Incurrence of Additional Indebtedness. Borrower shall not incur any Indebtedness or other liabilities other than (i) the Obligations, (ii) operating and equipment leases entered into in the ordinary course of Borrower’s business, (iii) tenant security deposits, (iv) non-delinquent, accrued but unpaid real estate taxes and insurance premiums, (v) other trade payables in respect of operating expenses incurred in the ordinary course and (vi) any indebtedness, obligations or other liabilities (other than interest expense liability) in respect of interest rate swap, collar, cap or similar agreements providing interest rate protection and foreign currency exchange agreements. Further, the sum of the liabilities referred to in clauses (ii) and (v) shall at no time exceed $500,000 in the aggregate.
Incurrence of Additional Indebtedness. Borrowers shall not borrow or incur any liability in respect of borrowed money Indebtedness (including, without limitation, loans, notes, bonds or repurchase obligations in respect of any securitizations), financing leases, liabilities for the deferred purchase price of property (excluding accounts payable arising in the ordinary course of business but Including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property), liabilities in respect of interest rate swamps or similar instruments or any guaranties in respect of any of the foregoing, in each case unless (i) the Majority Lenders shall have (prior to the incurrence thereof) consented to the same in writing (which consent shall not be unreasonably withheld or delayed) or (ii) the proceeds of such indebtedness is used to repay the Lenders and permanently reduce the Total Credit Line in an amount equal to the amount of such indebtedness. For the avoidance of doubt, the above restriction (i) does not apply to CountryPlace Mortgage, Ltd. or any other party other than Borrowers and (ii) does not restrict Borrowers’ ability to incur liabilities in respect of letters of credit or capitalized leases. In connection with any request by the Borrowers to incur additional indebtedness otherwise prohibited by this clause (d) and as to which the Borrowers request that the Administrative Agent release or subordinate any portion of the Collateral in favor of another Lender or other party, the Administrative Agent shall not unreasonably withhold or delay the granting of such request; provided that (i) no default or Event or Default has occurred and is continuing under this Agreement or any other agreement; (ii) no default or Event of Default would arise under this Agreement or any other agreement as a result of such incurrence of additional indebtedness; and (iii) the Administrative Agent determines, in its sole discretion, that, after giving effect to such request, the value of the Collateral as to which the Administrative Agent possesses a first priority security interest would be satisfactory to fully support and secure (Including with an adequate collateral cushion as the Administrative Agent may determine) the amount of the Total Credit Line and all of the Borrowers’ covenant requirements and other obligations under this Agreement and all other agreements.”
Incurrence of Additional Indebtedness. Borrower shall not incur any Indebtedness or other liabilities other than (i) the Obligations, (ii) operating and equipment leases entered into in the ordinary course of Borrower’s business, (iii) tenant security deposits, (iv) non-delinquent, accrued but unpaid real estate taxes and insurance premiums, (v) other trade payables in respect of operating expenses (which, for clarity, shall specifically include trade payables related to capital expenditures, tenant improvement costs and leasing commissions) incurred in the ordinary course, (vi) (A) any Swap Agreement with Xxxxx Fargo as the counterparty and (B) any Swap Agreement entered into in connection with the Loan, provided such Swap Agreement has been approved by Administrative Agent (not to be unreasonably withheld) and (vii) obligations in connection with posting a bond required by a Governmental Authority in connection with the operation of the Property. Further, the sum of the liabilities referred to in clauses (ii) and (v) shall at no time exceed $1,000,000, in the aggregate; provided, for purposes of determining whether the foregoing thresholds have been exceeded, only those liabilities referred to in clause (v) that have been delinquent for more than thirty (30) days shall be included in such calculation.
Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Indebtedness, except that on or after the date that is the three year anniversary of the Issue Date, the Company and any Subsidiary Guarantor may Incur Indebtedness if immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Company’s Consolidated Net Leverage Ratio is equal to or less than 3.00 to 1.00.
(b) Notwithstanding clause (a) above, the Company and its Restricted Subsidiaries (other than (i) Arazi Holdco 1 and Lancaster Holdco 1 and any of their respective Subsidiaries and (ii) Olinda Star and any of its respective Subsidiaries unless and until Olinda Star has (x) provided a valid and binding Note Guarantee as described in Section 10.05(a) hereof and (y) delivered the valid and perfected Liens and other documents described in Section 4.19 hereof, including the related Springing Security Documents, as applicable) may Incur the following Indebtedness (“Permitted Indebtedness”):
(1) Indebtedness in respect of the Securities issued on the Issue Date, plus any PIK Securities issued in accordance with Section 2.13, less the amounts paid in accordance with Section 4.01 and, in each case, and the Note Guarantees associated thereto;
Incurrence of Additional Indebtedness. The Company shall not, and shall not cause or permit any of its Subsidiaries, directly or indirectly, to Incur, or remain or become directly or indirectly liable with respect to, any Indebtedness, except for the following ("Permitted Indebtedness"):
Incurrence of Additional Indebtedness. (a) The Borrower will not incur, assume or guarantee any Indebtedness other than (i) the Loan and Indebtedness incurred pursuant to the Loan Documents, (ii) Indebtedness incurred by the Borrower or any Guarantor to fund deficiencies in Operating Expenses of the Mortgaged Properties or Capital Expenditures for the Mortgaged Properties which, in either case, are fully subordinated to the Loan on terms with subordination and standstill provisions approved by the Administrative Agent; and (iii) Indebtedness relating to Capital Leases and Purchase Money Debt included in the then current Annual Budget accepted by the Administrative Agent pursuant to Section 6.20.
(b) The Borrower will cause the Guarantors not to incur, assume or guarantee any Indebtedness other than (i) Indebtedness incurred to the Borrower, the Borrower’s Members or another Guarantor to fund deficiencies in Operating Expenses of the Facilities or Capital Expenditures for the Facilities which, in either case, are fully subordinated to the Loan on terms and with subordination and standstill provisions approved by the Administrative Agent and (ii) Indebtedness listed on Exhibit 5.23(b).
Incurrence of Additional Indebtedness. Without the prior consent of the Requisite Noteholders, the Company shall not issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than the Notes issued, or to be issued, hereunder, trade accounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the Requisite Noteholders, other than the incurrence of debt solely to fund the repayment of the Notes.
Incurrence of Additional Indebtedness. Borrowers shall not incur any Indebtedness or other liabilities other than (i) the Obligations, (ii) operating and equipment leases entered into in the ordinary course of Borrowers’ business, (iii) tenant security deposits, (iv) non-delinquent, accrued but unpaid real estate taxes and insurance premiums, (v) other trade payables in respect of operating expenses (which, for clarity, shall specifically include capital expenditures, tenant improvement costs and leasing commissions) incurred in the ordinary course, (vi) any indebtedness, obligations or other liabilities (other than interest expense liability) in respect of interest rate swap, collar, cap or similar agreements providing interest rate protection and foreign currency exchange agreements (excepting, however, (A) any swap, collar, cap or similar agreement with Xxxxx Fargo Bank as the counterparty and (B) any Swap Agreement entered into in connection with the Loan, provided such Swap Agreement has been approved by Administrative Agent) and (vii) obligations in connection with posting a bond required by a Governmental Authority in connection with the operation of one or more of the Properties. Further, the sum of the liabilities referred to in clauses (ii) and (v) shall at no time exceed the lesser of (x) an amount equal to $500,000 per Property and (y) an amount (in the aggregate for al Properties) equal to one and one-half percent (1.5%) of the Aggregate Commitment; provided, for purposes of determining whether the foregoing thresholds has been exceeded, only those liabilities referred to in clause (v) that have been outstanding for more than thirty (30) days shall be included in such calculation.
Incurrence of Additional Indebtedness. Borrower shall not incur any Indebtedness or other liabilities other than (i) the Obligations, (ii) operating and equipment leases entered into in the ordinary course of Borrower’s business, (iii) tenant security deposits, (iv) non-delinquent, accrued but unpaid real estate taxes and insurance premiums, (v) other trade payables in respect of operating expenses incurred in the ordinary course, and (vi) any indebtedness, obligations or other liabilities (other than interest expense liability) in respect of interest rate swap, collar, cap or similar agreements providing interest rate protection and foreign currency exchange agreements (excepting, however, any swap, collar, cap or similar agreement with Xxxxx Fargo Bank as the counterparty). Further, the sum of the liabilities referred to in clauses (ii) and (v) shall at no time exceed $1,000,000 in the aggregate; provided, for purposes of determining whether the foregoing threshold has been exceeded, only those liabilities referred to in clause (v) that have been outstanding for more than thirty (30) days shall be included in such calculation.
Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any Subsidiary to, incur any Indebtedness that ranks senior to the Notes and that is secured by a perfected first priority security interest in the assets of the Company or any of its Subsidiaries; provided, however, the Company and/or its Subsidiaries may incur or issue, and the foregoing sentence shall not prohibit: (a) any Indebtedness that is authorized by the Holders of at least 51% in aggregate principal amount of Notes then outstanding in accordance with this Indenture; and (b) for the avoidance of doubt, any securitization financings that may be completed from time to time by the Company and/or its Subsidiaries, including any such securitization financings that involve security interests granted by the Company and/or its Subsidiaries in respect of the applicable securitized assets.
