Common use of Limitations on Indebtedness, Actions Clause in Contracts

Limitations on Indebtedness, Actions. Notwithstanding anything to the contrary in this Agreement or in any other document governing the formation, management or operation of the Partnership, so long as any obligation under the Note Documents is outstanding the Partnership shall 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 (other than the Crest Obligation); (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under Section 1.2 of this Agreement; (iii) incur, create or assume any indebtedness or liabilities other than (A) the Obligations, (B) the Crest Obligation and (C) indebtedness and liabilities incurred by the Partnership that are permitted under the Note 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 the Partnership may invest in those investments permitted under the Note Documents; (v) to the fullest extent permitted by law, engage in any dissolution or liquidation, or (except as permitted under the Note Documents) any consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Partnership’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities or as otherwise permitted under the Note Documents); (vii) own any asset or property other than the Project and incidental personal and real property necessary for the ownership or operation of the Project and interests in any subsidiaries permitted under the Note Documents; (viii) take any Material Action without the unanimous written approval of the entire board of directors of the General Partner, including the Independent Director; or (ix) amend, modify or otherwise change this Agreement with respect to the Single Purpose Entity Requirements or Sections 1.9 or 1.10 hereof.

Limitations on Indebtedness, Actions. Notwithstanding anything to the contrary in this Agreement the Credit Documents or in any other document governing the formation, management or operation of the Partnershipeach Borrower, so long as any obligation under the Note Documents is outstanding the Partnership each Borrower shall not: (i) other than with respect to the Indebtedness permitted under Section 7.02(d) and the pledge of its assets to secure the Indebtedness of the other Borrowers hereunder, 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 (other than the Crest Obligation)Person; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under Section 1.2 of this AgreementSection; (iii) incur, create or assume any indebtedness or liabilities Indebtedness other than (A) the Obligations, Loan and (B) unsecured trade payables incurred in the Crest Obligation ordinary course of its business that are related to the ownership and operation of the Borrowing Base Assets and which shall (1) not be evidenced by a note, and (2) be paid within sixty (60) days, and (C) indebtedness and liabilities incurred by the Partnership that are permitted under the Note Documents;Indebtedness described in Section 7.02. (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 the Partnership may invest in other than (A) those investments permitted under the Note DocumentsCredit Documents and (B) the amounts reflected as "due from Parent" on accounting records in connection with the operation of the Parent Cash Management System; (v) to the fullest extent permitted by law, engage in any dissolution or dissolution, liquidation, or (except as permitted under the Note Documents) any consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Partnership’s each Borrower's business;, except as permitted under Section 7.03. (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities or as otherwise permitted under the Note Documentssecurities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (viii) own any asset or property other than the Project Borrowing Base Assets (or an undivided interest therein) and incidental personal and real property necessary for the ownership or operation of the Project and interests in any subsidiaries permitted under the Note Documents;Borrowing Base Assets; or (viiiix) take any Material Action without the unanimous written approval of the entire board all members or partners of directors of the General Partner, including the Independent Director; or (ix) amend, modify or otherwise change this Agreement with respect to the Single Purpose Entity Requirements or Sections 1.9 or 1.10 hereofeach Borrower.

Limitations on Indebtedness, Actions. Notwithstanding anything to the contrary in this Agreement or in any other document governing the formation, management or operation of the Partnership, so long as any obligation under the Note Documents is outstanding the Partnership shall 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 (other than the Crest Obligation); (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under Section 1.2 of this Agreement; (iii) incur, create or assume any indebtedness or liabilities other than (A) the Obligations, (B) the Crest Obligation and (C) indebtedness and liabilities incurred by the Partnership that are permitted under the Note 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 the Partnership may invest in those investments permitted under the Note Documents; (v) to the fullest extent permitted by law, engage in any dissolution or liquidation, or (except as permitted under the Note Documents) any consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Partnership’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities or as otherwise permitted under the Note Documents); (vii) own any asset or property other than the Project and incidental personal and real property necessary for the ownership or operation of the Project and interests in any subsidiaries permitted under the Note Documents; (viii) take any Material Action without the unanimous written approval of the entire board of directors managers of the General Partner, including the Independent DirectorManager; or (ix) amend, modify or otherwise change this Agreement with respect to the Single Purpose Entity Requirements or Sections 1.9 or 1.10 hereof.

Limitations on Indebtedness, Actions. Notwithstanding anything to the contrary in this Agreement the Credit Documents or in any other document governing the formation, management or operation of the Partnershipeach Borrower, so long as any obligation under the Note Documents is outstanding the Partnership each Borrower shall not: (i) other than with respect to the Indebtedness permitted under Section 7.02(d) and the pledge of its assets to secure the Indebtedness of the other Borrowers hereunder, 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 (other than the Crest Obligation)Person; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under Section 1.2 of this AgreementSection; (iii) incur, create or assume any indebtedness or liabilities Indebtedness other than (A) the Obligations, Obligations and (B) unsecured trade payables incurred in the Crest Obligation ordinary course of its business that are related to the ownership and operation of the Borrowing Base Assets and which shall (1) not be evidenced by a note, and (2) be paid within sixty (60) days, and (C) indebtedness and liabilities incurred by the Partnership that are permitted under the Note Documents;Indebtedness described in Section 7.02. (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 the Partnership may invest in other than (A) those investments permitted under the Note DocumentsCredit Documents and (B) the amounts reflected as "due from Parent" on accounting records in connection with the operation of the Parent Cash Management System; (v) to the fullest extent permitted by law, engage in any dissolution or dissolution, liquidation, or (except as permitted under the Note Documents) any consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Partnership’s each Borrower's business;, except as permitted under Section 7.03. (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities or as otherwise permitted under the Note Documentssecurities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (viii) own any asset or property other than the Project Borrowing Base Assets (or an undivided interest therein) and incidental personal and real property necessary for the ownership or operation of the Project and interests in any subsidiaries permitted under the Note Documents;Borrowing Base Assets; or (viiiix) take any Material Action without the unanimous written approval of the entire board all members or partners of directors of the General Partner, including the Independent Director; or (ix) amend, modify or otherwise change this Agreement with respect to the Single Purpose Entity Requirements or Sections 1.9 or 1.10 hereofeach Borrower.

Limitations on Indebtedness, Actions. Notwithstanding anything to the contrary in this Agreement the Credit Documents or in any other document governing the formation, management or operation of the Partnershipeach Borrower, so long as any obligation under the Note Documents is outstanding the Partnership each Borrower shall not: (i) other than with respect to the Indebtedness permitted under Section 7.02(d) and the pledge of its assets to secure the Indebtedness of the other Borrowers hereunder, 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 (other than the Crest Obligation)Person; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under Section 1.2 of this AgreementSection; (iii) incur, create or assume any indebtedness or liabilities Indebtedness other than (A) the Obligations, Loan and (B) unsecured trade payables incurred in the Crest Obligation ordinary course of its business that are related to the ownership and operation of the Borrowing Base Assets and which shall (1) not be evidenced by a note, and (2) be paid within sixty (60) days, and (C) indebtedness and liabilities incurred by the Partnership that are permitted under the Note Documents;Indebtedness described in Section 7.02. (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 the Partnership may invest in other than (A) those investments permitted under the Note DocumentsCredit Documents and (B) the amounts reflected as “due from Parent” on accounting records in connection with the operation of the Parent Cash Management System; (v) to the fullest extent permitted by law, engage in any dissolution or dissolution, liquidation, or (except as permitted under the Note Documents) any consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Partnershipeach Borrower’s business;, except as permitted under Section 7.03. (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities or as otherwise permitted under the Note Documentssecurities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (viii) own any asset or property other than the Project Borrowing Base Assets (or an undivided interest therein) and incidental personal and real property necessary for the ownership or operation of the Project and interests in any subsidiaries permitted under the Note Documents;Borrowing Base Assets; or (viiiix) take any Material Action without the unanimous written approval of the entire board all members or partners of directors of the General Partner, including the Independent Director; or (ix) amend, modify or otherwise change this Agreement with respect to the Single Purpose Entity Requirements or Sections 1.9 or 1.10 hereofeach Borrower.