Limitations on Debt, Actions Clause Samples

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrowers, Borrowers shall not: (i) other than with respect to the pledge of its assets to secure the debt of the other Borrowers and the obligations of Guarantor under a Secured Hedge Agreement, guarantee any obligation of any Person, including any Affiliate of Borrowers, 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; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.17; (iii) incur, create or assume any Debt other than (A) the Loan and (B) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Projects and which shall (1) not exceed two percent (2%) of the outstanding balance of the Loan, (2) not be evidenced by a note, (3) be paid within sixty (60) days, and (4) otherwise expressly be permitted under the Loan Documents; and (C) a reimbursement obligation for any Special Letter of Credit delivered pursuant to Section 7.13; (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 Borrowers may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer any of their assets outside the ordinary course of each Borrower’s business or other than in accordance with the Loan Documents; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; CONA – Healthcare Trust, Inc. 92119388.8 (viii) own any asset or property other than the Projects (or an undivided interest therein) and incidental personal property necessary for the ownership or operation of the Projects; (ix) enter into a Division Transaction; or (x) take any Material Action without the unanimous written approval of the members of such ▇▇▇▇▇▇▇▇.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of any Borrower or Operating Lessee, no Borrower or Operating Lessee shall (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 in connection with the Loan; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) intentionally omitted; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except (A) as otherwise permitted under this Agreement, and (B) that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business, as applicable; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; or (vii) own any asset or property other than its respective Property and incidental personal property necessary for the ownership or operation of its respective Property.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, each Borrower shall not: other than with respect to the pledge of its assets to secure the debt of the other Borrowers, guarantee any obligation of any Person, including any Affiliate of any Borrower, 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; engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.17; incur, create or assume any Debt other than (A) the Loan and (B) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Projects and which shall (1) not exceed two percent (2%) of the outstanding balance of the Loan, (2) not be evidenced by a note, (3) be paid within sixty (60) days, and (4) otherwise expressly be permitted under the Loan Documents, and

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not: (1) 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; (2) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (3) incur, create or assume any Debt other than (A) the Loan, (B) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property, and which shall (1) not exceed 2% of the outstanding balance of the Loan, (2) not be evidenced by a note, and (3) be paid within 60 days, and (C) unsecured debt from any Affiliates related to the ownership and operation of the Property, and which shall (1) not exceed 3% of the outstanding balance of the Loan, (2) not be evidenced by a note, and (3) in any and all events be subordinate to the Loan; provided that, notwithstanding the foregoing, Borrower may, without Lender’s prior consent, incur unsecured debt not to exceed 3% of the outstanding balance of the Loan evidenced by a note to Borrower principals if required to provide additional capital to the Borrower for the Property, provided that such note is subordinate to the Loan pursuant to documentation reasonably acceptable to Lender;

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not (i) guarantee any obligation of any person or entity, including any affiliate, or become obligated for the debts of any other person or entity or hold out its credit as being available to pay the obligations of any other person or entity; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any person or entity, except that Borrower may invest in those investments permitted under the Loan Documents; (iv) buy or hold evidence of indebtedness issued by any other person or entity (other than cash or investment-grade securities); (v) form, acquire or hold any subsidiary (whether corporate, partnership, limited HOU:0050320/00225:1822429v5 LOAN NO. 1015580 liability company or other) or own any equity interest in any other entity; or (vi) own any asset or property other than the Property and incidental personal property necessary for the ownership or operation of the Property.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in any other document governing the formation, management or operation of each Borrower, so long as any of the Loans are outstanding, such Borrower 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 in connection with the Loan Documents; ii. engage, directly or indirectly, in any business other than as required or permitted to be performed under this Agreement; iii. incur, create or assume any Indebtedness other than: (A) the Loans; and (B) unsecured trade payables incurred in the ordinary course of its business that: (1) are related to the ownership and operation of the Property; (2) in the case of all Borrowers collectively, do not exceed two percent (2%) of the outstanding balance of the Loans; (3) are not evidenced by a promissory note; and (4) are paid within sixty (60) days of the date the applicable Borrower has received an invoice for such liability;

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not incur, create, assume or permit to exist or remain any Debt secured by the Collateral or any part thereof or any Lien on any property or asset now or hereafter acquired by Borrower (including, without limitation, any Project or any portion thereof) other than (A) the Loan and the Liens under the Loan Documents, (B) equipment leases entered into in the ordinary course of its business that are related to the ownership and operation of the Projects, the value of which equipment covered by such leases does not exceed $50,000 on a per Project basis, (C) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership, operation, management, maintenance and/or leasing of the Projects and which shall (1) not exceed two percent (2%) of the outstanding balance of the Loan, (2) not be evidenced by a note, (3) be paid within the time period permitted under the terms of the applicable vendor’s contract (or 120 days if no period is specified), and (4) otherwise expressly be permitted under the Loan Documents, (D) with respect to each Project, Permitted Encumbrances (as defined in the applicable Mortgage) and (E) liens for taxes not yet due and payable or that are being contested pursuant to Article XII of the Master Lease as incorporated herein pursuant to Section 1.4 hereof.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in any other document governing the formation, management or operation of each Borrower, so long as any of the Loans are outstanding, such Borrower 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 in connection with the Loan Documents; ii. engage, directly or indirectly, in any business other than as required or permitted to be performed under this Agreement; iii. incur, create or assume any Indebtedness other than: (A) the Loans; and (B) unsecured trade payables incurred in the ordinary course of its business that: (1) are related to the ownership and operation of the Property; (2) in the case of all Borrowers collectively, do not exceed two percent (2%) of the outstanding balance of the Loans; (3) are not evidenced by a promissory note; and (4) are paid within sixty (60) days of the date the applicable Borrower has received an invoice for such liability;