No Additional Indebtedness definition
No Additional Indebtedness. Borrower shall not directly or indirectly make, create, incur, assume, or permit to exist Indebtedness during the term of this Agreement, excluding (i) Indebtedness owing by Borrower as of the date of this “ Agreement set forth in the schedule thereof below this paragraph (other than those that are being paid substantially concurrently with the funding of the Loan and so noted thereon); (ii) Indebtedness under the Loan Documents and other borrowings from the Lender; (iii) Indebtedness evidenced by capital leases or purchase money obligations provided that (A) in no event shall the sum of the aggregate principal amount of all capital lease obligations and purchase money obligations (including J leases classified and accounted for as Finance Leases under ASC 842 following Borrower’s implementation of ASC 842 effective January 1,2020 and thereafter) permitted by this clause exceed $500,000, and (B) such Indebtedness is used solely to acquire equipment and other fixed assets used in the ordinary course of Borrower’s business and that is secured only by such equipment and other fixed assets, as applicable; (iv) any Indebtedness comprising unsecured intercompany loans between Borrower and AT Holdings, provided that any intercompany loan by Borrower to AT Holdings is evidenced by a promissory note which is pledged to the Lender, and provided that any loans from AT Holdings to Borrower shall contain a subordination provision preventing repayment if any Event of Default exists hereunder, (v) unsecured guaranties by Borrower of (A) Indebtedness or lease or other contractual obligations of any Guarantors incurred in the ordinary course of business to the extent such Indebtedness or lease or other contractual obligations would be permitted to be incurred hereunder by Borrower or (B) Indebtedness to Lender of employees or equity owners of Borrower or any Guarantor with respect to loans by Lender to such persons to finance the purchase of equity interests in Borrower or any Guarantor; (vi) any payments over time which represent redemptions of any equity interests of Borrower or any Guarantor, or a return/refund of capital of any such Persons, paid in each case to any employee, officer, Managing Director or director of any such Person, upon his/her termination of employment, (vii) Indebtedness of Borrower with respect to performance bonds, surety bonds, appeal bonds and custom bonds required in the ordinary course of business, provided that the aggregate outstanding amou...
No Additional Indebtedness is hereby amended and restated as follows:
No Additional Indebtedness. Borrower may not incur any indebtedness other than the Loan during the term thereof and the owner of Borrower may not pledge any direct or indirect interest in Borrower to secure any financing during the term of the Loan. Nothwithstanding the foregoing, provided that the DSCR on a Loan is greater than 1.5x and the Loan-to-value ratio on such Loan based on new appraisals is not more than 70%, then the owner of the applicable Borrower may incur mezzanine indebtedness such that the ratio of total indebtedness (i.e., Loan plus mezzanine loan) does not exceed 75% and the all-in DSCR does not exceed 1.35x; provided further that in connection with the sale of any Property or Properties where the purchaser assumes the applicable Loan in accordance with the "Permitted Transfers" section above, the applicable Borrower or Sponsor may provide mezzanine financing to the purchaser in an amount which, when taken together with any other financing obtained by such purchaser, does not exceed 90% of the sale price, subject to receipt of Lender consent prior to a Securitization and a rating agency confirmation letter after a Securitization.