subject in
right of payment to the Obligations until such time as the Obligations have been
indefeasibly Fully Satisfied,
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and none of the Guarantors shall exercise any such contribution rights until the
Obligations have been indefeasibly Fully Satisfied.
Section 11.07
Guarantee of Payment; Continuing Guarantee. The guarantee in
this Article XI is a guaranty of payment and not of collection, is a continuing
guarantee, and shall apply to all Obligations whenever arising.
Section 11.08
Release of Guarantors.
(a)
So long as no Default or Event of Default then exists, the obligations of
the Guarantors set forth in this Article XI shall terminate (other than as to
obligations that are stated to survive such termination) automatically and
without further action if the Borrower obtains a Debt Rating of at least BBB-
from S&P or Baa3 from Moody's and Borrower provides the Administrative Agent
with written evidence (in form and substance satisfactory to the Administrative
Agent) thereof.
(b)
At such time as the Borrower delivers satisfactory evidence of its Debt
Rating pursuant to Section 11.08(a), the Borrower and the Administrative Agent
shall execute a release of the Guarantors from their obligations under this
Agreement pursuant to the terms of such Section. Subsequent to such release, the
Borrower shall not be required to have Consolidated Entities join as Guarantors
under Section 6.12(a) of this Agreement.
[REMAINDER OF PAGE LEFT BLANK -
SIGNATURE PAGES, SCHEDULES AND EXHIBITS FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
BORROWER:
COUSINS PROPERTIES INCORPORATED,
a Georgia corporation
D. Adzema
Name:
Gregg D. Adzema
Title:
Executive Vice President and
Chief Financial Officer
CO-BORROWER:
COUSINS PROPERTIES LP,
a Delaware limited partnership
D. Adzema
Name:
Gregg D. Adzema
Title:
Executive Vice President
GUARANTORS:
1230 PEACHTREE ASSOCIATES LLC,
COUSINS NORTHPARK 400 LLC,
COUSINS NORTHPARK 500/600 LLC,
COUSINS RESEARCH PARK V LLC,
COUSINS AVALON LLC,
COUSINS SPRING & 8TH STREETS LLC,
DC CHARLOTTE PLAZA INVESTMENT LLC,
COUSINS VICTORY INVESTMENT, LLC,
COUSINS DECATUR DEVELOPMENT LLC,
COUSINS CH HOLDINGS LLC,
COUSINS CH INVESTMENT LLC,
COUSINS SPRING & 8TH STREETS PARENT LLC,
COUSINS TRS SERVICES LLC,
each a Georgia limited liability company
By:
/s/Gregg D. Adzema_______________________
Name:
Gregg D. Adzema
Title:
Executive Vice President and
Chief Financial Officer
Cousins Term Loan Agreement Signature Page
COUSINS FORUM, LLC,
COUSINS TOWER PLACE 200, LLC,
COUSINS 214 N. TRYON, LLC,
COUSINS 550 SOUTH CALDWELL, LLC,
COUSINS 222 S. MILL, LLC,
COUSINS FUND II ORLANDO I, LLC,
COUSINS ONE CAPITAL CITY PLAZA, LLC,
COUSINS LINCOLN PLACE, LLC,
COUSINS TAMPA SUB, LLC,
COUSINS INTERNATIONAL PLAZA I, LLC,
COUSINS INTERNATIONAL PLAZA II, LLC,
COUSINS INTERNATIONAL PLAZA III, LLC,
COUSINS OOC OWNER LLC,
each a Delaware limited liability company
By:
/s/Gregg D. Adzema
Name:
Gregg D. Adzema
Title:
Executive Vice President and
Chief Financial Officer
CP 2100 ROSS LLC,
CPI 191 LLC,
ONE NINETY ONE PEACHTREE ASSOCIATES, LLC,
COUSINS 777 MAIN STREET LLC,
each a Georgia limited liability company
By:
Cousins