Exhibit 10.5
CASH FLOW PLEDGE AGREEMENT
This CASH FLOW PLEDGE AGREEMENT (this “Agreement”), dated as of November 22, 2022 (the “Effective Date”), is made by BROAD STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Pledgor”), in favor of CF FLYER PE INVESTOR LLC, a Delaware limited liability company (together with its successors and assigns, “Investor”).
RECITALS
AGREEMENTS
NOW, THEREFORE, for and in consideration of Ten Dollars ($10), in hand paid, and the recitals and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Recitals Incorporated; Definitions. The Recitals of this Agreement are incorporated into this Agreement as fully set forth in this Agreement. Capitalized terms used, but not defined herein have the meanings ascribed to them in the JV Agreement. The terms set forth below shall have the following meanings:
KE 91970098.3
SECTION 2. Distribution. Pledgor covenants that it will, or will cause each Company to, within five (5) Business Days following receipt of Distributed Cash by, as applicable, Pledgor, any Company, or any Company Subsidiary, pay to Venture all of the Distributed Cash for deposit
in to the Company Holding Account, to be distributed pursuant to the terms of the JV Agreement as Net Cash Flow or Net Capital Proceeds (as applicable, depending on the nature of the Distributed Cash).
SECTION 3. Pledge. Pledgor hereby pledges, grants, assigns and transfers to Investor as collateral security for the prompt and complete payment of the Redemption Amount, a security interest in all of its right, title and interest to and under, in each case, whether now owned or existing, or hereafter acquired or arising, the Distributed Cash.
SECTION 4. Covenants. Until the earlier of such time as (1) on an individual basis with respect to each Company, and solely as to each such Company, Pledgor has contributed and assigned its interests in the applicable Company to the Venture, or (2) the Redemption Amount has been indefeasibly paid in full and the Preferred Membership Interest has been redeemed, Pledgor covenants as follows:
SECTION 5. Warranties and Representations. Pledgor represents and warrants as follows:
SECTION 6. Miscellaneous.
If to Investor:
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Attention: David Moson
Email: dmoson@fortress.com
and to:
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Attention: General Counsel, Credit
Email: GC.credit@fortress.com
with a copy (which shall not constitute notice) to:
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attention: Daniel Perlman, P.C. and Rachel Brown, P.C.
Email: daniel.perlman@kirkland.com; rachel.brown@kirkland.com
and to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention: David Perechocky
Email: david.perechocky@kirkland.com
If to Pledgor:
c/o Broad Street Realty, Inc.
7250 Woodmont Avenue
Suite 350
Bethesda, Maryland 20814
Attention: Michael Z. Jacoby and Alexander Topchy
Email: mjacoby@broadstreetrealty.com;
atopchy@broadstreetrealty.com
with a copy (which shall not constitute notice) to:
Morrison & Foerster LLP
2100 L Street, NW
Suite 900
Washington, D.C. 20037
Attention: David Slotkin and Andrew P. Campbell
Email: dslotkin@mofo.com;
PLEDGOR: | |
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BROAD STREET OPERATING | |
PARTNERSHIP, LP, | |
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By: | Broad Street OP GP, LLC, its General Partner |
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By: | /s/ Michael Z. Jacoby |
Name: | Michael Z. Jacoby |
Title: | Chief Executive Officer |