Common use of Certain Liens Clause in Contracts

Certain Liens. None of the Company nor any of its subsidiaries will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, other than: (a) Liens existing on the date of this Agreement securing Existing Debt; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like non-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits to secure the performance of bids, trade contracts (other than for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material (in amount or in kind) and that do not materially detract from the value of the property subject thereto, or interfere with the ordinary conduct of the business of the Company or any of its subsidiaries; (g) Liens on property of any corporation that becomes a subsidiary of the Company after the date of this Agreement, provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary, and were not created in anticipation thereof; and (h) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Debt representing or incurred to finance the cost of such property, provided that no -------- such Lien shall extend to or cover any property of the Company or such subsidiaries other than the property acquired and the improvements thereof.

Certain Liens. None of the Company nor Borrower, GGP, Inc. or any of its subsidiaries the Affiliates which are controlled by them, respectively, will create, assume or suffer to exist encumber with any Lien on any asset now owned stock, partnership interest, joint venture interest, membership interest, beneficial interest or hereafter acquired by itother equity interest in any corporation, partnership, joint venture, limited liability company, trust or other than: entity that (ai) Liens owns any of the respective Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with respect to any of the encumbrances existing on the date of hereof set forth in Schedule 10.12 hereto; and provided further; that the prohibition set forth in this Agreement securing Existing Debt; subsection (bi) Liens imposed by shall not apply as to any governmental authority for taxessuch corporation, assessments partnership, joint venture, limited liability company, trust or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves other entity which owns Property with respect thereto are maintained on to which the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like nonLoan-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits to-Value Ratio as to secure the performance of bids, trade contracts (other than all Secured Indebtedness for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto thatborrowed money related to such Property, in the aggregate, are before giving effect to such encumbrance, is not material greater than fifty percent (50%), and, after giving effect to such encumbrance, is not greater than sixty-five percent (65%); and provided further that the prohibition set forth in amount this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Indebtedness relating to the construction in kindquestion does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) and that do shall not materially detract from the value apply as to any such encumbrance of equity interests in Minority Holdings in favor of holders(s) of the property subject thereto, or interfere with remaining equity interests in such Minority Holdings to secure obligations under the ordinary conduct of the business of the Company or any of its subsidiaries; (g) Liens on property of any corporation that becomes a subsidiary of the Company after the date of this Agreement, provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary, and were not created in anticipation thereof; and (h) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Debt representing or incurred to finance the cost applicable Organizational Documents of such property, provided that no -------- such Lien shall extend to or cover any property of the Company or such subsidiaries other than the property acquired and the improvements thereofMinority Holdings.

Certain Liens. None of Neither the Company Loan Party, GGP, Inc. nor any of its subsidiaries their respective Affiliates controlled by them, respectively, will create, assume or suffer to exist encumber with any Lien on any asset now owned stock, partnership interest, joint venture interest, membership interest, beneficial interest or hereafter acquired by itother equity interest in any corporation, partnership, joint venture, limited liability company, trust or other than: entity that (ai) Liens owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with respect to any of the encumbrances existing on the date of hereof set forth in Schedule 10.12 hereto; and provided further that the prohibition set forth in this Agreement securing Existing Debt; subsection (bi) Liens imposed by shall not apply as to any governmental authority for taxessuch corporation, assessments partnership, joint venture, limited liability company, trust or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves other entity which owns Property with respect thereto are maintained on to which (A) the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like nonLoan-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits to-Value Ratio as to secure the performance of bids, trade contracts (other than all Secured Indebtedness for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto thatborrowed money related to such Property, in the aggregate, are after giving effect to such encumbrance, is not material greater than sixty-five percent (in amount or in kind) and that do not materially detract from the value of the property subject thereto, or interfere with the ordinary conduct of the business of the Company or any of its subsidiaries; (g) Liens on property of any corporation that becomes a subsidiary of the Company after the date of this Agreement, provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary65%), and were not created in anticipation thereof; and (h) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (B) was created solely the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the purpose applicability of securing Debt representing unusually onerous stamp, transfer or incurred recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) shall not apply as to finance any such encumbrance of equity interests in Minority Holdings in favor of the cost holder(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such property, provided that no -------- such Lien shall extend to or cover any property of the Company or such subsidiaries other than the property acquired and the improvements thereofMinority Holdings.

Certain Liens. None of the Company Company, the Partnership or GGP, Inc. ------------- nor any of its subsidiaries their respective Affiliates controlled by them, respectively, will create, assume or suffer to exist encumber with any Lien on any asset now owned stock, partnership interest, joint venture interest, membership interest, beneficial interest or hereafter acquired by itother equity interest in any corporation, partnership, joint venture, limited liability company, trust or other than: entity that (ai) Liens owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, -------- however, that the foregoing prohibition shall not apply with respect to any of ------- the encumbrances existing on the date of hereof set forth in Schedule 10.13 -------------- hereto; and provided further; that the prohibition set forth in this Agreement securing Existing Debt; ---------------- subsection (bi) Liens imposed by shall not apply as to any governmental authority for taxessuch corporation, assessments partnership, joint venture, limited liability company, trust or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves other entity which owns Property with respect thereto are maintained on to which (A) the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like nonLoan-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits to-Value Ratio as to secure the performance of bids, trade contracts (other than all Secured Indebtedness for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto thatborrowed money related to such Property, in the aggregate, are after giving effect to such encumbrance, is not material greater than sixty-five percent (in amount or in kind65%) and that do not materially detract from the value of the property subject thereto, or interfere with the ordinary conduct of the business of the Company or any of its subsidiaries; (g) Liens on property of any corporation that becomes a subsidiary of the Company after the date of this Agreement, provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary, and were not created in anticipation thereof; and (h) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (B) was created solely the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this -------- ------- subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the purpose applicability of securing Debt representing unusually onerous stamp, transfer or incurred recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth ---------------- in this subsection (i) shall not apply as to finance any such encumbrance of equity interests in Minority Holdings in favor of holders(s) of the cost remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such property, provided that no -------- such Lien shall extend to or cover any property of the Company or such subsidiaries other than the property acquired and the improvements thereofMinority Holdings.

Certain Liens. None of the Company nor Reliant Energy will not, and will not permit any of its subsidiaries will createSignificant Subsidiaries to, assume pledge, mortgage, hypothecate or suffer to exist xxxxx x Xxxx upon, or permit any mortgage, pledge, security interest or other Lien on upon, the Capital Stock of any asset Significant Subsidiary of Reliant Energy now owned or hereafter acquired owned directly or indirectly by itReliant Energy; provided, other thanhowever, that this restriction shall neither apply to nor prevent the creation or existence of: (ai) any existing Liens or Liens arising under the Security Documents or any Permitted Facility; (ii) any Lien upon any such Capital Stock (or the Capital Stock of a holding company formed to acquire or hold such stock) created at the time of the acquisition thereof or within one year after such time to secure all or a portion of the purchase price for such Capital Stock; (iii) any Lien upon any such Capital Stock (or the Capital Stock of a holding company formed to acquire or hold such stock) existing thereon (A) at the time of the acquisition thereof or (B) at the time at which such Subsidiary first becomes a Significant Subsidiary, so long as such Lien was in existence prior to such time in accordance with the provisions of this Agreement and was not incurred in contemplation of such change of status; (iv) any Lien upon any such Capital Stock of any Subsidiary of Resources existing on the date of this Agreement securing Existing Debt; (b) Liens imposed by Closing Date or permitted to exist pursuant to any governmental authority for taxesindenture, assessments or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's loan agreement or other like non-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits agreement to secure the performance of bids, trade contracts (other than for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material (in amount or in kind) and that do not materially detract from the value of the property subject thereto, or interfere with the ordinary conduct of the business of the Company which Resources or any of its subsidiariesSubsidiaries is a party; (gv) Liens on property any Lien upon any such Capital Stock that is sold, transferred or otherwise disposed of pursuant to and in accordance with Section 8.4(c); (vi) any Permitted Lien upon any such Capital Stock; or (vii) any extension, renewal or refunding of any corporation that becomes a subsidiary of the Company after the date of this AgreementLien permitted by clause (i), provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary(ii), and were not created in anticipation thereof; and (hiii), (iv), (v) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (Bvi) was created solely for above on the purpose same Capital Stock (or the Capital Stock of securing Debt representing a holding company formed to acquire or incurred to finance the cost of hold such property, stock) previously subject thereto; provided that no -------- extension, renewal or refunding of any such Lien shall extend increase the principal amount of any Indebtedness secured thereby immediately prior to such extension, renewal or cover any property of the Company refunding, unless such Indebtedness is permitted by Section 8.3(b) or such subsidiaries other than the property acquired and the improvements thereofSection 8.4(b).

Certain Liens. None of Neither the Company Borrower, GGP, Inc. nor any of its subsidiaries ------------- their respective Affiliates controlled by them, respectively, will create, assume or suffer to exist encumber with any Lien on any asset now owned stock, partnership interest, joint venture interest, membership interest, beneficial interest or hereafter acquired by itother equity interest in any corporation, partnership, joint venture, limited liability company, trust or other than: entity that (ai) Liens owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with -------- ------- respect to any of the encumbrances existing on the date of hereof set forth in Schedule 10.12 hereto; and provided further; that the prohibition set forth -------------- ---------------- in this Agreement securing Existing Debt; subsection (bi) Liens imposed by shall not apply as to any governmental authority for taxessuch corporation, assessments partnership, joint venture, limited liability company, trust or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves other entity which owns Property with respect thereto are maintained on to which (A) the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like nonLoan-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits to-Value Ratio as to secure the performance of bids, trade contracts (other than all Secured Indebtedness for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto thatborrowed money related to such Property, in the aggregate, are after giving effect to such encumbrance, is not material greater than sixty-five percent (in amount or in kind65%) and that do not materially detract from the value of the property subject thereto, or interfere with the ordinary conduct of the business of the Company or any of its subsidiaries; (g) Liens on property of any corporation that becomes a subsidiary of the Company after the date of this Agreement, provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary, and were not created in anticipation thereof; and (h) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (B) was created solely the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this -------- ------- subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the purpose applicability of securing Debt representing unusually onerous stamp, transfer or incurred recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth -------- ------- in this subsection (i) shall not apply as to finance any such encumbrance of equity interests in Minority Holdings in favor of holders(s) of the cost remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such property, provided that no -------- such Lien shall extend to or cover any property of the Company or such subsidiaries other than the property acquired and the improvements thereofMinority Holdings.

Certain Liens. None of the Company nor Reliant Energy will not, and will not permit any of its subsidiaries will createSignificant Subsidiaries to, assume pledge, mortgage, hypothecate or suffer to exist grant a Lien upon, or permit any Lien on mortgage, pledge, security interesx xx xxxxx Xien upon, the Capital Stock of any asset Significant Subsidiary of Reliant Energy now owned or hereafter acquired owned directly or indirectly by itReliant Energy; provided, other thanhowever, that this restriction shall neither apply to nor prevent the creation or existence of: (ai) any existing Liens or Liens arising under the Security Documents or any Permitted Facility; (ii) any Lien upon any such Capital Stock (or the Capital Stock of a holding company formed to acquire or hold such stock) created at the time of the acquisition thereof or within one year after such time to secure all or a portion of the purchase price for such Capital Stock; (iii) any Lien upon any such Capital Stock (or the Capital Stock of a holding company formed to acquire or hold such stock) existing thereon (A) at the time of the acquisition thereof or (B) at the time at which such Subsidiary first becomes a Significant Subsidiary, so long as such Lien was in existence prior to such time in accordance with the provisions of this Agreement and was not incurred in contemplation of such change of status; (iv) any Lien upon any such Capital Stock of any Subsidiary of Resources existing on the date of this Agreement securing Existing Debt; (b) Liens imposed by Closing Date or permitted to exist pursuant to any governmental authority for taxesindenture, assessments or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's loan agreement or other like non-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits agreement to secure the performance of bids, trade contracts (other than for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material (in amount or in kind) and that do not materially detract from the value of the property subject thereto, or interfere with the ordinary conduct of the business of the Company which Resources or any of its subsidiariesSubsidiaries is a party; (gv) Liens on property any Lien upon any such Capital Stock that is sold, transferred or otherwise disposed of pursuant to and in accordance with Section 8.4(c); (vi) any Permitted Lien upon any such Capital Stock; or (vii) any extension, renewal or refunding of any corporation that becomes a subsidiary of the Company after the date of this AgreementLien permitted by clause (i), provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary(ii), and were not created in anticipation thereof; and (hiii), (iv), (v) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (Bvi) was created solely for above on the purpose same Capital Stock (or the Capital Stock of securing Debt representing a holding company formed to acquire or incurred to finance the cost of hold such property, stock) previously subject thereto; provided that no -------- extension, renewal or refunding of any such Lien shall extend increase the principal amount of any Indebtedness secured thereby immediately prior to such extension, renewal or cover any property of the Company refunding, unless such Indebtedness is permitted by Section 8.3(b) or such subsidiaries other than the property acquired and the improvements thereofSection 8.4(b).

Certain Liens. None of Neither the Company Borrower, GGP, Inc. nor any of its subsidiaries their respective Affiliates controlled by them, respectively, will create, assume or suffer to exist encumber with any Lien on any asset now owned stock, partnership interest, joint venture interest, membership interest, beneficial interest or hereafter acquired by itother equity interest in any corporation, partnership, joint venture, limited liability company, trust or other than: entity that (ai) Liens owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with respect to any of the encumbrances existing on the date of hereof set forth in Schedule 10.12 hereto; and provided further that the prohibition set forth in this Agreement securing Existing Debt; subsection (bi) Liens imposed by shall not apply as to any governmental authority for taxessuch corporation, assessments partnership, joint venture, limited liability company, trust or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves other entity which owns Property with respect thereto are maintained on to which the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like nonLoan-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits to-Value Ratio as to secure the performance of bids, trade contracts (other than all Secured Indebtedness for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto thatborrowed money related to such Property, in the aggregate, are before giving effect to such encumbrance, is not material greater than fifty percent (50%), and, after giving effect to such encumbrance, is not greater than sixty- five percent (65%); and provided further that the prohibition set forth in amount this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in kindquestion does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) and that do shall not materially detract from the value apply as to any such encumbrance of equity interests in Minority Holdings in favor of the property subject thereto, or interfere with the ordinary conduct holder(s) of the business of remaining equity interests in such Minority Holdings to secure obligations under the Company or any of its subsidiaries; (g) Liens on property of any corporation that becomes a subsidiary of the Company after the date of this Agreement, provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary, and were not created in anticipation thereof; and (h) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Debt representing or incurred to finance the cost applicable Organizational Documents of such property, provided that no -------- such Lien shall extend to or cover any property of the Company or such subsidiaries other than the property acquired and the improvements thereofMinority Holdings.

Certain Liens. None of the Company nor Borrower, GGP, Inc. or any of its subsidiaries the ------------- Affiliates which are controlled by them, respectively, will create, assume or suffer to exist encumber with any Lien on any asset now owned stock, partnership interest, joint venture interest, membership interest, beneficial interest or hereafter acquired by itother equity interest in any corporation, partnership, joint venture, limited liability company, trust or other than: entity that (ai) Liens owns any of the respective Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall --------- ------- not apply with respect to any of the encumbrances existing on the date of hereof set forth in Schedule 10.12 hereto; and provided further; that the -------------- ---------------- prohibition set forth in this Agreement securing Existing Debt; subsection (bi) Liens imposed by shall not apply as to any governmental authority for taxessuch -------------- corporation, assessments partnership, joint venture, limited liability company, trust or charges not yet past due or that are being contested in good faith and by appropriate proceedings if adequate reserves other entity which owns Property with respect thereto are maintained on to which (A) the books of the Company in accordance with generally accepted accounting principles; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like nonLoan-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits to-Value Ratio as to secure the performance of bids, trade contracts (other than all Secured Indebtedness for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto thatborrowed money related to such Property, in the aggregate, are after giving effect to such encumbrance, is not material greater than sixty-five percent (in amount or in kind65%) and that do not materially detract from the value of the property subject thereto, or interfere with the ordinary conduct of the business of the Company or any of its subsidiaries; (g) Liens on property of any corporation that becomes a subsidiary of the Company after the date of this Agreement, provided that such Liens are in -------- existence at the time such corporation becomes such subsidiary, and were not created in anticipation thereof; and (h) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (B) was created solely the Loan-to-Value ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in -------- ------- this subsection (i) shall not apply as to any such encumbrance granted -------------- to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the purpose applicability of securing Debt representing unusually onerous stamp, transfer or incurred recording taxes and fees in connection with such encumbrance; and provided further -------- ------- that the prohibition set forth in this subsection (i) shall not apply as to finance any such encumbrance of equity interests in Minority Holdings in favor of holders(s) of the cost remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such property, provided that no -------- such Lien shall extend to or cover any property of the Company or such subsidiaries other than the property acquired and the improvements thereofMinority Holdings.".