Enhanced Negative Covenants Sample Clauses
Enhanced Negative Covenants are contractual provisions that impose stricter limitations on a party’s actions, typically restricting certain activities such as incurring additional debt, making large asset sales, or entering into specific transactions without prior consent. These covenants often apply to borrowers in loan agreements, requiring them to maintain certain financial thresholds or seek approval before taking actions that could affect their creditworthiness. The core function of Enhanced Negative Covenants is to protect the interests of the lender or counterparty by reducing the risk of adverse changes to the borrower’s financial position, thereby ensuring greater control and predictability over the agreement’s performance.
Enhanced Negative Covenants. Notwithstanding anything to the contrary contained in the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment), unless the Administrative Agent and the Required Lenders otherwise agree in writing, no Loan Party or Subsidiary thereof will:
(i) incur or assume any additional Secured Indebtedness, Non-Recourse Debt or senior Recourse Debt other than Qualified Government Debt (as defined below) unless (x) no Event of Default has occurred and is continuing and (y) 100% of the Net Cash Proceeds of such transaction are applied, no later than five (5) Business Days following the applicable Loan Party’s receipt of such Net Cash Proceeds, to pay the respective Obligations (as such term is defined in each of the Facility and the Other Facilities) of the applicable Loan Parties (as such term is defined in each of the Facility and the Other Facilities) under the Facility and the Other Facilities on a pro rata basis (in accordance with their respective outstanding Advances (as such term is defined in each of the Facility and the Other Facilities));
(ii) other than with respect to any Post-Closing Transfer (as defined below), acquire any new Assets or Transfer or encumber (except pursuant to a Mortgage and Assignment of Leases as contemplated by this Amendment) any Unencumbered Assets (including, without limitation, pursuant to a ground lease or a Sale and Leaseback Transaction), designate any Unencumbered Asset or Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, or Transfer or encumber any direct or indirect Equity Interests in the fee owners, lessees under Qualifying Ground Leases or TRS Lessees of the Unencumbered Assets;
(iii) Transfer or encumber any Asset that is not an Unencumbered Asset (including, without limitation, pursuant to a ground lease or a Sale and Leaseback Transaction) to a Person that is not a Loan Party or Subsidiary thereof other than on an arms’-length basis;
(iv) in the case of the Parent Guarantor and the Borrower only, make or declare any Restricted Payments payable in cash to holders of the common Equity Interests in the Parent Guarantor or the Borrower, as applicable; provided, however, that (x) the Parent Guarantor may declare and pay dividends to the holders of common Equity Interests in the Parent Guarantor consisting of a combination of cash and Equity Interests in the Parent Guarantor only if such dividends (i) are required to maintain the Parent Guarantor’s status as a REIT and avoid ...
Enhanced Negative Covenants. Notwithstanding anything to the contrary contained in this Agreement, during the Waiver Period the Loan Parties shall not, nor shall they permit any other Consolidated Party (except where expressly limited to the Borrower or the Loan Parties, as applicable), directly or indirectly, to:
(a) make any Investments other than (i) Investments in one or more new Unencumbered Borrowing Base Properties (or in Equity Interests in Subsidiaries that own or will own new Unencumbered Borrowing Base Properties) solely with the proceeds of Excluded Net Proceeds or (ii) any other Investments otherwise permitted pursuant to Section 7.02 not to exceed $100,000,000 in the aggregate;
(b) make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset other than (i) in connection with emergency repairs, life safety repairs or ordinary course maintenance repairs (ii) capital expenditures to complete ongoing renovations in an amount not to exceed $155,000,000 in the aggregate during the period commencing with the Fourth Amendment Effective Date through the remainder of the Waiver Period;
(c) create, incur, assume or suffer to exist any Indebtedness not existing and permitted as of the Second Amendment Effective Date other than (i) to the extent the proceeds of such Indebtedness are used to fully or partially refinance or replace Indebtedness existing and permitted as of the Second Amendment Effective Date; provided, however, that in no event shall the final stated maturity date of any Indebtedness permitted under this clause (c)(i) be earlier than the existing maturity date of the Indebtedness being refinanced or replaced; provided further, that any amounts in excess of the amounts used to fully or partially refinance or replace Indebtedness are otherwise permitted to be incurred pursuant to this Section 7.20(c), (ii) Secured Non-Recourse Debt not to exceed $250,000,000400,000,000 in the aggregate and pursuant to which the Borrower has made the mandatory prepayment required pursuant to Section 2.05(d); provided, however, that in no event shall the final stated maturity date of any Indebtedness permitted under this clause (c)(ii) be earlier than one (1) year after the latest of the Revolving Maturity Date or Term Loan Maturity Date, or (iii) Indebtedness that is recourse to one or more Consolidated Parties and pursuant to which the Borrower has made the mandatory prepayment required pursuant to Section 2.05(d);...
Enhanced Negative Covenants. On and after the First Amendment Effective Date:
Enhanced Negative Covenants. Notwithstanding anything to the contrary contained in the Credit Agreement, unless the Administrative Agent and the Required Lenders otherwise agree in writing, each of the REIT and the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, during the Modification Period: i.create, incur or assume any Indebtedness other than (x) any Indebtedness described in Section 7.2(m), (n) and (o) of the Credit Agreement (as amended hereby) or (y) any Indebtedness extending the maturity of, or refunding or refinancing, in whole, or in part, such Indebtedness (“Refinancing Debt”), provided that, in the case of this clause (y), (A) the terms of any Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (1) do not provide for any Lien on any Borrowing Base Property, and (2) are not otherwise prohibited by the Loan Documents, and (B) the principal amount of such Refinancing Debt shall not exceed the principal amount of the Indebtedness being extended, refunded or refinanced plus the amount of any applicable premium and expenses;