Common use of Limitation of Indebtedness Clause in Contracts

Limitation of Indebtedness. Excluding the Debt, Partner Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the foregoing, Borrower may incur ordinary trade debt to vendors, and suppliers and providers of services without violation of this Section 9.4. Borrower shall give Lender prior written notice of any proposed Indebtedness for borrowed money and Lender shall inform Borrower in writing of whether it approves or disapproves such proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money shall be placed on the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms satisfactory to Lender, and (f) the terms of the New Loan Documents providing for the principal amount of the Indebtedness evidenced by such New Loan Documents, the interest rate and charges, and the payment terms (including payment dates, payment amounts, and the maturity date for payment of principal and interest, the amount of proceeds to be paid for release or partial release of any Lien) and all other provisions of such New Loan Documents shall be acceptable to Lender and shall not be materially modified without Lender’s prior written consent. Borrower agrees that it shall not enter into any agreement, or permit Borrower-Related Party to enter into any agreement, that is inconsistent with or would cause Borrower to violate the provisions of this Section 9.4. Notwithstanding the foregoing, Lender acknowledges and agrees that its execution of an intercreditor agreement with a New Lender shall be deemed to be Lender’s written consent to any variance contained in such intercreditor agreement from the requirements of this Section 9.4.

Limitation of Indebtedness. Excluding the Debt, Partner Member Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the foregoing, Borrower may incur ordinary trade debt to vendors, and suppliers and providers of services without violation of this Section 9.4. Borrower shall give Lender prior written notice of any proposed Indebtedness for borrowed money and Lender shall inform Borrower in writing of whether it approves or disapproves such proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money shall be placed on the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms satisfactory to Lender, and (f) the terms of the New Loan Documents providing for the principal amount of the Indebtedness evidenced by such New Loan Documents, the interest rate and charges, and the payment terms (including payment dates, payment amounts, and the maturity date for payment of principal and interest, the amount of proceeds to be paid for release or partial release of any Lien) and all other provisions of such New Loan Documents shall be acceptable to Lender and shall not be materially modified without Lender’s prior written consent. Borrower agrees that it shall not enter into any agreement, or permit Borrower-Related Party to enter into any agreement, that is inconsistent with or would cause Borrower to violate the provisions of this Section 9.4. Notwithstanding the foregoing, Lender acknowledges and agrees that its execution of an intercreditor agreement with a New Lender shall be deemed to be Lender’s written consent to any variance contained in such intercreditor agreement from the requirements of this Section 9.4.

Limitation of Indebtedness. Excluding the Debt, Partner the XX Xxxxxxxxx Loan, loans from members of the UDF Group, loans from members of the UMT Group, Member Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the foregoing, Borrower may incur ordinary trade debt to vendors, and suppliers and providers of services without violation of this Section 9.4. Borrower shall give Lender prior written notice of any proposed Indebtedness for borrowed money and Lender shall inform Borrower in writing of whether it approves or disapproves such proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money shall be placed on the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms satisfactory to Lender, and (f) the terms of the New Loan Documents providing for the principal amount of the Indebtedness evidenced by such New Loan Documents, the interest rate and charges, and the payment terms (including payment dates, payment amounts, and the maturity date for payment of principal and interest, the amount of proceeds to be paid for release or partial release of any Lien) and all other provisions of such New Loan Documents shall be acceptable to Lender and shall not be materially modified without Lender’s prior written consent. Borrower agrees that it shall not enter into any agreement, or permit Borrower-Related Party to enter into any agreement, that is inconsistent with or would cause Borrower to violate the provisions of this Section 9.4. Notwithstanding the foregoing, Lender acknowledges and agrees that its execution of an intercreditor agreement with a New Lender shall be deemed to be Lender’s written consent to any variance contained in such intercreditor agreement from the requirements of this Section 9.4.

Limitation of Indebtedness. Excluding the Debt, Partner loans from members of the UDF Group, loans from members of the UMT Group, Member Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the foregoing, Borrower may incur ordinary trade debt to vendors, and suppliers and providers of services without violation of this Section 9.4. Borrower shall give Lender prior written notice of any proposed Indebtedness for borrowed money and Lender shall inform Borrower in writing of whether it approves or disapproves such proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money shall be placed on the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms satisfactory to Lender, and (f) the terms of the New Loan Documents providing for the principal amount of the Indebtedness evidenced by such New Loan Documents, the interest rate and charges, and the payment terms (including payment dates, payment amounts, and the maturity date for payment of principal and interest, the amount of proceeds to be paid for release or partial release of any Lien) and all other provisions of such New Loan Documents shall be acceptable to Lender and shall not be materially modified without Lender’s prior written consent. Borrower agrees that it shall not enter into any agreement, or permit Borrower-Related Party to enter into any agreement, that is inconsistent with or would cause Borrower to violate the provisions of this Section 9.4. Notwithstanding the foregoing, Lender acknowledges and agrees that its execution of an intercreditor agreement with a New Lender shall be deemed to be Lender’s written consent to any variance contained in such intercreditor agreement from the requirements of this Section 9.4.