lenders' consent or approval be required with respect to the following transactions provided the same would be permitted without the necessity of prior consent thereto by agent or any lenders pursuant to the terms of the Unsecured Agreement (whether or not the Unsecured Agreement is in effect at the time of such transaction): (A) the trading or issuance in the normal course of business of shares or other securities of CBL & Associates Properties, Inc. in the public or private markets, (B) the transfer, sale or issuance in the normal course of business of operating partnership units or other securities of CBL & Associates Limited Partnership in the public or private markets, or (C) the issuance, transfer or sale of share of CBL & Associates Properties, Inc. or of operating partnership units of CBL & Associates Limited Partnership in connection with the merger, reorganization or consolidation of CBL & Associates Properties, Inc. or CBL & Associates Limited Partnership so long as CBL & Associates Properties, Inc. or CBL & Associates Limited Partnership is the surviving entity100,000.00.

SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written reasonable consent of Administrative AgentLender, which consent shall not be unreasonably withheld and except as otherwise specifically provided herein or delayed, Borrower shall not (a) enter into, amend in any material respect (provided that Borrower shall provide Administrative Agent a copy of any amendments, whether or not material) or terminate any material agreement providing for the development, management, leasing or operation of the Property other Loan Documents, neither Borrower nor Member shall (approval of any such other material agreement not to be unreasonably withheld by Administrative Agent)a)intentionally omitted; (b) make or permit any amendment to Borrower's partnership agreement or the organizational documents of any member Organizational Documents of Borrower or any managing member or general partner, as applicable, of such memberMember, in each case from which would violate the form thereof previously provided to Administrative AgentSingle Purpose Entity Requirements set forth in this Agreement; (c) engage (i) except for sales or leases of one or more Properties entered into in accordance with this Agreement, the Mortgage or any of the other Loan Documents, sell or otherwise dispose of, or create, assume or permit to exist any security interest, lien or other encumbrance on, all or any portion of Borrower’s interest in any transaction with Property, or (ii) agree, for the benefit of any affiliate of Borrower or Guarantor on Person other than fair marketLender, arms'-length terms and conditionsnot to create, assume or permit to exist any security interest, lien or other encumbrance on all or any portion of Borrower’s interest in any Property; (d) engage except to reflect the Sale of a Property pursuant to Section 2.8 hereof, in any business connection with a casualty or condemnation, or as otherwise permitted by the Mortgage or the other than Loan Documents, amend the ownership, development, leasing and operation of the PropertyMaster Lease with respect to such Properties; (e) directly or indirectly guaranty the obligations of any other person or entity; (f) incur any additional indebtedness or other material obligation, other than (i) ordinary course obligations (excluding, however, any additional borrowed money) incurred in connection with Borrower's permitted scope of business as referred to above and (ii) liabilities ws4E6.tmp 21 associated with Swap Agreements; (g) suffer or permit any direct or indirect change in the ownership of Borrower that causes a Default under Article 4 of this Agreement; (f) create, incur or permit to exist any liabilities resulting from borrowings, loans or advances, whether secured or unsecured, other than (i) under the Loan Documents, (ii) as permitted under the Single Purpose Entity Requirements set forth in this Agreement, or (iii) in conjunction with various existing or prospective intercompany loans by and between Borrower and Borrower’s Affiliates; (g) incur or permit to incur any liens or encumbrances on Borrower’s assets or Member’s membership interest in Borrower other than liens or encumbrances described in Section 6.13 of this Agreement; or (h) cease otherwise fail to be owned and managed entirelysatisfy the Single Purpose Entity Requirements. Upon Borrower’s satisfaction of Borrower’s Obligations under the Loan, either directly or indirectlyLender shall provide to Borrower promptly upon Borrower’s request therefor, by CBL & Associates Limited Partnership; and (i) permit the Property to become security for any other loan or other obligation; provided, however, that the consent written confirmation of Requisite Lenders shall be required with respect to any material amendment or change in ownership referred to in clauses (b), (g), (h) and (i) of this Section 7.12, respectively. For purposes of this Section 7.12, "material agreement" shall mean any agreement which cannot, by its terms, be terminated upon thirty days notice, or which involves annual expenditures (on an actual or projected basis) in excess of $1,000,000.00. Notwithstanding anything in this Agreement to the contrary, and provided no Default has occurred and is continuing, the following transfers shall be permitted without the consent of Requisite Lenders, provided notice of such proposed transfer shall have been provided to Administrative Agent not less than thirty (30) days prior to such occurrence (which notice shall include the proposed transfer documents, corporate and financial information about the proposed transferee(s) and such additional information as Administrative Agent may reasonably request): (i) transfers of less than fifty percent (50%) (in the aggregate) of the direct or indirect ownership interests in Borrower, provided that following such transfer voting control of the Borrower shall be retained by an Affiliate or Affiliates of Guarantor, or (ii) any transfer of direct or indirect ownership interests in Borrower to an Affiliate of Affiliates of Guarantor. In no event or circumstances shall Administrative Agent's or Requisite Lenders' consent or approval be required with respect to the following transactions provided the same would be permitted without the necessity of prior consent thereto by agent or any lenders pursuant to the terms of the Unsecured Agreement (whether or not the Unsecured Agreement is in effect at the time of such transaction): (A) the trading or issuance in the normal course of business of shares or other securities of CBL & Associates Properties, Inc. in the public or private markets, (B) the transfer, sale or issuance in the normal course of business of operating partnership units or other securities of CBL & Associates Limited Partnership in the public or private markets, or (C) the issuance, transfer or sale of share of CBL & Associates Properties, Inc. or of operating partnership units of CBL & Associates Limited Partnership in connection with the merger, reorganization or consolidation of CBL & Associates Properties, Inc. or CBL & Associates Limited Partnership so long as CBL & Associates Properties, Inc. or CBL & Associates Limited Partnership is the surviving entitysame.