Common use of Limitations on Debt, Actions Clause in Contracts

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, (A) the Loan, (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; (viii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrower; or (ix) take any Material Action without the unanimous written consent of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of Holdco.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, each Borrower shall not, while the Loan is outstanding: (i) other than with respect to the pledge of its assets to secure the debt of the other Borrowers and the obligations of Guarantor under a Secured Hedge Agreement, guarantee any obligation of any Person, including any AffiliateAffiliate of Borrower, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.25.18; (iii) incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (A) the Loan, ; (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documentsapplicable Project; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower Borrowers may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of each Borrower’s businessbusiness or other than in accordance with the Loan Documents; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) Except for ARHC FXXXXXX00, LLC which owns three Projects in Pennsylvania, own any asset or property other than the Property applicable Project (or an undivided interest therein) and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrowerapplicable Project; or (ix) take any Material Action without the unanimous written consent of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of Holdcoapproval required under the applicable Borrower’s Formation Documents.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of BorrowerBorrower or Operating Lessee, neither Borrower nor Operating Lessee shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; ; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; Section; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, (A) the Loan, (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and Indebtedness which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; ; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except (A) as otherwise permitted under this Agreement, and (B) that Borrower and Operating Lessee may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; , as applicable; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; entity; (viiivii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProperty; or or (ixviii) take any Material Action material action without the unanimous written consent approval of all partners or members of Borrower or SPE PartyOperating Lessee, as applicable, including any Independent Managers of Holdco.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any AffiliateAffiliate of Borrower, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers;; LOAN AGREEMENT – Page 50[Summit Pxxxxxxxxx] (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.25.17; (iii) incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (A) the Loan, Loan and (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property Project and which shall (1) not to exceed two percent (2%) of the outstanding balance of the Loan, and which is (2) not be evidenced by a note and which must note, (3) be paid within sixty (60) days days, and which are (4) otherwise expressly be permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) own any asset or property other than the Property Project (or an undivided interest therein) and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProject; or (ix) take any Material Action without the unanimous written consent approval of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoBorrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, (A) the Loan, (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the LoanLoan (excluding from such maximum any leasing commissions and tenant improvement costs and the cost of the Deferred Maintenance set forth on Exhibit E-1 hereof), and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; (viii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrower; or (ix) take any Material Action without the unanimous written consent of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of Holdco.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of BorrowerBorrower and Operating Lessee, neither Borrower shall not, while the Loan is outstandingnor Operating Lessee shall: (i) Except as between Borrower and Operating Lessee, guarantee any obligation of any Personperson or entity, including any Affiliate, or become obligated for the debts of any other Person person or entity or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowersperson or entity; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2Section; (iii) incur, create or assume any indebtedness or liabilities liabilities, secured or unsecured, direct or contingent, other than, with respect to Borrower only, (A) than the Loan, (B) obligations for which Lender is collecting an Impoundthe Interest Rate Protection Agreement, and (C) under the Operating Lease Documents, unsecured trade payables incurred in the ordinary course of its business (and if Borrower elects to commence construction of the Expansion, not in connection with the Construction Agreement) that are related to the ownership and operation of the Property Property, and equipment leases not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents$2,500,000 at any time outstanding; (iv) except as contemplated by this Agreement, make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documentsperson or entity; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s businessor Operating Lessee’s business except as permitted by this Agreement; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash person or investment-grade securities)entity; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) own any asset or property other than the Property Property, the Operating Lease, the FF&E and other incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProperty; or (ix) take any Material Action without the unanimous written consent approval of all partners or members of Borrower and Operating Lessee, file for voluntary bankruptcy, petition for the appointment of a receiver for its property, make a general assignment for the benefit of its creditors or SPE Partyfile for dissolution. No debt other than the Loan may be secured by any direct or indirect interest in the Property, the Operating Lessee or the Borrower, whether senior, subordinate or pari passu, provided, however, that any Swap Agreement that is a Secured Interest Rate Protection Agreement shall be secured by the Security Instrument on a pari passu basis with the other Secured Obligations (as applicable, including any Independent Managers of Holdcodefined in the Security Instrument) pursuant to the terms therein.

Limitations on Debt, Actions. Notwithstanding anything Each of Borrower and Operating Tenant represents, warrants and covenants, as to itself, that, from and after the contrary in Closing Date for so long as any obligation under the Loan Documents or in any other document governing the formation, management or operation of Borrowerremains outstanding, Borrower shall not, while the Loan is outstanding: (i) Except for the Obligations of Borrower and Operating Tenant under the Loan Documents, guarantee any obligation of any Person, including any AffiliateAffiliate of Borrower or Operating Tenant, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) as to Borrower, engage, directly or indirectly, in any business other than as required or permitted to be performed under this is consistent with the limited purpose set forth in Section 5.26.17(a) hereof; (iii) incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (A) the Loan, ; (B) obligations for which Lender is collecting an Impound, Secured Hedge Agreements and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property Project and which shall (1) not to exceed two percent (2%) of the outstanding balance of the Loan, and which is (2) not be evidenced by a note and which must note, (3) be paid within sixty (60) days days, and which are (4) as otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, Person (except that Borrower and/or Operating Tenant may invest in those investments permitted under the Loan Documents); (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s businessor Operating Tenant’s business or as otherwise permitted under the Loan Documents; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) own any asset or property other than the Property Project (or an undivided interest therein) and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProject; or (ix) take any Material Action without the unanimous written consent approval of all partners or members of Borrower Borrower, with respect to Borrower, or SPE Partyall members of Operating Tenant, as applicable, including any Independent Managers of Holdcowith respect to Operating Tenant.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of BorrowerBorrower or Operating Lessee, neither Borrower shall not, while the Loan is outstanding:nor Operating Lessee shall (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by provided, Borrower may under certain circumstances become liable for the Loan Documents with respect to other Borrowers; obligations of Operating Lessee under the Management Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; Section; (iii) incur, create or assume any indebtedness or liabilities other thanthan those liabilities set forth in the Management Agreement, with respect to Borrower only, (A) the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (B) obligations for which Lender is collecting and any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an Impound, aggregate value not greater than $500,000.00 and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the LoanProperty, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; ; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; ; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; entity; (viiivii) own any asset or property other than the Property Property, the Personal Property, and other incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrower; or (ix) take any Material Action without the unanimous written consent of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoProperty.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, each Borrower shall not, while the Loan is outstanding: (i) other than pursuant to the Loan Documents, including with respect to the pledge of its assets to secure the debt of the other Borrowers, guarantee any obligation of any Person, including any AffiliateAffiliate of any Borrower, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.25.17; (iii) incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (A) the Loan, Loan and (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property Projects and which shall (1) not to exceed two five percent (25%) of the outstanding balance of the Loan, and which is (2) not be evidenced by a note and which must note, (3) be paid within sixty (60) days or such longer period not in violation thereof, and which are (4) otherwise expressly be permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower Borrowers may invest in those investments permitted under the Loan DocumentsDocuments and may make loans to the Operators to finance capital expenditures at the Projects; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of each Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securitiessecurities or in connection with financing capital expenditures at any Project); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) own any asset or property other than the Property Leases or Projects (or an undivided interest therein) and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerLeases and the Projects; or (ix) take any Material Action without the unanimous written consent approval of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of Holdcoeach Borrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: not (i) guarantee any obligation of any Personperson or entity, including any Affiliate, or become obligated for the debts of any other Person person or entity or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; person or entity; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; Section; (iii) incurincur any additional indebtedness, create other than (a) ordinary course obligations (including trade payables or assume accruals, tenant allowances, leasing commissions and payments due contractors, but excluding any indebtedness or liabilities other than, additional borrowed money) incurred in connection with respect Borrower’s permitted scope of business as referred to Borrower onlyabove, (Ab) the Loanindebtedness related to third party financing of furniture, fixtures and equipment in an aggregate not to exceed $5,000,000, (Bc) obligations for which Lender is collecting an Impoundliabilities associated with Swap Agreements, and (Cd) unsecured trade payables incurred liabilities under letters of credit required in connection with the ordinary course of its business that are related to the ownership and operation development of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; Project; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Personperson or entity, except that Borrower may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; business except as expressly permitted herein or in the other Loan Documents; (vi) buy or hold evidence of indebtedness issued by any other Person person or entity (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, except in accordance with respect to SPE Party, its ownership interest in Borrower; Section 9.22(c); (viii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProperty; or or (ix) take any Material Action of the following actions without the unanimous written consent approval of all partners or members of Borrower: the filing by the Borrower of a petition or answer seeking reorganization or arrangement with creditors or an answer, admitting the material allegations of a petition filed against it in bankruptcy, reorganization or insolvency proceedings, or approving a petition seeking reorganization of the Borrower or SPE Partyappointing a receiver, as applicabletrustee, including or liquidator of all or substantial portion of the assets of Borrower, or the dissolution of Borrower. No debt other than the Loan may be secured by the Property or any Independent Managers of Holdcodirect or indirect interest in Borrower owned by Taubman, whether senior, subordinate or pari passu.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, each Borrower shall not, while the Loan is outstanding: (i) other than with respect to the pledge of its assets to secure the debt of the other Borrowers, guarantee any obligation of any Person, including any AffiliateAffiliate of any Borrower, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.26.17; (iii) incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (A) the Loan, Loan and (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property Projects and which shall (1) not to exceed two percent (2%) of the outstanding balance of the Loan, and which is (2) not be evidenced by a note and which must note, (3) be paid within sixty (60) days days, and which are (4) otherwise expressly be permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower Borrowers may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of each Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) own any asset or property other than the Property Projects (or an undivided interest therein) and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProjects; or (ix) take any Material Action without the unanimous written consent approval of all partners or members of each Borrower or SPE Party, as applicable, including any Independent Managers of Holdcoand its manager.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: not (i) guarantee any obligation of any Personperson or entity, including any Affiliateaffiliate, or become obligated for the debts of any other Person person or entity or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; person or entity; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; intentionally omitted; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, (A) than the Loan, (B) obligations for which Lender is collecting an Impoundany Swap Agreement between Borrower and a Lender, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property Property, do not to exceed two five percent (25%) of the outstanding balance of the Loanaggregate Commitment, and which is are not evidenced by a note note, and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; ; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Personperson or entity, except that Borrower may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; ; (vi) buy or hold evidence of indebtedness issued by any other Person person or entity (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; entity; (viiivii) own any asset or property other than the Property and incidental personal property; or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrower; or (ixviii) take any Material Action material action without the unanimous written consent approval of all partners or members shareholders of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoBorrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of BorrowerBorrower or Operating Lessee, neither Borrower nor Operating Lessee shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by provided, Borrower may under certain circumstances become liable for the Loan Documents with respect to other Borrowers; obligations of Operating Lessee under the Management Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; Section; (iii) incur, create or assume any indebtedness or liabilities other thanthan those liabilities set forth in the Management Agreement, with respect to Borrower onlythe Asset Management Agreement, (A) the Development Management Agreement, the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (B) obligations for which Lender is collecting and any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an Impound, aggregate value not greater than $500,000.00 and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the LoanProperty, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; ; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; ; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; entity; (viiivii) own any asset or property other than the Property Property, the Personal Property, and other incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrower; or (ix) take any Material Action without the unanimous written consent of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoProperty.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of BorrowerBorrower and Non-Borrower Mortgagors, Borrower and Non-Borrower Mortgagors shall not, while the Loan is outstanding: not (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; ; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; Section; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, (A) than the Loan, (B) obligations for which Lender is collecting an Impoundthe Swap Contract or other interest rate swap transaction, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; ; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; ; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; entity; (viiivii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProperty; or or (ixviii) take any Material Action material action without the unanimous written consent approval of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoBorrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of BorrowerBorrower and Non-Borrower Mortgagors, Borrower and Non-Borrower Mortgagors shall not, while the Loan is outstanding: (i) except for the joint and several liability of the entities comprising Borrower for the Loan, guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2Section; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, (A) the Loan, , (B) obligations for which Lender is collecting an Impound, and any Swap Contract, (C) property taxes and assessments with respect to the Property, and (D) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerthan the Permitted Subsidiary; (viii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrowerother than the Permitted Subsidiary; or (ix) take any Material Action material action without the unanimous written consent approval of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoBorrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while without the Loan is outstanding: prior written consent of Administrative Agent and the Requisite Lenders, (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; ; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; Section; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, (A) than the Loan, (B) obligations for which Lender is collecting an Impoundany Swap Agreement, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; ; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; ; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; entity; (viiivii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProperty; or or (ixviii) take any Material Action material action without the unanimous written consent approval of all partners or members of Borrower. To the extent Borrower is allowed to incur debt in accordance with the terms of this Agreement, then any such debt which is payable to an Affiliate of Borrower or SPE Party, as applicable, including any Independent Managers of Holdcoshall be expressly subordinate to the Loan.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, each Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any AffiliateAffiliate of any Borrower, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.26.17; (iii) incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (A) the Loan, Loan and (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property Projects and which shall (1) not to exceed two percent (2%) of the outstanding balance of the Loan, and which is (2) not be evidenced by a note and which must note, (3) be paid within sixty (60) days days, and which are (4) otherwise expressly be permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower Borrowers may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of each Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) own any asset or property other than the Property Projects (or an undivided interest therein) and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProjects; or (ix) take any Material Action without the unanimous written consent approval of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of Holdcoeach Borrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: (ia) guarantee any obligation of any Personperson or entity, including any Affiliateaffiliate, or become obligated for the debts of any other Person person or entity or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowersperson or entity; (iib) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2Section; (iiic) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, : (Ai) the Loan, , (Bii) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documentsany Permitted Debt; (ivd) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Personperson or entity, except that Borrower may invest in those investments permitted under the Loan Documents; (ve) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer Transfer of any of its assets outside the ordinary course of Borrower’s business; (vif) buy or hold evidence of indebtedness issued by any other Person person or entity (other than cash or investment-grade securities); (viig) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viiih) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect Property; (i) take any material action without the unanimous written approval of all partners of Borrower to SPE Party, the extent required under its ownership interest in Borrowerorganizational documents; or (ixj) take (i) create or adopt a Plan of Division, or file a Certificate of Division, or otherwise effectuate a LLC Division of any Material Action such entity or Person; (ii) be liquidated, terminated, dissolved, or merged or consolidated into another entity (including, in each case, without limitation, pursuant to an LLC Division or LP Division); (iii) be divided into two or more Persons, including, without limitation, becoming a Divided LLC/LP (whether or not the unanimous written consent original Person survives such division); (iv) be created, or reorganized into, one or more series pursuant to an LLC Division, an LP Division or otherwise; or (v) fail or cease to be in good standing in the state where the Property is located and/or the state of all partners its incorporation or members of Borrower or SPE Partyorganization, as applicable, including any Independent Managers of Holdcoif different.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, so long as any of the Loans are outstanding, such Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by other than in connection with the Loan Documents with respect to other BorrowersDocuments; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2Agreement; (iii) incur, create or assume any indebtedness or liabilities Indebtedness other than, with respect to Borrower only, : (A) the Loan, Loans; (B) obligations for which Lender is collecting an Impound, any Specified Derivatives Contracts; and (C) unsecured trade payables incurred in the ordinary course of its business that that: (1) are related to the ownership and operation of the Property Property; (2) in the case of all Borrowers collectively, do not to exceed two percent (2%) of the outstanding balance of the Loan, and which is Loans; (3) are not evidenced by a note promissory note; and which must be (4) are paid within sixty (60) days and which are otherwise expressly permitted under of the Loan Documentsdate the applicable Borrower has received an invoice for such liability; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except Person (other than cash and investment-grade securities issued by a Person that Borrower may invest in those investments permitted under the Loan Documentsis not an Affiliate of or subject to common ownership with such Borrower); (v) to the fullest extent permitted by lawApplicable Law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer Transfer of any of its assets outside the ordinary course of such Borrower’s business, except for a Permitted Property Transfer or a Permitted Equity Transfer; (vi) buy or hold evidence of indebtedness Indebtedness issued by any other Person (other than cash or investment-grade securities)Person; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in BorrowerPerson; (viii) own any asset or property other than the Property Borrowing Base Properties and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrowerthereof; or (ix) take any Material Action file a voluntary bankruptcy, join or acquiesce in the filing of an involuntary bankruptcy, or make an assignment for the benefit of creditors, without the unanimous written consent approval of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of Holdcosuch Borrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2Section; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, than (A) the Loan, Loan and (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is are not evidenced by a note and which note, must be paid within sixty (60) 60 days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in BorrowerPerson; (viii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrower; orProperty; (ix) take any Material Action without the unanimous written consent approval of all partners or members of Borrower Borrower; (x) amend, modify or SPE Partyotherwise change its organizational documents with respect to the Single Purpose Entity Requirements; or (xi) permit any indebtedness, as applicableother than the Loan, including any Independent Managers of Holdco.to be secured by the Property

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, (A) the Loan, (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the LoanLoan (excluding from such maximum any leasing commissions and tenant improvement costs), and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; (viii) own any asset or property other than the Property and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrower; or (ix) take any Material Action without the unanimous written consent of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoBorrower or SPE Party.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.26.17; (iii) incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (A) the Loan, Loan and (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property a Project and which shall (1) not to exceed two percent (2%) of the outstanding balance of the Loan, and which is (2) not be evidenced by a note and which must note, (3) be paid within sixty (60) days days, and which are (4) otherwise expressly be permitted under the Loan Documents;; LOAN AGREEMENT – Page 52[Heritage Wxxxx] (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) own any asset or property other than the Property a Project (or an undivided interest therein) and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrowersuch Project; or (ix) take any Material Action without the unanimous written consent approval of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoBorrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: not (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; ; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; Section; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, than (A) the Loan, ; (B) obligations for which Lender is collecting an Impound, interest rate swap transaction; (C) taxes applicable to the Property or Improvements; and (CD) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property and Improvements not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; ; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; ; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; entity; (viiivii) own any asset or property other than the Property and Improvements and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrowerand Improvements; or or (ixviii) take any Material Action material action without the unanimous written consent approval of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of HoldcoBorrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, while the Loan is outstanding: (i) : guarantee any obligation of any Person, including including, without limitation, any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by Person other than pursuant to the Loan Documents with respect to other Borrowers; (ii) and the Environmental Indemnity Agreement; engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; (iii) Article VI; incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (Ax) the Loan, (B) obligations for which Lender is collecting an Impound, and (Cy) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property Project and/or the Property, and that, in the case of clause (y) shall ( A) not to exceed two percent (2%) of the outstanding balance of the Loan, and which is ( B) not be evidenced by a note and which must note, ( C) be paid within sixty (60) days days, and which are ( D) otherwise expressly be permitted under the Loan Documents; Documents and (ivz) Debt held by members of Borrower or Affiliates of members of Borrower that is expressly subordinate to the Loan, is not to be satisfied in whole or in part prior to the satisfaction in full of the Loan, and is not secured by any portion of the Project and/or the Property; make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) investment-grade securities; to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s 's business; (vi) ; buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) ; form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; (viii) entity; own any asset or property other than the Property Property, and incidental personal or intangible property necessary for the development, ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProject and/or the Property; or (ix) or take any Material Action material action without the unanimous written consent approval of Guarantor and all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of Holdcoother required parties under Xxxxxxxx's organizational documents.

Limitations on Debt, Actions. Notwithstanding Except as expressly permitted in the Loan Documents and notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, no Borrower shall not, while the Loan is outstanding: (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; ; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.2; 7.1; (iii) incur, create or assume any indebtedness or liabilities other than, with respect to Borrower only, than (A) the Loan, ; (B) obligations for which Lender is collecting an Impound, any Swap Agreement between Borrower and Lender; (C) unsecured trade payables incurred in the ordinary course of its business that are related taxes applicable to the ownership applicable Property; (D) any Permitted Debt; and operation of the Property not to exceed two percent (2%E) of the outstanding balance of the Loantenant improvement and leasing commission liability, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; not financed outside this Loan; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that a Borrower may invest in those investments permitted under the Loan Documents; ; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; ; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); ; (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrower; entity; (viiivii) own any asset or property other than the Property Properties and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in BorrowerProperties; or or (ixviii) take any Material Action material action without the unanimous written consent approval of all partners or members of Borrower or SPE Partyand general partners, as applicable, including any Independent Managers whose approval is required by the organizational documents of Holdcoeach Borrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, each Borrower shall not, while the Loan is outstanding: (i) other than with respect to the pledge of its assets to secure the debt of the other Borrowers and the obligations of Guarantor under a Secured Hedge Agreement, guarantee any obligation of any Person, including any AffiliateAffiliate of Borrower, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except as contemplated by the Loan Documents with respect to other Borrowers; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.25.18; (iii) incur, create or assume any indebtedness or liabilities Debt other than, with respect to Borrower only, than (A) the Loan, Loan and (B) obligations for which Lender is collecting an Impound, and (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property applicable Project and which shall (x) not to exceed two percent (2%) of the outstanding balance of the Loan, and which is (y) not be evidenced by a note note, and which must (z) be paid within sixty (60) days and which are otherwise expressly the time period permitted under the Loan Documentsterms of the applicable vendor’s contract (or 120 days if no period is specified) (provided, however, that such periods shall not apply with respect to any invoice that is being contested in good faith and in a timely manner by such Borrower); (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower Borrowers may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of each Borrower’s businessbusiness or other than in accordance with the Loan Documents; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than, with respect to SPE Party, its ownership interest in Borrowerentity; (viii) own any asset or property other than the Property applicable Project (or an undivided interest therein) and incidental personal or intangible property necessary for the ownership or operation of the Property or, with respect to SPE Party, its ownership interest in Borrowerapplicable Project; or (ix) take any Material Action without the unanimous written consent of all partners or members of Borrower or SPE Party, as applicable, including any Independent Managers of Holdcoapproval required under the applicable Borrower’s Formation Documents.