Common use of Incurrence of Additional Indebtedness Clause in Contracts

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 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 the Property. 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 and (y) an amount 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 The Borrowers shall not not, on or after May 1, 2004, borrow or incur any Indebtedness liability in respect of borrowed-money indebtedness (including, without limitation, loans, notes, bonds or other repurchase obligations in respect of any securitizations), financing or capitalized leases, liabilities other than for the deferred purchase price of property (i) the Obligations, (ii) operating and equipment leases entered into excluding accounts payable arising in the ordinary course of Borrower’s businessbusiness but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property), (iii) tenant security deposits, (iv) non-delinquent, accrued but unpaid real estate taxes and insurance premiums, (v) other trade payables liabilities in respect of operating expenses (whichletters of credit or similar instruments, 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 swaps or similar agreements providing interest rate protection instruments or any guaranties in respect of any of the foregoing if the aggregate amount thereof (excluding any amounts outstanding under this Agreement and foreign currency exchange agreements without double-counting any of the foregoing items) exceeds $75,000,000 unless the Majority Lenders shall have (exceptingprior to the incurrence thereof) consented to the same, however, in writing (A) any swap, collar, cap which consent shall not be unreasonably withheld or similar agreement with Xxxxx Fargo Bank as the counterparty and (B) any Swap Agreement entered into in connection with the Loandelayed), provided such Swap Agreement has been approved that in no case shall any of the foregoing items be incurred if the same are secured by Administrative Agentany of the Collateral (except pursuant to intercreditor agreements in form and substance acceptable to the Majority Lenders) and (vii) obligations in connection with posting a bond required provided further that none of such items shall be secured by a Governmental Authority in connection with the operation assets of the Property. Further, Borrowers other than Collateral if the sum aggregate amount thereof shall exceed $25,000,000 (even if the total amount of the liabilities referred to in clauses items incurred under this clause (ii) and (ve) shall at no time exceed be less than $75,000,000) unless the lesser of Majority Lenders shall have (xprior to the incurrence thereof) an amount equal consented to $500,000 and the same, in writing (y) an amount 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 which consent shall not be included in such calculationunreasonably withheld or delayed).

Incurrence of Additional Indebtedness. Borrower 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 Borrower’s 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 PropertyProperties. 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 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 Borrower’s 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 Loancounterparty, 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 PropertyProperties and (viii) the obligations under the Ground Lease. Further, the sum of the liabilities referred to in clauses (ii) and (v) shall at no time exceed an amount equal to (a) $1,000,000 per Property, or (b) the lesser of (xi) an amount equal to $500,000 and 3,500,000 or (yii) an amount equal to one and one-half percent (1.5%) of the Aggregate Commitmentoutstanding principal amount of the Loan, in the aggregate, for all Properties; provided, for purposes of determining whether the foregoing thresholds has have been exceeded, only those liabilities referred to in clause (v) that have been outstanding for more than thirty (30) days (or, with respect to any payable which by its terms permits a longer payment period, such longer period) shall be included in such calculation.