Common use of Permitted Debt Clause in Contracts

Permitted Debt. Trustor and Operating Lessee shall be allowed to incur the following indebtedness and obligations (herein “Permitted Debt”), which other than the Loan and the Trustor Guaranty under the following clause (i) shall not be secured by the Property: (i) the Loan and any related obligations to Beneficiary under the Loan Documents and the Trustor Guaranty and Subordinate Deed of Trust, (ii) unsecured amounts payable for or in respect of the operation of the Property incurred in the ordinary course of Trustor’s business (“Trade Payables”), paid by Trustor within sixty (60) days of incurrence, provided that in no event shall the aggregate amount of such Trade Payables incurred by Trustor exceed three percent (3%) of the aggregate Loan Amount, (iii) purchase money indebtedness and capital lease obligations incurred in the ordinary course of business and operation of the Property, but in no event shall the annual scheduled debt service on such indebtedness or obligations exceed the aggregate amount of Six Hundred Thousand Dollars ($600,000.00), (iv) any management fees accrued in accordance with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of Trust, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens arising in the ordinary course of business, and liens for workers’ compensation, unemployment insurance and similar programs, in each case arising in the ordinary course of business which are either not yet due and payable or being diligently contested in good faith in accordance with Section 2.4 of the Deed of Trustt. In addition, Trustor shall be allowed to enter into guarantees or provide similar assurances or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of Trust.

Permitted Debt. Trustor Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Permitted Purchase Money Debt; (d) Borrowed Money and Operating Lessee shall be allowed to incur the following indebtedness and obligations other Debt (herein “Permitted Debt”), which other than the Loan Obligations and the Trustor Guaranty under the following clause (i) shall not be secured by the Property: (i) the Loan and any related obligations to Beneficiary under the Loan Documents and the Trustor Guaranty and Subordinate Deed of Trust, (ii) unsecured amounts payable for or in respect of the operation of the Property incurred in the ordinary course of Trustor’s business (“Trade Payables”Subordinated Debt), paid by Trustor within sixty but only to the extent identified on Schedule 10.2.1; (60e) days of incurrenceSecured Bank Product Obligations, provided that together with all other obligations arising in no event shall the aggregate amount of such Trade Payables incurred by Trustor exceed three percent (3%) of the aggregate Loan Amount, (iii) purchase money indebtedness and capital lease obligations incurred in the ordinary course of business and operation of the Property, but in no event shall the annual scheduled debt service on such indebtedness or obligations exceed the aggregate amount of Six Hundred Thousand Dollars ($600,000.00), (iv) any management fees accrued in accordance connection with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of Trust, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred Bank Products entered into in the ordinary course of business, (f) Permitted Contingent Obligations; (g) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt under any Hedging Agreement to the extent such as carriers’Hedging Agreement is permitted by this Agreement; (i) (i) intercompany Debt to the extent permitted by Section 10.2.6, warehousemen’sand (ii) intercompany Debt owed to an Obligor by an Excluded Receivables Subsidiary in connection with a sale of receivables to such Excluded Receivables Subsidiary pursuant to a Qualified Receivables Transaction; (j) Debt in respect of workers’ compensation claims, landlord’sself-insurance obligations, mechanic’sperformance bonds, materialmen’sexport or import indemnitees or similar instruments, repairmen’s customs bonds, governmental contracts, leases, surety appeal or similar bonds and completion guarantees provided by an Obligor or Subsidiary in the Ordinary Course of its Business; (k) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.1.6; (l) Debt consisting of incentive, non-compete, consulting, deferred compensation, or other similar liens arising arrangements entered in the ordinary course Ordinary Course of business, Business; (m) Debt in respect of netting services and liens for workers’ compensation, unemployment insurance overdraft protections or other cash management services in connection with deposit accounts and similar programssecurities accounts, in each case arising in the ordinary course Ordinary Course of business which Business; (n) Debt incurred by Subsidiaries that are either not yet due Obligors in an amount not to exceed, at any time outstanding, the greater of (i) $25,000,000 and payable or being diligently contested in good faith in accordance with Section 2.4 (ii) measured at the time of incurrence thereof, 10.0% of the Deed portion of Trustt. In additionTotal Assets attributable to all Subsidiaries that are not Obligors (prior to giving effect to any acquisition or Investment made or intended to be made using the proceeds of such Debt), Trustor shall be allowed to enter into guarantees and so long as no Default or provide similar assurances Event of Default exists or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of Trust.would result therefrom; (o) [reserved]; 93 NAI-1507796678v9

Permitted Debt. Trustor Borrower and Operating Lessee shall be allowed to incur the following indebtedness and obligations (herein “Permitted Debt”)obligations, which other than the Loan and the Trustor Guaranty under the following clause (i) shall not be secured by the Property: (i) the Loan and any related obligations to Beneficiary under the Loan Documents and the Trustor Guaranty and Subordinate Deed of TrustLender, (ii) unsecured amounts payable for or in respect of the operation of the Property incurred in the ordinary course of TrustorBorrower’s business (“Trade Payables”), paid by Trustor Borrower within sixty (60) days of incurrence, provided that in no event shall the aggregate amount of such Trade Payables incurred by Trustor Borrower exceed three percent (3%) of the aggregate Loan Amount, (iii) purchase money indebtedness and capital lease obligations incurred in the ordinary course of business and operation of the Property, but in no event shall the annual scheduled debt service on such indebtedness or obligations exceed the aggregate amount of Six Five Hundred Thousand Dollars ($600,000.00500,000.00), (iv) any management fees accrued in accordance with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of TrustMortgage, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens arising in the ordinary course of business, and liens for workers’ compensation, unemployment insurance and similar programs, in each case arising in the ordinary course of business which are either not yet due and payable or being diligently contested in good faith in accordance with Section 2.4 of the Deed of TrusttMortgage. In addition, Trustor Borrower shall be allowed to enter into guarantees or provide similar assurances or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of TrustMortgage.

Permitted Debt. Trustor and Operating Lessee shall be allowed to incur the following indebtedness and obligations (herein “Permitted Debt”), which other than the Loan and the Trustor Guaranty under the following clause (i) shall not be secured by the Property: (i) the Loan and any related obligations to Beneficiary under the Loan Documents and the Trustor Guaranty and Subordinate Deed of TrustBeneficiary, (ii) unsecured amounts payable for or in respect of the operation of the Property incurred in the ordinary course of Trustor’s business (“Trade Payables”), paid by Trustor within sixty (60) days of incurrence, provided that in no event shall the aggregate amount of such Trade Payables incurred by Trustor exceed three percent (3%) of the aggregate Loan Amount, (iii) purchase money indebtedness and capital lease obligations incurred in the ordinary course of business and operation of the Property, but in no event shall the annual scheduled debt service on such indebtedness or obligations exceed the aggregate amount of Six Hundred Thousand Dollars ($600,000.00)500,000.00, (iv) any management fees accrued in accordance with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of Trust, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens arising in the ordinary course of business, and liens for workers’ compensation, unemployment insurance and similar programs, in each case arising in the ordinary course of business which are either not yet due and payable or being diligently contested in good faith in accordance with Section 2.4 of the Deed of TrusttTrust. In addition, Trustor shall be allowed to enter into guarantees or provide similar assurances or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of Trust.

Permitted Debt. Trustor Borrower and Operating Lessee shall be allowed to incur the following indebtedness and obligations (herein “Permitted Debt”), which other than the Loan and the Trustor Borrower Guaranty under the following clause (i) shall not be secured by the Property: (i) the Loan and any related obligations to Beneficiary Lender under the Loan Documents and the Trustor Borrower Guaranty and Subordinate Deed of TrustMortgage, (ii) unsecured amounts payable for or in respect of the operation of the Property incurred in the ordinary course of TrustorBorrower’s business (“Trade Payables”), paid by Trustor Borrower within sixty (60) days of incurrence, provided that in no event shall the aggregate amount of such Trade Payables incurred by Trustor Borrower exceed three percent (3%) of the aggregate Loan Amount, (iii) purchase money indebtedness and capital lease obligations incurred in the ordinary course of business and operation of the Property, but in no event shall the annual scheduled debt service on such indebtedness or obligations exceed the aggregate amount of Six Five Hundred Thousand Dollars ($600,000.00500,000.00), (iv) any management fees accrued in accordance with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of TrustMortgage, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens arising in the ordinary course of business, and liens for workers’ compensation, unemployment insurance and similar programs, in each case arising in the ordinary course of business which are either not yet due and payable or being diligently contested in good faith in accordance with Section 2.4 of the Deed of TrusttMortgage. In addition, Trustor Borrower shall be allowed to enter into guarantees or provide similar assurances or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of TrustMortgage.

Permitted Debt. Trustor and Operating Lessee shall be allowed Incur any debt or other liability except for (a) debt of the Seller in favor of the Company which is evidenced by the promissory note of the Seller delivered pursuant to incur the Sale Agreement containing the following indebtedness and obligations (herein “Permitted Debt”), which other than the Loan and the Trustor Guaranty under the following clause (i) shall not be secured by the Propertyterms: (i) a fixed date for the Loan payment of principal and any related obligations to Beneficiary under interest which date shall be no earlier than one year and one day after the Loan Documents and last day on which the Trustor Guaranty and Subordinate Deed of Trust, Aggregate Net Investment is greater than zero; (ii) unsecured amounts payable for or in respect the obligations under such promissory note shall be subordinated to all obligations of the operation Seller to the Administrator, each Buyer and each Buyer Agent and no payments shall be permitted to be made under such promissory note until the Administrator, each Buyer and each Buyer Agent have no remaining enforceable claims against the Seller (other than inchoate indemnity obligations and, if the Aggregate Net Investment is not zero, claims to a Buyer's Allocation of the Property incurred Collections in the ordinary course of Trustor’s business (“Trade Payables”event that any written-off Receivables ultimately are collected), paid by Trustor within sixty (60) days of incurrence, provided that in no event shall the aggregate amount of such Trade Payables incurred by Trustor exceed three percent payments (3%including prepayments) of the aggregate Loan Amountprincipal and interest may be made if, after giving effect to such payment, no Termination Event or Potential Termination Event would occur or be continuing; and (iii) purchase money indebtedness and capital lease the obligations incurred of the Seller under such promissory note shall not constitute a claim against the Seller in the ordinary course of business and operation event the Seller has insufficient funds to satisfy the obligation unless all obligations of the PropertySeller to the Administrator, but each Buyer and each Buyer Agent have been paid in no event shall full and any period during which a trustee or receiver of the annual scheduled debt service on such indebtedness Seller or obligations exceed the aggregate amount of Six Hundred Thousand Dollars ($600,000.00)Seller's assets could recover any payments made to the Administrator, any Buyer or any Buyer Agent hereunder has expired, (ivb) any management fees accrued obligations in accordance connection with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of Trust, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens operating expenses arising in the ordinary course of businessits business as well as statutorily imposed joint and several liability, including, but not limited to such statutorily imposed joint and liens for workers’ compensation, unemployment insurance several liability relating to income taxes and similar programs, in each case ERISA obligations and (c) any liability arising in the ordinary course of business which are either not yet due and payable under this Agreement or being diligently contested in good faith in accordance with Section 2.4 any of the Deed of Trustt. In addition, Trustor shall be allowed to enter into guarantees or provide similar assurances or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee agreements permitted under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of Trustclause (i) below.

Permitted Debt. Trustor Affiliated Guarantor and Operating Lessee shall be allowed to incur the following indebtedness and obligations (herein “Permitted Debt”), which other than the St. Xxxxxxx Loan and the Trustor Guaranty Guaranteed Obligations under the following clause (i) shall not be secured by the Property: (i) the Loan St. Xxxxxxx Note, the Senior Deed of Trust and any related obligations to Beneficiary under the documents evidencing and/or securing the St. Xxxxxxx Loan Documents (the “St. Xxxxxxx Loan Documents”) and the Trustor Affiliated Guaranty and Subordinate this Deed of Trust, (ii) unsecured amounts payable for or in respect of the operation of the Property incurred in the ordinary course of TrustorAffiliated Guarantor’s business (“Trade Payables”), paid by Trustor Affiliated Guarantor within sixty (60) days of incurrence, provided that in no event shall the aggregate amount of such Trade Payables incurred by Trustor Affiliated Guarantor exceed three percent (3%) of the aggregate Loan Amount, (iii) purchase money indebtedness and capital lease obligations incurred in the ordinary course of business and operation of the Property, but in no event shall the annual scheduled debt service on such indebtedness or obligations exceed the aggregate amount of Six Hundred Thousand Dollars ($600,000.00), (iv) any management fees accrued in accordance with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of Trust, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens arising in the ordinary course of business, and liens for workers’ compensation, unemployment insurance and similar programs, in each case arising in the ordinary course of business which are either not yet due and payable or being diligently contested in good faith in accordance with Section 2.4 of the Deed of TrusttTrust. In addition, Trustor Affiliated Guarantor shall be allowed to enter into guarantees or provide similar assurances or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of Trust.

Permitted Debt. Trustor and Operating Lessee shall be allowed to incur Incur any debt or other liability except for (a) debt of the Seller in favor of an Originator which is evidenced by a promissory note of the Seller containing the following indebtedness and obligations (herein “Permitted Debt”), which other than the Loan and the Trustor Guaranty under the following clause (i) shall not be secured by the Propertyterms: (i) a fixed date for the Loan payment of principal and interest which date shall be no earlier than one year and one day after the date specified in Section 8.2 of the Sale Agreement; provided, that the note may be prepaid on any related obligations date no earlier than 91 days after the date specified in Section 8.2 of the Sale Agreement so long as sufficient funds remain in the Seller after such prepayment to Beneficiary under provide for the Loan Documents payment of all of the Seller’s fees and expenses anticipated to accrue through the Trustor Guaranty and Subordinate Deed of Trust, maturity date; (ii) unsecured amounts payable for or in respect the obligations under such promissory note shall be subordinated to all obligations of the operation of Seller to the Property incurred Administrative agent, the Managing Agents and the Buyers and no payments shall be made under such promissory note until all obligations to such parties have been satisfied in the ordinary course of Trustor’s business (“Trade Payables”), paid by Trustor within sixty (60) days of incurrencefull, provided that in no event shall the aggregate amount of such Trade Payables incurred by Trustor exceed three percent payments (3%including prepayments) of the aggregate Loan Amountprincipal and interest may be made if, after giving effect to such payment, no Termination Event or Potential Termination Event would occur or be continuing; and (iii) purchase money indebtedness and capital lease the obligations incurred of the Seller under such promissory note shall not constitute a claim against the Seller in the ordinary course of business and operation event the Seller has insufficient funds to satisfy the obligation unless all obligations of the PropertySeller to the Administrative agent, but the Managing Agents and the Buyers have been paid in no event shall full and any period during which a trustee or receiver of the annual scheduled debt service on such indebtedness Seller or obligations exceed the aggregate amount of Six Hundred Thousand Dollars ($600,000.00)Seller’s assets could recover any payments made to the Administrative Agent, the Managing Agents and the Buyers hereunder has expired, (ivb) any management fees accrued obligations in accordance connection with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of Trust, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens operating expenses arising in the ordinary course of business, its business and liens for workers’ compensation, unemployment insurance and similar programs, in each case (c) any liability arising in the ordinary course of business which are either not yet due and payable or being diligently contested in good faith in accordance with Section 2.4 of the Deed of Trustt. In addition, Trustor shall be allowed to enter into guarantees or provide similar assurances or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of TrustAgreement.

Permitted Debt. Trustor Affiliated Guarantor and Operating Lessee shall be allowed to incur the following indebtedness and obligations (herein “Permitted Debt”), which other than the Fairmont Loan and the Trustor Guaranty Guaranteed Obligations under the following clause (i) shall not be secured by the Property: (i) the Loan Fairmont Note, the Senior Mortgage and any related obligations to Beneficiary Lender under the documents evidencing and/or securing the Fairmont Loan Documents (the “Fairmont Loan Documents”) and the Trustor Affiliated Guaranty and Subordinate Deed of Trustthis Mortgage, (ii) unsecured amounts payable for or in respect of the operation of the Property incurred in the ordinary course of TrustorAffiliated Guarantor’s business (“Trade Payables”), paid by Trustor Affiliated Guarantor within sixty (60) days of incurrence, provided that in no event shall the aggregate amount of such Trade Payables incurred by Trustor Affiliated Guarantor exceed three percent (3%) of the aggregate Loan Amount, (iii) purchase money indebtedness and capital lease obligations incurred in the ordinary course of business and operation of the Property, but in no event shall the annual scheduled debt service on such indebtedness or obligations exceed the aggregate amount of Six Five Hundred Thousand Dollars ($600,000.00500,000.00), (iv) any management fees accrued in accordance with the terms of the Management Agreement but which are not yet due and payable, (v) Impositions not yet due and payable or delinquent or which are being diligently contested in good faith in accordance with the terms and conditions of Section 2.4 of the Deed of TrustMortgage, and (vi) indebtedness relating to liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens arising in the ordinary course of business, and liens for workers’ compensation, unemployment insurance and similar programs, in each case arising in the ordinary course of business which are either not yet due and payable or being diligently contested in good faith in accordance with Section 2.4 of the Deed of TrusttMortgage. In addition, Trustor Affiliated Guarantor shall be allowed to enter into guarantees or provide similar assurances or undertakings in favor of the Manager with respect to the obligations of the Operating Lessee under the Management Agreement provided that such obligations shall not be secured by any mortgage or other lien on the Property except as may be permitted in this Deed of TrustMortgage.