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This excerpt taken from the GIS 10-Q filed Jan 6, 2005. 14.1 Class A Notice Events. In the event that any of the following events (“Class A Notice Events”) shall occur, the Class A Limited Members shall have the rights described in Section 14.2; provided that with respect to a Class A Notice Event pursuant to Section 14.1(h), only the holders of the Class A Limited Membership Interests other than GMI or any of its Affiliates shall have such rights described in Section 14.2: (a) The failure of the Company to distribute to the Class A Limited Members in immediately available funds on the last Business Day of each Fiscal Quarter an amount equal to the cumulative Class A Limited Member Preferred Return and such failure continues for a period of three (3) Business Days; (b) The failure of the Company to comply with the Class A Portfolio Requirements at any time and solely with respect to a failure to comply with clause 5.9(a)(iii) or clause 5.9(a)(iv)) such failure continues unabated for five (5) Business Days; (c) The failure of the Company to dispose of any asset that ceases to be a Permitted Asset within five (5) Business Days after the date on which such asset ceases to be a Permitted Asset; (d) The Managing Member or any Affiliate of the Managing Member fails to (i) be in compliance with its obligations to deal with the Company on an arm’s length basis and as a separate entity, (ii) observe or perform any covenant, condition, or agreement contained in Sections 5.2(b), 5.2(c), 5.2(d), and 5.3 of this Agreement, or (iii) observe or perform any other 118 covenant, condition, or agreement contained in the Agreement or any other Transaction Document and such failure continues for a period of ten (10) Business Days after notice from either Limited Member; (e) Any representation or warranty made or deemed made by the Managing Member, the Company, or any of its Subsidiaries, GMI, or any Affiliate of GMI under or in connection with this Agreement or any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made except for the covenant in Section 8.3; (f) The failure of the Managing Member, in the event that there is a default, event of default or any similar condition or event (however described) with respect to any GMI Entity under any Transaction Document to which any GMI Entity is a party to give prompt notice thereof to the Limited Members, to declare due and payable and collect any amount owing under the relevant Transaction Document (subject to the satisfaction of any applicable notice requirement and the lapse of any grace period) or to preserve, protect and enforce the Company’s rights with respect to such Transaction Document; (g) One or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 shall be rendered against the Company or any of its Subsidiaries or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach to or levy upon any assets of the Company or any of its Subsidiaries to enforce any such judgment; (h) The senior unsecured debt rating of GMI falls below either Baa3 by Moody’s or BBB by S&P; (i) A Failed Class A Mandatory Remarketing shall have occurred as a result of any failure of the Company to completely perform its obligations under the Class A Remarketing Agreement; or (j) A Class A Limited Member is not provided a reasonable opportunity to enter a Bid in connection with a Class A Mandatory Remarketing. The Managing Member shall be obligated to notify the Limited Members of the occurrence of any Class A Notice Event when an officer of the Managing Member has actual knowledge of such occurrence. |
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