Common use of No Additional Debt Clause in Contracts

No Additional Debt. (i) Except as expressly permitted in clause (ii) below, the Borrower shall not create, incur, assume, suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than under this Facility. (ii) Subject to clause (iii) below, the following Indebtedness of the Borrower shall be permitted under Section 5.09(b): (A) Indebtedness that is non-recourse to the Borrower (other than for customary carve-outs, including for environmental indemnities); provided that such Indebtedness shall not be permitted under this clause (A) if in connection therewith a personal recourse claim is established by judgment, decree or award by any court of competent jurisdiction or arbitrator of competent jurisdiction and execution or enforcement thereof shall not be effectively stayed for 30 consecutive days or such Indebtedness shall not be paid or otherwise satisfied within such 30-day period; and (B) (x) Indebtedness for trade payables incurred in the ordinary course of business and Indebtedness arising from the endorsement of instruments for collection in the ordinary course of business; (y) Indebtedness (contingent or otherwise) relating to Rate Hedging Agreements; and (z) other recourse Indebtedness; provided that the aggregate principal amount of Indebtedness (exclusive of customary recourse carve-outs as to which no personal recourse claim has been established by judgment, decree or award by any court of competent jurisdiction or arbitrator of competent jurisdiction) permitted under the foregoing clauses (y) and (z) shall at no time exceed the lesser of $50,000,000.00 or 20% (twenty percent) of the aggregate Capital Commitments at such time. (iii) Notwithstanding the foregoing clause (ii), at no time shall the Borrower incur, create, assume, suffer to exist or otherwise become or remain directly or indirectly liable in respect of any Indebtedness in contravention of any provision of any of its Constituent Documents or Placement Memorandum providing debt or leverage limitations for the Borrower. (iv) This Section 5.09(b) does not limit Indebtedness of Subsidiaries or Affiliates of the Borrower, but does limit Guarantees or other contingent obligations of the Borrower relating to any Indebtedness of Subsidiaries or Affiliates of the Borrower.

No Additional Debt. Except for “Permitted Debt,” Debtor will not incur any Indebtedness or permit any Indebtedness to continue without Secured Party’s express, prior written approval, which approval shall not be unreasonably withheld. “Indebtedness” shall mean (a) obligations for borrowed money, (b) obligations evidenced by bonds, debentures, notes, or other similar instruments, (c) obligations to pay the deferred purchase price of property or services (in any case, excluding accounts payable for amounts due in six months or less), (d) obligations of the lessee under capital leases (it being acknowledged that operating leases shall not constitute Indebtedness), (e) obligations to reimburse or prepay and bank or other person in respect of amounts paid under a letter of credit, banker’s acceptance, or similar instrument, whether drawn or not, (f) obligations to purchase securities arising in connection with the sale of the same or substantially similar securities, (g) obligations to purchase, redeem, exchange, convert, or otherwise acquire for value any of Debtor’s capital stock or any warrants, rights, or options to acquire such capital stock, except such obligations performable exclusively at Debtor’s option, (h) obligation to repurchase assets previously sold (including without limitation obligations to repurchase accounts or chattel paper under factoring or similar agreements), (i) Except as expressly permitted obligations under interest rate swap, cap, collar, or similar hedging arrangements, and (j) all obligations of others of the type described in clause the foregoing clauses (a) through (i), inclusive, that Debtor guaranties or otherwise assures. “Permitted Debt” shall mean (i) Indebtedness of Debtor to Secured Party under the Transaction Documents, (ii) belowany future Indebtedness of Debtor from a lender who enters into a subordination agreement with Debtor and Secured Party reasonably acceptable to Secured Party, the Borrower shall not create, incur, assume, suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than under this Facility. (ii) Subject to clause (iii) belowadditional purchase money Indebtedness (including capital leases) (“PM Indebtedness”), not to exceed One Hundred Fifty Thousand Dollars ($150,000) outstanding at any time, on Equipment* acquired or held by Debtor incurred for financing the following Indebtedness acquisition of the Borrower shall be permitted under Section 5.09(b): that equipment, (Aiv) Indebtedness that is non-recourse existing on the Effective Date and set forth on Schedule 7.10 hereof and any refinancings, refundings, renewals or extensions thereof, (v) unsecured Indebtedness to trade creditors incurred in the Borrower ordinary course of business, (vi) Indebtedness arising from the honoring by a bank or other than for customary carve-outsfinancial institution of a check, including for environmental indemnities); provided that such draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, (vii) Indebtedness shall not be permitted under this clause (A) if arising in connection therewith a personal recourse claim is established by judgment, decree or award by any court with endorsement of competent jurisdiction or arbitrator of competent jurisdiction and execution or enforcement thereof shall not be effectively stayed instruments for 30 consecutive days or such Indebtedness shall not be paid or otherwise satisfied within such 30-day period; and (B) (x) Indebtedness for trade payables incurred deposit in the ordinary course of business and Indebtedness arising (viii) other Indebtedness, in a principal amount which, exclusive of any other Permitted Debt expressly identified above, does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate outstanding at any time. Prior to incurring any PM Indebtedness, Debtor shall provide fifteen (15) business days’ written notice to Secured Party providing Secured Party an option to provide such PM Indebtedness, including a description of the Equipment* to be acquired and the proposed amount of PM Indebtedness. If Secured Party provides an offer of financing, Debtor shall either accept such offer or, prior to accepting any offer from another financing party with better terms (as to interest rate, lease rate, maturity or lease term, as the case may be), shall provide Secured Party with written notice of such terms which Secured Party shall have two (2) business days from the endorsement receipt of instruments for collection such further notice to provide identical or better terms (as determined by the Parties in the ordinary course of business; good faith) to Debtor (ywhich Debtor shall be required to accept) Indebtedness or to decline or not so provide (contingent or otherwise) relating to Rate Hedging Agreements; and (z) other recourse Indebtedness; provided that the aggregate principal amount of Indebtedness (exclusive of customary recourse carve-outs as to in which no personal recourse claim has been established by judgment, decree or award by any court of competent jurisdiction or arbitrator of competent jurisdiction) permitted under the foregoing clauses (y) and (z) shall at no time exceed the lesser of $50,000,000.00 or 20% (twenty percent) of the aggregate Capital Commitments at case Debtor may accept such timealternative offer). (iii) Notwithstanding the foregoing clause (ii), at no time shall the Borrower incur, create, assume, suffer to exist or otherwise become or remain directly or indirectly liable in respect of any Indebtedness in contravention of any provision of any of its Constituent Documents or Placement Memorandum providing debt or leverage limitations for the Borrower. (iv) This Section 5.09(b) does not limit Indebtedness of Subsidiaries or Affiliates of the Borrower, but does limit Guarantees or other contingent obligations of the Borrower relating to any Indebtedness of Subsidiaries or Affiliates of the Borrower.