Common use of Limiting Agreements Clause in Contracts

Limiting Agreements. (a) Neither Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ or any of their respective Subsidiaries’ ability to pledge to Agent any Unencumbered Borrowing Base Properties as security for the Obligations. Borrower shall take, and shall cause the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, the Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors or any of their respective Subsidiaries. Notwithstanding anything to the contrary in this §7.12, the provisions of this §7.12 shall not apply to any agreement evidencing other Unsecured Indebtedness of the Borrower, REIT or any of their respective Subsidiaries which requires the use of Unencumbered Borrowing Base Properties as a borrowing base for other Unsecured Indebtedness or which contains financial covenants of a similar type to those in §9.2 and §9.3 of this Agreement.

Limiting Agreements. (a) Neither Borrower, the Guarantors any Guarantor nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ 's or any of their respective Subsidiaries’ Guarantor's ability to pledge to Agent any the Unencumbered Borrowing Base Operating Properties which are owned by the Borrower or such Guarantor as security for the ObligationsLoans; provided that such Persons may enter into an agreement which has the effect of limiting Borrower's or Guarantor's ability to pledge the Unencumbered Operating Properties solely as a result of the operation of a financial covenant which is no more restrictive against such Persons than those financial covenants contained in the Loan Documents. Borrower shall take, and shall cause the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, Borrower and the Guarantors and their respective Subsidiaries to pledge such assets the Unencumbered Operating Properties as security for the Obligations Loans without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors or any of their respective Subsidiaries. Notwithstanding anything to the contrary in this §7.12, the provisions of this §7.12 shall not apply to any agreement evidencing other Unsecured Indebtedness of the Borrower, REIT or any of their respective Subsidiaries which requires the use of Unencumbered Borrowing Base Properties as a borrowing base for other Unsecured Indebtedness or which contains financial covenants of a similar type to those in §9.2 and §9.3 of this Agreement.

Limiting Agreements. (a) Neither Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ or any of their respective Subsidiaries’ ability to pledge to Agent any Unencumbered Borrowing Base Properties as security for the ObligationsLoans. Borrower shall take, and shall cause the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, the Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations Loans without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors or any of their respective Subsidiaries. Notwithstanding anything to ; provided, however the contrary in this §7.12, the provisions of this §7.12 foregoing shall not apply to any agreement evidencing other Unsecured Indebtedness of prevent the Borrower, REIT or any of their respective Subsidiaries which requires Borrower from utilizing the use of Unencumbered Borrowing Base Properties as a borrowing base for to support other Unsecured Indebtedness or which contains financial covenants of a similar type to those unsecured financings and the Guarantors from providing unsecured guaranties in §9.2 and §9.3 of this Agreementconnection with such unsecured financings.

Limiting Agreements. (a) Neither BorrowerAlthough neither the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for the Obligations, the Guarantors neither Borrower nor any of their respective its Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ ’s or any of their respective Subsidiaries’ Guarantor’s ability to pledge to Agent any of the Unencumbered Borrowing Base Properties Pool Assets or Intercompany Loans as security for the ObligationsObligations (provided that the requirement to maintain the Unencumbered Pool Assets and Intercompany Loans unencumbered to support Unsecured Debt permitted by this Agreement shall not violate the foregoing covenant). Borrower shall take, and shall cause the Guarantors and their respective its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, the Borrower and Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors Borrower or any of their respective its Subsidiaries. Notwithstanding anything to the contrary in this §7.128.5, the provisions of this §7.12 8.5 shall not apply to any agreement evidencing other Unsecured Indebtedness Debt of the Borrower, REIT or any of their respective Subsidiaries Borrower permitted pursuant to §8.2(i) which requires the use of the Unencumbered Borrowing Base Properties Pool Assets or Intercompany Loans as a borrowing base for other such permitted Unsecured Indebtedness Debt or which contains financial covenants of a similar type to those in §9.2 and §9.3 8.1(a) of this Agreement.

Limiting Agreements. (a) Neither BorrowerAlthough neither the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for the Obligations, the Guarantors neither Borrower nor any of their respective its Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ ’s or any of their respective Subsidiaries’ Guarantor’s ability to pledge to Agent any of the Unencumbered Borrowing Base Properties Pool Assets or Intercompany Loans as security for the ObligationsObligations (provided that the requirement to maintain the Unencumbered Pool Assets and Intercompany Loans unencumbered to support the Permitted Unsecured Debt and other Unsecured Debt approved pursuant to §8.2(h) shall not violate the foregoing covenant). Borrower shall take, and shall cause the Guarantors and their respective its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, the Borrower and Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors Borrower or any of their respective its Subsidiaries. Notwithstanding anything to the contrary in this §7.128.5, the provisions of this §7.12 8.5 shall not apply to any agreement evidencing Permitted Unsecured Debt and other Unsecured Indebtedness Debt of the Borrower, REIT or any of their respective Subsidiaries Borrower approved pursuant to §8.2(h) which requires the use of the Unencumbered Borrowing Base Properties Pool Assets or Intercompany Loans as a borrowing base for other such permitted the Unsecured Indebtedness Debt or which contains financial covenants of a similar type to those in §9.2 and §9.3 8.1(a) of this Agreement.

Limiting Agreements. (a) Neither Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ or any of their respective Subsidiaries’ ability to pledge to Agent any Unencumbered Borrowing Base Properties as security for the Obligations. Borrower shall take, and shall cause the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of the Borrower, the Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of the Borrower, the Guarantors or any of their respective Subsidiaries. Notwithstanding anything to , provided, that the contrary in this §7.12, the provisions of this §7.12 foregoing shall not apply to any agreement evidencing other Unsecured Indebtedness of the prohibit Borrower’s, REIT Guarantors’ or any of their respective Subsidiaries which requires the Subsidiaries’ use of Unencumbered Borrowing Base Properties as a borrowing base for other Unsecured Indebtedness or which contains financial covenants of a similar type to those in §9.2 and §9.3 of this AgreementIndebtedness.

Limiting Agreements. (a) Neither BorrowerAlthough neither the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for the Obligations, the Guarantors neither Borrower nor any of their respective its Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ ’s or any of their respective Subsidiaries’ Guarantor’s ability to pledge to Agent any of the Unencumbered Borrowing Base Properties Pool Assets or Intercompany Loans as security for the ObligationsObligations (provided that the requirement to maintain the Unencumbered Pool Assets and Intercompany Loans unencumbered to support the Permitted Unsecured Debt and other Unsecured Debt approved pursuant to §8.2(h)permitted by this Agreement shall not violate the foregoing covenant). Borrower shall take, and shall cause the Guarantors and their respective its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, the Borrower and Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors Borrower or any of their respective its Subsidiaries. Notwithstanding anything to the contrary in this §7.128.5, the provisions of this §7.12 8.5 shall not apply to any agreement evidencing Permitted Unsecured Debt and other Unsecured Indebtedness Debt of the Borrower, REIT or any of their respective Subsidiaries Borrower approvedpermitted pursuant to §8.2(hi) which requires the use of the Unencumbered Borrowing Base Properties Pool Assets or Intercompany Loans as a borrowing base for other such permitted the Unsecured Indebtedness Debt or which contains financial covenants of a similar type to those in §9.2 and §9.3 8.1(a) of this Agreement.

Limiting Agreements. (a) Neither the Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting the Borrower’s, the Guarantors’ or any of their respective Subsidiaries’ ability to pledge to Agent any Unencumbered Borrowing Base Properties Subject Property as security for the Obligations. The Borrower shall take, and shall cause the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of the Borrower, the Guarantors and their respective Subsidiaries to pledge such assets the Subject Properties as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of the Borrower, the Guarantors or any of their respective Subsidiaries. Notwithstanding anything (b) The Borrower shall, upon demand, provide to the contrary in Agent such evidence as the Agent may reasonably require to evidence compliance with this §7.12, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the provisions Borrower’s, any Guarantor’s or any Subsidiary’s ability to pledge Subject Properties as security for Indebtedness, or which provide for the occurrence of this §7.12 shall not apply to any agreement evidencing other Unsecured a default (after the giving of notice or the passage of time, or otherwise) if Subject Properties are pledged in the future as security for Indebtedness of the Borrower, REIT Borrower or any of their respective Subsidiaries which requires the use of Unencumbered Borrowing Base Properties as a borrowing base for other Unsecured Indebtedness or which contains financial covenants of a similar type to those in §9.2 and §9.3 of this AgreementGuarantor.

Limiting Agreements. (a) Neither Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s's, the Guarantors’ ' or any of their respective Subsidiaries’ ' ability to pledge to Agent any Unencumbered Borrowing Base Properties as security for the Obligations. Borrower shall take, and shall cause the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, the Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors or any of their respective Subsidiaries. Notwithstanding anything to , provided, that the contrary in this §7.12, the provisions of this §7.12 foregoing shall not apply to any agreement evidencing other Unsecured Indebtedness of the prohibit Borrower's, REIT Guarantors' or any of their respective Subsidiaries which requires the Subsidiaries' use of Unencumbered Borrowing Base Properties as a borrowing base for other Unsecured Indebtedness or which contains financial covenants of a similar type to those in §9.2 and §9.3 of this AgreementIndebtedness.