Common use of Tri-Party Agreement Clause in Contracts

Tri-Party Agreement. Upon the Closing, Xxxxx Family, GIPLP, and the Debt Provider shall enter into a Tri-Party Agreement. Subject to the terms of the Tri-Party Agreement, if the Debt Provider declares a default under the Loan and the Manager is unable to cure the default within sixty (60) days, Xxxxx Family shall have the right, but not the obligation, to replace GIPLP as Manager of the Company; provided, however, (i) upon Xxxxx Family replacing GIPLP as Manager, Xxxxx Family shall be required to assume all third-party guarantees by GIPREIT and Xxxxx Xxxxxxxx in connection to the Loan, and subject to the Debt Provider’s consent, will replace GIPREIT and Xxxxx Xxxxxxxx as guarantors of the Loan, (ii) any removal of GIPLP as the Manager, provided for in this Section 10.03 shall have no effect or impact on GIPLP’s Membership Interest or rights as a Member under this Agreement; (iii) GIPLP’s Membership Interest in the Company shall be unaffected, and (iv) the Company shall continue to operate subject to the REIT provisions herein.

Tri-Party Agreement. Upon the Closing, Xxxxx Familyeach Preferred Member, GIPLP, and the Debt Provider shall enter into a Tri-Party Agreement. Subject to the terms of the Tri-Party Agreement, if the Debt Provider declares a default under the Loan and the Manager is unable to cure the default within sixty (60) days, Xxxxx Family the Preferred Members shall have the right, but not the obligation, to replace GIPLP as Manager of the Company; provided, however, (ix) upon Xxxxx Family the Preferred Members replacing GIPLP as Manager, Xxxxx Family the Preferred Members shall be required to assume all third-party guarantees by GIPREIT and Xxxxx Xxxxxxxx in connection to the Loan, and subject to the Debt Provider’s 's consent, will replace GIPREIT and Xxxxx Xxxxxxxx as guarantors of the Loan, (ii) any removal of GIPLP as the Manager, provided for in this Section 10.03 shall have no effect or impact on GIPLP’s 's Membership Interest or rights as a Member under this Agreement; (iii) GIPLP’s 's Membership Interest in the Company shall be unaffected, and (iv) the Company shall continue to operate subject to the REIT provisions herein.

Tri-Party Agreement. Upon the Closing, Xxxxx Familyeach Preferred Member, GIPLP, and the Debt Provider shall enter into a Tri-Party Agreement. Subject to the terms of the Tri-Party Agreement, if the Debt Provider declares a default under the Loan and the Manager is unable to cure the default within sixty (60) days, Xxxxx Family the Preferred Members shall have the right, but not the obligation, to replace GIPLP as Manager of the Company; provided, however, (i) upon Xxxxx Family the Preferred Members replacing GIPLP as Manager, Xxxxx Family the Preferred Members shall be required to assume all third-party guarantees by GIPREIT and Xxxxx Xxxxxxxx in connection to the Loan, and subject to the Debt Provider’s consent, will replace GIPREIT and Xxxxx Xxxxxxxx as guarantors of the Loan, (ii) any removal of GIPLP as the Manager, provided for in this Section 10.03 shall have no effect or impact on GIPLP’s Membership Interest or rights as a Member under this Agreement; (iii) GIPLP’s Membership Interest in the Company shall be unaffected, and (iv) the Company shall continue to operate subject to the REIT provisions herein.