Common use of EPR Clause in Contracts

EPR. EPR shall not, without the prior written consent of the Required Lenders, create, incur, assume, guarantee or be or remain liable, contingently or otherwise with respect to any Indebtedness on a recourse basis, except: (a) the limited secured recourse Indebtedness permitted pursuant to §9.10 herein; (b) unsecured debt (i.e., Indebtedness that is not secured by a Lien) permitted pursuant to §9.1 hereof; (c) Indebtedness under this Agreement (including under any of the other Loan Documents) and Indebtedness under the Term Loan Agreement (including under any of the other Loan Documents referred to therein); (d) Indebtedness of the type described in clauses (b) through (e), inclusive of §8.1A immediately above; and (e) Indebtedness whose recourse is solely for so-called “bad-boy” acts, including without limitation, (i) failure to account for a tenant’s security deposits, if any, for rent or any other payment collected by a borrower from a tenant under the lease, all in accordance with the provisions of any applicable loan documents, (ii) fraud or a material misrepresentation made by a Borrower, or the holders of beneficial or ownership interests in such Borrower, in connection with the financing evidenced by the applicable loan documents; (iii) any attempt by a Borrower to divert or otherwise cause to be diverted any amounts payable to the applicable lender in accordance with the applicable loan documents; (iv) the misappropriation or misapplication of any insurance proceeds or condemnation awards relating to the Borrowing Base Properties; (v) voluntary or involuntary bankruptcy by a Borrower; and (vi) any environmental matter(s) affecting any Borrowing Base Properties which is introduced or caused by a Borrower or any holder of a beneficial or ownership interest in a Borrower.

EPR. EPR shall not, without the prior written consent of the Required Lenders, create, incur, assume, guarantee or be or remain liable, contingently or otherwise with respect to any Indebtedness on a recourse basis, except: (a) the limited secured recourse Indebtedness permitted pursuant to §9.10 herein; (b) Indebtedness under the Revolving Credit Agreement (as defined herein-below) and unsecured debt (i.e., Indebtedness that is not secured by a Lien) permitted pursuant to §9.1 hereofof that certain Amended and Restated Master Credit Agreement dated as of January 31, 2006 by and among 30 West Pershing, LLC, EPR, EPR Hialeah, Inc., Westcol Center, LLC and EPR Melbourne, Inc., as borrowers thereunder, and Keybank, as agent and lender and the other lenders a party to said agreement from time to time, as the same has been or may hereafter be modified or amended (the “Revolving Credit Agreement”); (c) Indebtedness under this Agreement (including under any of and the other Other Loan Documents) and Indebtedness under the Term Loan Agreement (including under any of the other Loan Documents referred to therein); , and, (d) Indebtedness of the type described in clauses (b) through (e), inclusive of §8.1A immediately above; and (e) Indebtedness whose recourse is solely for so-called “bad-boy” acts, including without limitation, (i) failure to account for a tenant’s security deposits, if any, for rent or any other payment collected by a borrower from a tenant under the lease, all in accordance with the provisions of any applicable loan documents, (ii) fraud or a material misrepresentation made by a Borrower, or the holders of beneficial or ownership interests in such Borrower, in connection with the financing evidenced by the applicable loan documents; (iii) any attempt by a Borrower to divert or otherwise cause to be diverted any amounts payable to the applicable lender in accordance with the applicable loan documents; (iv) the misappropriation or misapplication of any insurance proceeds or condemnation awards relating to the Borrowing Base PropertiesAssets; (v) voluntary or involuntary bankruptcy by a Borrowerborrower; and (vi) any environmental matter(s) affecting any Borrowing Base Properties Assets which is introduced or caused by a Borrower or any holder of a beneficial or ownership interest in a Borrower.