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. (b) Borrower shall, upon demand, provide to the 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 Borrower’s, any Guarantor’s or any Subsidiary’s ability to pledge Unencumbered Borrowing Base Properties as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if Unencumbered Borrowing Base Properties are pledged in the future as security for Indebtedness of the Borrower, any Guarantor or any Borrowing Base Subsidiary.

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. (b) Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence compliance with this §7.128.5, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the Borrower’s, any Guarantor’s or any SubsidiaryGuarantor’s ability to pledge the Unencumbered Borrowing Base Properties Pool Assets and Intercompany Loans as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if any of the Unencumbered Borrowing Base Properties Pool Assets or Intercompany Loans are pledged in the future as security for Indebtedness of the Borrower, any Guarantor or any Borrowing Base Subsidiary.

Limiting Agreements. (a) Neither Borrower, Should 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 Subsidiaries enter into or modify any agreements or documents pertaining to any agreement evidencing existing or future Indebtedness or Debt Offering providing for Indebtedness in excess of $500,000.00 or any Equity Offering, which agreements or documents include covenants, whether affirmative or negative, or any other Unsecured Indebtedness provision which may have the same practical effect as any of the foregoing, which are individually or in the aggregate more restrictive against the Borrower, REIT the Guarantors or their respective Subsidiaries than those set forth in Articles 8 or 9 of this Agreement, the Borrower shall promptly notify the Agent and, if requested by the Agent or the Required Lenders, the Borrower, the Agent, and the Lenders shall promptly amend this Agreement and the other Loan Documents to include some or all of such more restrictive provisions as determined by the Agent or the Required Lenders in their sole discretion, and the Borrower shall cause the Guarantors to consent to such amendment. The Borrower agrees to deliver to the Agent copies of any agreements or documents (or modifications thereof) pertaining to existing or future Indebtedness, Debt Offering or Equity Offering from the Borrower, the Guarantors 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. (b) Borrower shall, upon demand, provide to the Agent such evidence as the Agent from time to time may reasonably require request. Notwithstanding the foregoing, this Section 7.18 shall not apply to evidence compliance with this §7.12covenants (whether affirmative or negative), warranties, defaults or events of default (or any other provision which evidence shall include, without limitation, copies may have the same practical effect as any of the foregoing) contained in any agreements or instruments which would in any way restrict documents evidencing or limit the Borrower’s, any Guarantor’s or any Subsidiary’s ability securing Indebtedness that relate only to pledge Unencumbered Borrowing Base Properties as security specific Real Estate that is collateral for such Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if Unencumbered Borrowing Base Properties are pledged in the future as security for Indebtedness of the Borrower, any Guarantor or any Borrowing Base Subsidiary.

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. (b) Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence compliance with this §7.128.5, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the Borrower’s, any Guarantor’s or any SubsidiaryGuarantor’s ability to pledge the Unencumbered Borrowing Base Properties Pool Assets and Intercompany Loans as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if any of the Unencumbered Borrowing Base Properties Pool Assets or Intercompany Loans are pledged in the future as security for Indebtedness of the Borrower, any Guarantor or any Borrowing Base Subsidiary.

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. (b) Borrower shall, upon demand, provide to the 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 Borrower’s, any Guarantor’s or any Subsidiary’s ability to pledge Unencumbered Borrowing Base Properties as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if Unencumbered Borrowing Base Properties are pledged in the future as security for Indebtedness of the Borrower, any Guarantor or any Borrowing Base Subsidiary.

Limiting Agreements. Without affecting the provisions of Section ------------------- ------- 5.15 of this Agreement, but cumulative of and in addition thereto: ----- (a) Neither BorrowerExcept for the Indenture dated February 1, 1994 between the Guarantors Borrower and Xxxxxx Guaranty Trust Company of New York, as Trustee, neither Borrower nor any of their respective its Subsidiaries has entered into, and after the date hereof, neither Borrower nor any of 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’ or any of their respective Subsidiaries’ 's ability to pledge to Agent any Unencumbered Borrowing Base Properties as security for the ObligationsLoans assets now or hereafter owned by Borrower up to the value described in this Section 6.7. ----------- Borrower shall take, and shall cause the Guarantors and their respective its Subsidiaries to take, such actions as are necessary (including, without limitation, otherwise limiting the amount of secured indebtedness of the Borrower and its Subsidiaries) to preserve the right and ability of Borrower, the Guarantors and their respective Subsidiaries Borrower to pledge such assets up to the value described in this Section 6.7 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 indebtedness of Borrower, the Guarantors Borrower or any of their respective its Subsidiaries. Notwithstanding anything to For the contrary in purpose of this §7.12paragraph, the provisions Historical Value of this §7.12 the assets to be kept available by Borrower to be pledged as security for the Loans shall be assets having an aggregate Historical Value of not less than one hundred thirty-three percent (133%) of the Commitment; provided however that the -------- ------- foregoing 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 be construed as a borrowing base for maximum amount of collateral which could be required or accepted by the Lenders under any other Unsecured Indebtedness agreement or which contains financial covenants of a similar type to those in §9.2 and §9.3 of this Agreementany proceeding. (b) Borrower shall, upon demand, provide to the Agent Lenders such evidence as the Agent Lenders may reasonably require to evidence Borrower's compliance with this §7.12covenant, which evidence shall include, without limitation, limitation (i) copies of any agreements or instruments which would in any way restrict or limit the Borrower’s, any Guarantor’s or any Subsidiary’s 's ability to pledge Unencumbered Borrowing Base Properties assets as security for Indebtednessindebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if Unencumbered Borrowing Base Properties assets are pledged in the future as security for Indebtedness indebtedness of the Borrower or any of its Subsidiaries, (ii) a summary of the total debt of Borrower and its Subsidiaries, and (iii) a summary of any of such debt which is secured by any mortgage, pledge, lien, charge, encumbrance or other security interest. (c) Nothing in this covenant shall be construed as an obligation of Borrower to, or request by the Lenders that Borrower, grant any Guarantor mortgage, pledge or security interest in any Borrowing Base Subsidiaryof its properties.

Limiting Agreements. (a) Neither Should 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 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 BorrowerREA, the Guarantors or any of their respective SubsidiariesSubsidiaries enter into or modify any agreements or documents pertaining to any existing or future Indebtedness permitted by Section 8.1(k), which agreements or documents include covenants (whether affirmative or negative), warranties, defaults or events of default (or any other provision which may have the same practical effect as any of the foregoing) which are individually or in the aggregate more restrictive against the Borrower, the Guarantors or their respective Subsidiaries than those set forth herein or in any of the other Loan Documents, the Borrower shall promptly notify the Agent and, if requested by the Agent or the Majority Lenders, the Borrower, the Agent, and the Lenders shall promptly amend this Agreement and the other Loan Documents to include some or all of such more restrictive provisions as determined by the Agent or the Majority Lenders in their sole discretion, and the Borrower shall cause REA and the Guarantors to consent to such amendment. Notwithstanding anything to the contrary in foregoing, this §7.12, the provisions of this §7.12 Section 7.25 shall not apply to covenants (whether affirmative or negative), warranties, defaults or events of default (or any agreement evidencing other Unsecured Indebtedness provision which may have the same practical effect as any 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 foregoing) contained in §9.2 and §9.3 of this Agreement. (b) Borrower shall, upon demand, provide to the 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 documents evidencing or limit the Borrower’s, any Guarantor’s or any Subsidiary’s ability securing recourse Indebtedness that relate only to pledge Unencumbered Borrowing Base Properties as security specific Real Estate that is collateral for such Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if Unencumbered Borrowing Base Properties are pledged in the future as security for Indebtedness of the Borrower, any Guarantor or any Borrowing Base Subsidiary.

Limiting Agreements. (a) Neither Borrower, Should 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 SubsidiariesSubsidiaries enter into or modify any agreements or documents pertaining to any existing or future Indebtedness or Debt Offering providing for Indebtedness in excess of $500,000.00 or any Equity Offering, which agreements or documents include covenants, whether affirmative or negative, or any other provision which may have the same practical effect as any of the foregoing, which are individually or in the aggregate more restrictive against the Borrower, the Guarantors or their respective Subsidiaries than those set forth in Articles 8 or 9 of this Agreement, the Borrower shall promptly notify the Agent and, if requested by the Agent or the Required Lenders, the Borrower, the Agent, and the Lenders shall promptly amend this Agreement and the other Loan Documents to include some or all of such more restrictive provisions as determined by the Agent or the Required Lenders in their sole discretion, and the Borrower shall cause the Guarantors to consent to such amendment. Notwithstanding anything The Borrower agrees to deliver to the contrary in this §7.12Agent copies of any agreements or documents (or modifications thereof) pertaining to existing or future Indebtedness, the provisions of this §7.12 shall not apply to any agreement evidencing other Unsecured Indebtedness Debt Offering or Equity offering of the Borrower, REIT the Guarantors 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. (b) Borrower shall, upon demand, provide to the Agent such evidence as the Agent form time to time may reasonably require request. Notwithstanding the foregoing, this (S)7.18 shall not apply to evidence compliance with this §7.12covenants (whether affirmative or negative), warranties, defaults or events of default (or any other provision which evidence shall include, without limitation, copies may have the same practical effect as any of the foregoing) contained in any agreements or instruments which would in any way restrict documents evidencing or limit the Borrower’s, any Guarantor’s or any Subsidiary’s ability securing Indebtedness that relate only to pledge Unencumbered Borrowing Base Properties as security specific Real Estate that is collateral for such Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if Unencumbered Borrowing Base Properties are pledged in the future as security for Indebtedness of the Borrower, any Guarantor or any Borrowing Base Subsidiary.

Limiting Agreements. (a) Neither Borrower, the Guarantors Borrower nor any of their respective its Subsidiaries nor the Guarantor shall enter into, into any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting the Borrower’s, 's or the Guarantors’ or any of their respective Subsidiaries’ Guarantor's ability to pledge to Agent any Unencumbered Borrowing Base Properties as security for Real Estate which is owned by the ObligationsBorrower or the Guarantor one hundred percent (100%) in fee simple. Borrower and Guarantor shall take, and Borrower 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 Guarantors Borrower and their respective Subsidiaries Guarantor to pledge such those Real Estate 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 Borrower or any of their respective Subsidiariesits Subsidiaries or the Guarantor. Notwithstanding anything to the contrary in this §7.12, the provisions of this §7.12 This Section 7.16 shall not apply be construed as limiting Borrower's or Guarantor's rights under Section 8.2 as it relates to any agreement evidencing other Unsecured Indebtedness a particular type of lien which 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 may incur. (b) Borrower shall, upon demanddemand by the Agent in the exercise of the Agent's reasonable discretion, provide to the Agent such evidence as the Agent may reasonably require to evidence Borrower's compliance with this §7.12Section 7.16, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the Borrower’s, any 's or the Guarantor’s or any Subsidiary’s 's ability to pledge Unencumbered Borrowing Base Properties assets as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if Unencumbered Borrowing Base Properties assets are pledged in the future as security for Indebtedness of the Borrower, any Guarantor Borrower or any Borrowing Base Subsidiaryof its Subsidiaries or the Guarantor.