Common use of Limiting Agreements Clause in Contracts

Limiting Agreements. (a) Although neither the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for the Obligations, 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 or any Guarantor’s ability to pledge to Agent any of the Unencumbered Pool Assets or Intercompany Loans as security for the Obligations (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 its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower and Guarantors 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 or any of its Subsidiaries. Notwithstanding anything to the contrary in this §8.5, the provisions of this §8.5 shall not apply to any agreement evidencing Permitted Unsecured Debt and other Unsecured Debt of the Borrower approved pursuant to §8.2(h) which requires the use of the Unencumbered Pool Assets or Intercompany Loans as a borrowing base for such permitted the Unsecured Debt or which contains financial covenants of a similar type to those in §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 §8.5, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the Borrower’s or any Guarantor’s ability to pledge the Unencumbered 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 Pool Assets or Intercompany Loans are pledged in the future as security for Indebtedness of the Borrower.

Limiting Agreements. (a) Although neither Should the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for Borrower, the Obligations, neither Borrower nor Guarantors or any of its their respective Subsidiaries shall enter intointo 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 agreement, instrument or transaction other provision which has or may have the same practical effect of prohibiting or limiting Borrower’s or any Guarantor’s ability to pledge to Agent as any of the Unencumbered Pool Assets foregoing, which are individually or Intercompany Loans as security for in the Obligations (provided that aggregate more restrictive against 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 its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower and Guarantors 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 or any of its Subsidiaries. Notwithstanding anything to the contrary in this §8.5Borrower, the provisions of this §8.5 shall not apply to any agreement evidencing Permitted Unsecured Debt and other Unsecured Debt of the Borrower approved pursuant to §8.2(h) which requires the use of the Unencumbered Pool Assets Guarantors or Intercompany Loans as a borrowing base for such permitted the Unsecured Debt their respective Subsidiaries than those set forth in Articles 8 or which contains financial covenants of a similar type to those in §8.1(a) 9 of this Agreement. (b) , the Borrower shallshall promptly notify the Agent and, upon demandif requested by the Agent or the Required Lenders, provide 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 such evidence as the Agent may reasonably require to evidence compliance with this §8.5, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict documents (or limit modifications thereof) pertaining to existing or future Indebtedness, Debt Offering or Equity Offering from the Borrower’s , the Guarantors or any Guarantor’s ability of their respective Subsidiaries as the Agent from time to pledge time may request. Notwithstanding the Unencumbered Pool Assets and Intercompany Loans as security for Indebtednessforegoing, this Section 7.18 shall not apply to covenants (whether affirmative or which provide for the occurrence negative), warranties, defaults or events of a default (after or any other provision which may have the giving of notice or the passage of time, or otherwise) if same practical effect as any of the Unencumbered Pool Assets foregoing) contained in any agreements or Intercompany Loans are pledged in the future as security documents evidencing or securing Indebtedness that relate only to specific Real Estate that is collateral for Indebtedness of the Borrowersuch Indebtedness.

Limiting Agreements. (a) Although neither the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for the Obligations, neither Neither Borrower nor any of 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 any the Guarantor’s 's ability to pledge to the Agent Real Estate, the OTR Minority Interest, any other minority interests of the Unencumbered Pool Assets Borrower in unconsolidated joint ventures and partnerships approved by the Majority Banks, interests of the Borrower in Subsidiaries or Intercompany Loans as security for the Obligations (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)assets owned by Borrower or Guarantor. Borrower and Guarantor shall take, and Borrower shall cause its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower and Guarantors 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 or any of its SubsidiariesSubsidiaries or the Guarantor. Notwithstanding anything to the contrary in this §8.5, the provisions of this §8.5 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 Permitted Unsecured Debt and other Unsecured Debt a particular type of lien which the Borrower approved pursuant to §8.2(h) which requires or the use of the Unencumbered Pool Assets or Intercompany Loans as a borrowing base for such permitted the Unsecured Debt or which contains financial covenants of a similar type to those in §8.1(a) 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 §8.5Section 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 's or any the Guarantor’s 's ability to pledge the Unencumbered Pool Assets and Intercompany Loans 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 any of the Unencumbered Pool Assets or Intercompany Loans assets are pledged in the future as security for Indebtedness of the BorrowerBorrower or any of its Subsidiaries or the Guarantor.

Limiting Agreements. (a) Although neither Neither Borrower, the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for the Obligations, neither Borrower Guarantors nor any of its 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 Guarantor’s of their respective Subsidiaries’ ability to pledge to Agent any of the Unencumbered Pool Assets or Intercompany Loans Borrowing Base Properties as security for the Obligations (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)Obligations. Borrower shall take, and shall cause its the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower Borrower, the Guarantors and Guarantors 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 Borrower, the Guarantors or any of its their respective Subsidiaries. Notwithstanding anything to the contrary in this §8.57.12, the provisions of this §8.5 7.12 shall not apply to any agreement evidencing Permitted Unsecured Debt and other Unsecured Debt Indebtedness of the Borrower approved pursuant to §8.2(h) Borrower, REIT or any of their respective Subsidiaries which requires the use of the Unencumbered Pool Assets or Intercompany Loans Borrowing Base Properties as a borrowing base for such permitted the other Unsecured Debt Indebtedness or which contains financial covenants of a similar type to those in §8.1(a) 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 §8.57.12, 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 GuarantorSubsidiary’s ability to pledge the Unencumbered Pool Assets and Intercompany Loans 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 any of the Unencumbered Pool Assets or Intercompany Loans 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) Although neither Should the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for Borrower, REA, the Obligations, neither Borrower nor Guarantors or any of its their respective Subsidiaries shall enter intointo 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 agreement, instrument or transaction other provision which has or may have the same practical effect of prohibiting or limiting Borrower’s or any Guarantor’s ability to pledge to Agent as any of the Unencumbered Pool Assets foregoing) which are individually or Intercompany Loans as security for in the Obligations (provided that aggregate more restrictive against the requirement to maintain Borrower, the Unencumbered Pool Assets and Intercompany Loans unencumbered to support Guarantors or their respective Subsidiaries than those set forth herein or in any of the Permitted Unsecured Debt and other Unsecured Debt approved pursuant to §8.2(h) shall not violate Loan Documents, the foregoing covenant). Borrower shall takepromptly 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 its Subsidiaries to take, such actions as are necessary to preserve REA and the right and ability of Borrower and Guarantors to pledge consent to 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 or any of its Subsidiariesamendment. Notwithstanding anything to the contrary in foregoing, this §8.5, the provisions of this §8.5 Section 7.25 shall not apply to covenants (whether affirmative or negative), warranties, defaults or events of default (or any agreement evidencing Permitted Unsecured Debt and other Unsecured Debt provision which may have the same practical effect as any of the Borrower approved pursuant to §8.2(hforegoing) which requires the use of the Unencumbered Pool Assets or Intercompany Loans as a borrowing base for such permitted the Unsecured Debt or which contains financial covenants of a similar type to those contained in §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 §8.5, 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 or any Guarantor’s ability securing recourse Indebtedness that relate only to pledge the Unencumbered Pool Assets and Intercompany Loans 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 any of the Unencumbered Pool Assets or Intercompany Loans are pledged in the future as security for Indebtedness of the Borrower.

Limiting Agreements. (a) Although neither Should the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for Borrower, the Obligations, neither Borrower nor Guarantors or any of its their respective Subsidiaries shall enter intointo 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 agreement, instrument or transaction other provision which has or may have the same practical effect of prohibiting or limiting Borrower’s or any Guarantor’s ability to pledge to Agent as any of the Unencumbered Pool Assets foregoing, which are individually or Intercompany Loans as security for in the Obligations (provided that aggregate more restrictive against 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 its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower and Guarantors 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 or any of its Subsidiaries. Notwithstanding anything to the contrary in this §8.5Borrower, the provisions of this §8.5 shall not apply to any agreement evidencing Permitted Unsecured Debt and other Unsecured Debt of the Borrower approved pursuant to §8.2(h) which requires the use of the Unencumbered Pool Assets Guarantors or Intercompany Loans as a borrowing base for such permitted the Unsecured Debt their respective Subsidiaries than those set forth in Articles 8 or which contains financial covenants of a similar type to those in §8.1(a) 9 of this Agreement. (b) , the Borrower shallshall promptly notify the Agent and, upon demandif requested by the Agent or the Required Lenders, provide 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 such evidence as the Agent may reasonably require to evidence compliance with this §8.5, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict documents (or limit modifications thereof) pertaining to existing or future Indebtedness, Debt Offering or Equity offering of the Borrower’s , the Guarantors or any Guarantor’s ability of their respective Subsidiaries as the Agent form time to pledge time may request. Notwithstanding the Unencumbered Pool Assets and Intercompany Loans as security for Indebtednessforegoing, this (S)7.18 shall not apply to covenants (whether affirmative or which provide for the occurrence negative), warranties, defaults or events of a default (after or any other provision which may have the giving of notice or the passage of time, or otherwise) if same practical effect as any of the Unencumbered Pool Assets foregoing) contained in any agreements or Intercompany Loans are pledged in the future as security documents evidencing or securing Indebtedness that relate only to specific Real Estate that is collateral for Indebtedness of the Borrowersuch Indebtedness.

Limiting Agreements. (a) Although neither the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for the Obligations, neither Neither Borrower nor any of 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 any the Guarantor’s 's ability to pledge to Agent any of Real Estate which is owned by the Unencumbered Pool Assets Borrower or Intercompany Loans as security for the Obligations Guarantor one hundred percent (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(h100%) shall not violate the foregoing covenant)in fee simple. Borrower and Guarantor shall take, and Borrower shall cause its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower and Guarantors 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 or any of its SubsidiariesSubsidiaries or the Guarantor. Notwithstanding anything to the contrary in this §8.5, the provisions of this §8.5 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 Permitted Unsecured Debt and other Unsecured Debt a particular type of lien which the Borrower approved pursuant to §8.2(h) which requires or the use of the Unencumbered Pool Assets or Intercompany Loans as a borrowing base for such permitted the Unsecured Debt or which contains financial covenants of a similar type to those in §8.1(a) 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 §8.5Section 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 's or any the Guarantor’s 's ability to pledge the Unencumbered Pool Assets and Intercompany Loans 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 any of the Unencumbered Pool Assets or Intercompany Loans assets are pledged in the future as security for Indebtedness of the BorrowerBorrower or any of its Subsidiaries or the Guarantor.