Common use of No Other Liens Clause in Contracts

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all Leases; (ii) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holder.

No Other Liens. Grantor Except for the Permitted Exceptions, Mortgagor will not, without the prior written consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor Subject to the terms of the Oil and Gas Lease, Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee. If Holder Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “Subordinate LienMortgage”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienMortgage, any such Subordinate Lien Mortgage shall contain express covenants to the effect that: (i1) the Subordinate Lien Mortgage is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienMortgage, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder Mortgagee of the Subordinate LienMortgage, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate LienMortgage; (iv4) written notice of default under the Subordinate Lien Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Mortgage or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Mortgagee with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder Mortgagee of the Subordinate LienMortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of GrantorMortgagor’s rights hereunder without the prior written consent of HolderMortgagee.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all Leases; (ii) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holder.

No Other Liens. Grantor Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor will notit permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) to, without the prior written consent of Holderthe Pledgee, create, place (i) enter into or permit to be created exist any arrangement or placedagreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or through incurring any act Lien upon such Pledgor’s properties, revenues or failure to act, acquiesce assets whether now owned or hereafter acquired other than as permitted in the placing ofSecured Note Agreement, or allow (ii) permit any Lien to remain, exist on any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted EncumbrancesLiens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the same are expressly Secured Note Agreement or (iv) except as otherwise subordinate permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the lien Pledgor or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property Pledgee (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of extent the Property or if the foregoing prohibition Pledgee is determined by a court of competent jurisdiction entitled hereunder to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all Leases; (ii) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lien, shall be applied first to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Secured Indebtedness then due and expenses incurred in the ownershipPledgor, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment make transfers or distributions of a receiver for all or any part of its assets to the Property shall be given Pledgor or any Person owning or holding the Capital Stock with respect to Holder with such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or immediately after such Issuing Entity in the occurrence ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any such default or commencement; Governmental Authority, and (vz) neither restrictions and conditions arising under the holder of Secured Note Agreement and the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holderother Secured Note Documents.

No Other Liens. Grantor will notThe parties hereto (including the Borrower, without on behalf of the prior written consent Grantors) agree that it is their intention that the Senior Collateral and Junior Priority Collateral be identical, except to the extent otherwise expressly set forth herein or to the extent not constituting Shared Collateral. The parties hereto further agree that, so long as the Discharge of HolderSenior Obligations has not occurred, create(a) none of the Grantors shall, place or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to be created or placedsecure any Junior Priority Debt Obligation unless it has granted, or through concurrently therewith grants, a Lien on such asset to secure the Senior Obligations, and (b) if any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, Junior Priority Representative or any part thereof, other than the Permitted Encumbrances, regardless Junior Priority Debt Party shall hold any Lien on any assets or property of whether the same any Grantor securing any Junior Priority Debt Obligations that are expressly or otherwise subordinate not also subject to the lien Liens securing all Senior Obligations under the Senior Priority Collateral Documents, such Junior Priority Representative or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: Junior Priority Debt Party (i) shall notify the Subordinate Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien is unconditionally subordinate on such assets or property to this Deed each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of Trust the Senior Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and all Leases; (ii) if any action (whether judicial until such assignment or pursuant such grant of a similar Lien to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lieneach Senior Representative, shall be applied first deemed to hold and have held such Lien for the payment benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Indebtedness then due Party, each Junior Priority Representative agrees, for itself and expenses incurred in the ownership, operation and maintenance on behalf of the Property in such order as Holder may determineother Junior Priority Debt Parties, prior to being applied that any amounts received by or distributed to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement Junior Priority Debt Party pursuant to or as a result of any action (whether judicial or pursuant to a power Lien granted in contravention of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property this Section 2.04 shall be given subject to Holder with or immediately after the occurrence of any such default or commencement; Sections 4.01 and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holder4.02.

No Other Liens. Grantor will notThe parties hereto (including the Borrower, without on behalf of the prior written consent Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of HolderABL Obligations has not occurred, create(a) none of the Grantors shall, place or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to be created or placedsecure any Term Priority Debt Obligation unless it has granted, or through concurrently therewith grants, a Lien on such asset to secure the ABL Obligations, and (b) if any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, Term Priority Representative or any part thereof, other than the Permitted Encumbrances, regardless Term Priority Debt Party shall hold any Lien on any assets or property of whether the same any Grantor securing any Term Priority Debt Obligations that are expressly or otherwise subordinate not also subject to the lien Liens securing all ABL Obligations under the ABL Collateral Documents, such Term Priority Representative or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: Term Priority Debt Party (i) shall notify the Subordinate ABL Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien is unconditionally subordinate on such assets or property to this Deed the ABL Representative as security for the ABL Obligations, shall assign such Lien to the ABL Representative as security for all ABL Obligations for the benefit of Trust the ABL Secured Parties (but may retain a Lien on such assets or property subject to the terms hereof) and all Leases; (ii) if any action (whether judicial until such assignment or pursuant such grant of a similar Lien to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate LienABL Representative, shall be applied first deemed to hold and have held such Lien for the payment benefit of the ABL Representative and the other ABL Secured Indebtedness then due and expenses incurred in Parties as security for the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencementABL Obligations; and (vII) neither so long as the holder Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Subordinate LienGrantors shall, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under shall permit any of them its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Representative or any ABL Secured Party shall succeed hold any Lien on any assets or property of any Grantor securing any ABL Obligations that are not also subject to the Liens securing all Term Priority Debt Obligations under the Term Collateral Documents, the ABL Representative or any ABL Secured Party (i) shall notify the Designated Term Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the other Term Priority Debt Parties, that any amounts received by or distributed to any Term Priority Debt Party pursuant to or as a result of Grantor’s rights hereunder any Lien granted in contravention of this Section 2.04 shall be subject to Sections 4.01 and 4.02 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the prior written consent ABL Representative agrees, for itself and on behalf of Holderthe other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Sections 4.01 and 4.02.

No Other Liens. Grantor will notThe parties hereto agree that, without so long as the prior written consent Discharge of HolderSenior Obligations has not occurred, createnone of the Grantors shall, place or shall permit any of its subsidiaries to, grant or permit any Lien on any asset to be created or placedsecure any Second Priority Debt Obligation unless it has granted, or through concurrently therewith grants, a Lien on such asset to secure the Senior Obligations. If any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, Second Priority Representative or any part thereof, other than the Permitted Encumbrances, regardless Second Priority Debt Party shall hold any Lien on any assets or property of whether the same any Grantor securing any Second Priority Debt Obligations that are expressly or otherwise subordinate not also subject to the lien Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: Second Priority Debt Party (i) shall notify the Subordinate Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien is unconditionally subordinate on such assets or property to this Deed each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for the Senior Obligations for the benefit of Trust the Senior Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and all Leases; (ii) if any action (whether judicial until such assignment or pursuant such grant of a similar Lien to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lieneach Senior Representative, shall be applied first deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations (in accordance with the Lien priorities set forth herein). If any Senior Representative shall hold any Lien on any assets or property of any Grantor securing any Senior Obligations that are not also subject to the payment second priority Liens securing all Second Priority Debt Obligations under the Second Priority Collateral Documents, such Senior Representative shall notify the Designated Second Priority Representative promptly upon becoming aware thereof. To the extent that the provisions of the third and second immediately preceding sentences of this Section 2.04 are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Indebtedness then due Party, each Second Priority Representative agrees, for itself and expenses incurred in the ownership, operation and maintenance on behalf of the Property in such order as Holder may determineother Second Priority Debt Parties, prior to being applied that any amounts received by or distributed to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement Second Priority Debt Party pursuant to or as a result of any action (whether judicial or pursuant to a power Lien granted in contravention of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property this Section 2.04 shall be given subject to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of HolderSection 4.02.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holder.

No Other Liens. Grantor Except for the Bank Mortgage and the Permitted Exceptions, Mortgagor will not, without the prior written consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor Subject to the terms of the Ground Lease, Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee. If Holder Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”Mortgage") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienMortgage, any such Subordinate Lien Mortgage shall contain express covenants to the effect that: (i1) the Subordinate Lien Mortgage is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienMortgage, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder Mortgagee of the Subordinate LienMortgage, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate LienMortgage; (iv4) written notice of default under the Subordinate Lien Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Mortgage or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Mortgagee with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder Mortgagee of the Subordinate LienMortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s Mortgagor's rights hereunder without the prior written consent of HolderMortgagee.

No Other Liens. Grantor will notThe parties hereto (including the Borrowers, without on behalf of the prior written consent Grantors) agree that it is their intention that the Senior Collateral and Junior Priority Collateral be identical, except to the extent otherwise expressly set forth herein. The parties hereto further agree that, so long as the Discharge of HolderSenior Obligations has not occurred, create(a) none of the Grantors shall, place or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to be created or placedsecure any Junior Priority Debt Obligation unless it has granted, or through concurrently therewith grants, a Lien on such asset to secure the Senior Obligations, and (b) if any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, Junior Priority Representative or any part thereof, other than the Permitted Encumbrances, regardless Junior Priority Debt Party shall hold any Lien on any assets or property of whether the same any Grantor securing any Junior Priority Debt Obligations that are expressly or otherwise subordinate not also subject to the lien Liens securing all Senior Obligations under the Senior Priority Collateral Documents, such Junior Priority Representative or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: Junior Priority Debt Party (i) shall notify the Subordinate Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien is unconditionally subordinate on such assets or property to this Deed each Senior Priority Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of Trust the Senior Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and all Leases; (ii) if any action (whether judicial until such assignment or pursuant such grant of a similar Lien to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lieneach Senior Representative, shall be applied first deemed to hold and have held such Lien for the payment benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Indebtedness then due Party, each Junior Priority Representative agrees, for itself and expenses incurred in the ownership, operation and maintenance on behalf of the Property in such order as Holder may determineother Junior Priority Debt Parties, prior to being applied that any amounts received by or distributed to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement Junior Priority Debt Party pursuant to or as a result of any action (whether judicial or pursuant to a power Lien granted in contravention of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property this Section 2.04 shall be given subject to Holder with or immediately after the occurrence of any such default or commencement; Sections 4.01 and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holder4.02.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Amended and Restated Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Amended and Restated Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of Holder. Notwithstanding the foregoing, the lien of this Amended and Restated Deed of Trust shall be subordinate to the lien of the VHDA Permanent Debt and the CONA Interim Construction Debt (as defined in the Loan Agreement) (the "First Trust"), which First Trust is to be recorded and filed for record in the land records of Arlington County, Virginia either prior to or after the recordation of this Amended and Restated Deed of Trust, and shall have this Amended and Restated Deed of Trust and other documents relating to the Consolidated CDBG/AHIF Loan subordinated to the First Trust.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this County Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxxthe Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this County Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of HolderXxxxxx. Notwithstanding the foregoing, the lien of this County Deed of Trust shall be subordinate to the lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the land records of Arlington County, Virginia either prior to or after the recordation of this County Deed of Trust, and shall have this County Deed of Trust and other documents relating to the County Loans subordinated to the Senior Trust.

No Other Liens. Grantor will Trustor shall not, without the prior written consent of HolderBeneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any other deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering all or any portion of the Property, whether senior or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate junior to the lien or security interest created of this Instrument. Except as described in this Deed of Trustthe Ground Lease, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will Trustor shall own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxBeneficiary. If Holder consents Beneficiary consents, in its sole discretion, to the voluntary grant by Grantor Trustor of any other deed of trust, lien, security interest, or other encumbrance (hereinafter called a “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain (or alternatively, shall be deemed to contain, as a result of the public notice provided through the recordation of this Instrument) express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderBeneficiary; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness Obligations then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Beneficiary may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Beneficiary with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of GrantorTrustor’s rights hereunder without the prior written consent of HolderBeneficiary. As a condition to the creation of a Subordinate Lien, if requested by Beneficiary, the holder of the Subordinate Lien shall enter into a subordination agreement with, and in form and substance satisfactory to, Beneficiary, and any failure to do so shall cause the Subordinate Lien to be void ab initio.

No Other Liens. Grantor Mortgagor will not, without the prior written -------------- consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trustmortgage, mortgagesecurity instrument, voluntary or involuntary lien, whether statutory, constitutional or contractual, security title, interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property Property, pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee, which consent shall not be unreasonably withheld. If Holder Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering conveying or encumbering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness secured indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holder.;

No Other Liens. Grantor Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor will notit permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) to, without the prior written consent of Holderthe Pledgee, create, place (i) enter into or permit to be created exist any arrangement or placedagreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or through incurring any act Lien upon such Pledgor’s properties, revenues or failure to act, acquiesce assets whether now owned or hereafter acquired other than as permitted in the placing ofCredit Agreement, or allow (ii) permit any Lien to remain, exist on any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted EncumbrancesLiens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the same are expressly Credit Agreement or (iv) except as otherwise subordinate permitted in the Credit Agreement, enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the lien Pledgor or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property Pledgee (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of extent the Property or if the foregoing prohibition Pledgee is determined by a court of competent jurisdiction entitled hereunder to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all Leases; (ii) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lien, shall be applied first to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Secured Indebtedness then due and expenses incurred in the ownershipPledgor, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment make transfers or distributions of a receiver for all or any part of its assets to the Property shall be given Pledgor or any Person owning or holding the Capital Stock with respect to Holder with such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or immediately after such Issuing Entity in the occurrence ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any such default or commencement; Governmental Authority, and (vz) neither restrictions and conditions arising under the holder of Credit Agreement and the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holderother Loan Documents.

No Other Liens. Grantor will notMortgagor shall not consent, without the prior written consent of Holderagree to, create, place or permit to be created or placedany mortgage lien, or through any act security interest upon or failure to act, acquiesce in affecting the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, Security or any part thereof, thereof except (a) as granted or permitted in this Mortgage and any other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created granted to Mortgagee and (b) under any Personalty Leases (to the extent they are deemed to constitute financing agreements), subject to Mortgagor’s right to contest involuntary liens as hereinafter provided. Mortgagor will promptly pay and discharge any and all amounts which are now or hereafter become liens against the Security whether or not superior to the lien hereof or to any assignment of rents and leases given to Mortgagee; provided, however, in this Deed the case of Trustan involuntary lien Mortgagor may in good faith contest, at Mortgagor’s sole cost and expense, by proper legal proceedings, the validity or amount of any involuntary lien, on the condition that if such involuntary lien exceeds $100,000, Mortgagor first shall deposit with Mortgagee, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Mortgagor is ultimately required to pay such contested item, and should any on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the foregoing become attached hereafter in any manner to any part of Security, or the Property without lien thereon created by the prior written consent of Holderitem being contested, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of sold for the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interestnonpayment thereof, or other encumbrance (hereinafter called “Subordinate Lien”) covering any as shall permit an action, either of the Property foreclosure or if the foregoing prohibition is determined by a court of competent jurisdiction otherwise, to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all Leases; (ii) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected commenced by or for the holder of any such lien. Mortgagor will not claim any credit on, or make any deduction from the Subordinate Lien, shall be applied first to Indebtedness by reason of the payment of, any lien. The covenants of this Section shall survive any foreclosure and sale of the Secured Indebtedness then due Security and expenses incurred any conveyance thereof by deed in the ownership, operation and maintenance lieu of foreclosure with respect to any such liens in existence as of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice date of default under the Subordinate Lien and written notice transfer of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holdertitle.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Amended and Restated Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxxthe Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Amended and Restated Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of Holder.

No Other Liens. Except as otherwise permitted in the Credit Agreement, Grantor will not, without the prior written consent of HolderAgent, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of HolderAgent, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Mortgaged Property pursuant to a lease, license, security agreement agreement, or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxAgent, except for equipment leases entered into in the ordinary course of Grantor's business. If Holder Agent consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”"SUBORDINATE DEED OF TRUST") covering any of the Mortgaged Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienDeed of Trust, any such Subordinate Lien Deed of Trust shall contain express covenants to the effect that: (i1) the Subordinate Lien Deed of Trust is unconditionally subordinate to this Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienDeed of Trust, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderAgent; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate LienDeed of Trust, shall be applied first to the payment of the Secured Indebtedness secured indebtedness then due and expenses incurred in the ownership, operation operation, and maintenance of the Mortgaged Property in such order as Holder may determineprovided in the Credit Agreement, prior to being applied to any indebtedness secured by the Subordinate LienDeed of Trust; (iv4) written notice of default under the Subordinate Lien Deed of Trust and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Deed of Trust or to seek the appointment of a receiver for all or any part of the Mortgaged Property shall be given to Holder Agent with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate LienDeed of Trust, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of HolderAgent.

No Other Liens. Grantor will not, without the prior written consent of HolderAgent, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of HolderAgent, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Mortgaged Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxAgent. If Holder Agent consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”"SUBORDINATE MORTGAGE") covering any of the Mortgaged Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienMortgage, any such Subordinate Lien Mortgage shall contain express covenants to the effect that: (i1) the Subordinate Lien Mortgage is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienMortgage, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderAgent; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate LienMortgage, shall be applied first to the payment of the Secured Indebtedness secured indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Holder Agent may determine, prior to being applied to any indebtedness secured by the Subordinate LienMortgage; (iv4) written notice of default under the Subordinate Lien Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Mortgage or to seek the appointment of a receiver for all or any part of the Mortgaged Property shall be given to Holder Agent with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate LienMortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming claiming, by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of HolderAgent.

No Other Liens. Except as otherwise specifically provided herein or in the Loan Agreement, the Grantor will shall not create, consent to, agree to, permit or suffer to exist any mortgage, security interest, attachment, lis pendens, mechanic's or materialman's lien or other lien or encumbrance upon or affecting the Mortgaged Property, whether superior or inferior to the lien of this Deed of Trust (including, without limitation, the filing of a notice of federal or state tax lien at any location at which by law such notice must be filed in order to be effective against the Mortgaged Property, whether or not such lien applies, by its terms, to the Mortgaged Property), except as granted in this Deed of Trust and any other lien or security interest granted to the Beneficiary or the Trustee for the benefit of the Beneficiary. If this Deed of Trust, by its terms, is now, or at any time hereafter, subject or subordinate to a prior mortgage, the Grantor shall not, without the prior written consent of Holderthe Beneficiary, createin each instance, place or permit to which consent may be created or placed, or through any act or failure to act, acquiesce withheld in the placing ofBeneficiary's sole and absolute discretion, agree at any time to any waiver, revision, modification, amendment, indulgence, suspension or allow extension of or any addition to remainany of the provisions, terms, conditions or payments of such prior mortgage. The Grantor shall promptly pay and discharge any deed of trust, mortgage, voluntary and all amounts which are now or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, hereafter become liens against or covering the Mortgaged Property, or any part thereofexcept for such liens, other than the Permitted Encumbrancesif any, regardless of whether the same are expressly or otherwise subordinate specifically permitted pursuant to the lien or security interest created in provisions of this Deed of TrustTrust or the Loan Agreement, and should in default thereof, the Beneficiary, upon five (5) days' notice to the Grantor, may pay and discharge the same, and any amount so paid or advanced by the Beneficiary and all costs and expenses reasonably incurred in connection therewith (including, without limitation, attorneys' fees and expenses and court costs), shall be a demand obligation of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trustBeneficiary, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants and to the effect that: (i) extent permitted by applicable law, shall be added to the Subordinate Lien is unconditionally subordinate to Obligations and shall be secured by the liens of this Deed of Trust and all Leases; (ii) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named other Loan Documents as a party defendant, fully and no action shall be taken that would terminate any occupancy or tenancy without effectively and with the prior written consent same priority as every other obligation of Holder; (iii) Rentsthe Grantor secured hereby and, if collected not paid within ten (10) days after demand, shall thereafter (to the extent permitted by or for applicable law) bear interest at the holder Advances Rate until the date of payment. The covenants of this Section 9 shall survive any foreclosure of the Subordinate Lien, shall be applied first Mortgaged Property with respect to the payment any such liens in existence as of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance date of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice transfer of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holdertitle.

No Other Liens. Grantor Mortgagor shall not consent, agree to, or permit any mortgage, lien, or security interest upon or affecting the Security or any part thereof except as granted or permitted in this Mortgage and any other lien or security interest granted to Mortgagee. Normal and customary equipment leases and purchase money financing obtained to purchase new Personal Property, in either case entered into in the ordinary course of Mortgagor's business, shall not constitute a violation of the provisions of this Section 17. Mortgagor will, subject to Mortgagor's contest rights set forth in Section 4 above, which shall be applicable hereto, mutatis mutandis, promptly pay and discharge any and all amounts which are now or hereafter become liens against the Security whether or not superior to the lien hereof or to any assignment of rents and leases given to Mortgagee. Mortgagor will not, without the express prior written consent of HolderMortgagee, create, place conduct any business or permit to be created or placed, or through acquire any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate properties except for business and properties relating to the lien or security interest created Security. Mortgagor is and shall at all times while this Mortgage is in this Deed of Trusteffect remain a single purpose entity, with its only business being the ownership and should any operation of the foregoing become attached hereafter in Security. Mortgagor will not incur any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property debt and will not acquire guarantee the debt of any fixturesother person or party except the Affiliate Subordinate Financing (as hereinafter defined), equipment or other property (including software embedded therein) forming a part of the Property indebtedness incurred pursuant to a lease, license, security agreement or similar agreement, whereby this Mortgage and any party has or may other unsecured indebtedness incurred by Mortgagor to obtain the right funds to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all Leases; (ii) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred invest in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of HolderSecurity.

No Other Liens. Grantor Mortgagor will not, without the prior written consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee. If Holder Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder Mortgagee of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Mortgagee with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder Mortgagee of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of GrantorMortgagor’s rights hereunder without the prior written consent of HolderMortgagee.

No Other Liens. Grantor will not, without the prior written consent of HolderBeneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted EncumbrancesExceptions, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of HolderBeneficiary, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxBeneficiary. If Holder Beneficiary consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”Mortgage“) covering any of the Mortgaged Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienMortgage, any such Subordinate Lien Mortgage shall contain express covenants to the effect that: (i1) the Subordinate Lien Mortgage is unconditionally subordinate to this Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienMortgage, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderBeneficiary; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate LienMortgage, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Beneficiary may determine, prior to being applied to any indebtedness secured by the Subordinate LienMortgage; (iv4) written notice of default under the Subordinate Lien Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Mortgage or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Beneficiary with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate LienMortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s Grantors’ rights hereunder without the prior written consent of HolderBeneficiary.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. : Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Mortgaged Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”"SUBORDINATE MORTGAGE") covering any of the Mortgaged Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienMortgage, any such Subordinate Lien Mortgage shall contain express covenants to the effect that: (i1) the Subordinate Lien Mortgage is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienMortgage, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate LienMortgage, shall be applied first to the payment of the Secured Indebtedness secured indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate LienMortgage; (iv4) written notice of default under the Subordinate Lien Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Mortgage or to seek the appointment of a receiver for all or any part of the Mortgaged Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate LienMortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of HolderXxxxxx.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this County Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxxthe Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this County Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of HolderXxxxxx. Notwithstanding the foregoing, the lien of this County Deed of Trust shall be subordinate to the lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the land records of Arlington County, Virginia either prior to or after the recordation of this County Deed of Trust, and shall have this County Deed of Trust and other documents relating to the CHDO-HOME Loan subordinated to the Senior Trust.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this County Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxxthe Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this County Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of Holder. Notwithstanding the foregoing, the lien of this County Deed of Trust shall be subordinate to the lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the Arlington County Land Records either prior to or after the recordation of this County Deed of Trust, and shall have this County Deed of Trust and other documents relating to the County AHIF Loan subordinated to the Senior Trust.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of Holder.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this CDBG Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxxthe Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this CDBG Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of Holder. Notwithstanding the foregoing, the lien of this CDBG Deed of Trust shall be subordinate to the lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the Arlington County Land Records either prior to or after the recordation of this CDBG Deed of Trust, and shall have this CDBG Deed of Trust and other documents relating to the CDBG Loan subordinated to the Senior Trust.

No Other Liens. Grantor Except for the Permitted Encumbrances, Mortgagor will not, without the prior written consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor Subject to the terms of the Oil and Gas Lease, Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee. If Holder Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “Subordinate LienMortgage”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienMortgage, any such Subordinate Lien Mortgage shall contain express covenants to the effect that: (i1) the Subordinate Lien Mortgage is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienMortgage, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder Mortgagee of the Subordinate LienMortgage, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate LienMortgage; (iv4) written notice of default under the Subordinate Lien Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Mortgage or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Mortgagee with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder Mortgagee of the Subordinate LienMortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of GrantorMortgagor’s rights hereunder without the prior written consent of HolderMortgagee.

No Other Liens. Grantor Mortgagor will not, without the prior written consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee. If Holder Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder Mortgagee of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Mortgagee with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder Mortgagee of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of GrantorMortgagor’s rights hereunder without the prior written consent of HolderMortgagee.

No Other Liens. Grantor Except for the Permitted Exceptions, Mortgagor will not, without the prior written consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor Subject to the terms of the Oil and Gas Lease, Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee. If Holder Mortgagee consents to the voluntary grant by Grantor Mxxxxxxxx of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “Subordinate LienMortgage”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienMortgage, any such Subordinate Lien Mortgage shall contain express covenants to the effect that: (i1) the Subordinate Lien Mortgage is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienMortgage, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder Mortgagee of the Subordinate LienMortgage, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate LienMortgage; (iv4) written notice of default under the Subordinate Lien Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Mortgage or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Mortgagee with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder Mortgagee of the Subordinate LienMortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of GrantorMxxxxxxxx’s rights hereunder without the prior written consent of HolderMortgagee.

No Other Liens. Grantor will not, without (A) Without the prior written consent of HolderMortgagee, create, place Mortgagor shall not create or cause or permit to be created or placed, or through exist any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien on or security interest created in this Deed the Mortgaged Property, including any furniture, fixtures, appliances, equipment or other items of Trust, and should any of the foregoing personal property which are intended to be or become attached hereafter in any manner to any part of the Mortgaged Property, except the lien created hereby and any other liens granted to or previously or hereafter approved by Mortgagee, including Permitted Encumbrances (as defined in the Bond Agreement). (B) Except as provided in (A) above, no lien or encumbrance of any type, whether voluntary or involuntary, shall be permitted to be filed or entered against the Mortgaged Property without the prior written consent of HolderMortgagee. If any such lien or encumbrance is filed or entered, Grantor will cause Mortgagor shall have it removed of record within thirty (30) days after it is filed or entered. (C) Mortgagor shall have no right to permit the same holder of any subordinate mortgage or other subordinate lien, whether or not consented to be promptly discharged and released. Grantor will own by Mortgagee, to terminate any lease of all parts or a portion of the Mortgaged Property and will whether or not acquire any fixtures, equipment such lease is subordinate (whether by law or the terms of such lease or other property (including software embedded thereinagreement) forming a part to the lien of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, this Mortgage without first obtaining the prior written consent of XxxxxxMortgagee. If Holder consents to The holder of the voluntary grant by Grantor of any deed of trust, lien, security interest, subordinate mortgage or other encumbrance (hereinafter called “Subordinate Lien”) covering subordinate lien shall have no such right, whether by foreclosure of its mortgage or lien or otherwise, to terminate any of the Property such lease, whether or if the foregoing prohibition is determined by a court of competent jurisdiction not permitted to be unenforceable so by Mortgagor or as to a Subordinate Lienmatter of law, and any such Subordinate Lien shall contain express covenants attempt to the effect that: (i) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and all Leases; (ii) if terminate any action (whether judicial or pursuant to a power of sale) such lease shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases shall be named as a party defendant, ineffective and no action shall be taken that would terminate any occupancy or tenancy void without first obtaining the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of HolderMortgagee.

No Other Liens. Grantor Mortgagor will not, without the prior written consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee. If Holder Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder Mortgagee of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder Mortgagee with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder Mortgagee of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s Mortgagor's rights hereunder without the prior written consent of HolderMortgagee.

No Other Liens. Grantor will not, without the prior written consent of HolderAdministrative Lender, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of HolderAdministrative Lender, Grantor will cause the same to be promptly discharged and released. Except as may be otherwise provided in the Credit Agreement, Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Mortgaged Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxAdministrative Lender. If Holder Administrative Lender consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance which is not otherwise permitted by the Credit Agreement (hereinafter called “"Subordinate Lien”Mortgage") covering any of the Mortgaged Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate LienMortgage, any such Subordinate Lien Mortgage shall contain express covenants to the effect that: (i1) the Subordinate Lien Mortgage is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate LienMortgage, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderAdministrative Lender; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate LienMortgage, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Holder Administrative Lender may determine, prior to being applied to any indebtedness secured by the Subordinate LienMortgage; (iv4) written notice of default Default under the Subordinate Lien Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien Mortgage or to seek the appointment of a receiver for all or any part of the Mortgaged Property shall be given to Holder Administrative Lender with or immediately after the occurrence of any such default Default or commencement; and (v5) neither the holder of the Subordinate LienMortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of Holder.Administrative Lender

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this County Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxxthe Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this County Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of Holder. Notwithstanding the foregoing, the lien of this County Deed of Trust shall be subordinate to the lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the Arlington County Land Records either prior to or after the recordation of this County Deed of Trust, and shall have this County Deed of Trust and other documents relating to the County Loan subordinated to the Senior Trust.

No Other Liens. Grantor Mortgagor will not, without the prior written consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and Mortgagor will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee; provided, however, that the prohibition on acquisitions in the foregoing sentence shall not apply unless there has been a Default. If Holder Except for Permitted Encumbrances, if Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property Premises or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property Premises in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property Premises shall be given to Holder Mortgagee with or immediately after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of GrantorMortgagor’s rights hereunder without the prior written consent of HolderMortgagee. Mortgagor represents and warrants that no notices of commencement (as identified in Ohio Revised Code Section 1311.04) as to the Premises has been filed or will be filed prior to the filing for record of this Mortgage and that Mortgagor shall promptly provide Mortgagee with a copy of all notices of furnishing (as identified in Ohio Revised Code Section 1311.05) received by Mortgagor.

No Other Liens. Grantor Mortgagor will not, without the prior written -------------- consent of HolderMortgagee, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security title, interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of TrustMortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of HolderMortgagee, Grantor Mortgagor will cause the same to be promptly discharged and releasedreleased or bonded over within ten (10) days. Grantor Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a material part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of XxxxxxMortgagee. If Holder Mortgagee consents to the voluntary grant by Grantor Mortgagor of any deed of trustmortgage, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering conveying or encumbering any ---------------- of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust Mortgage and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of HolderMortgagee; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness secured indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder Mortgagee may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and (v) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holder.;

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Amended and Restated Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxxthe Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this Amended and Restated Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of HolderXxxxxx.

No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this County Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxxthe Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “"Subordinate Lien”") covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i1) the Subordinate Lien is unconditionally subordinate to this County Deed of Trust and all LeasesLeases (hereinafter defined); (ii2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Lien, no tenant of any of the Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii3) RentsRents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the payment of the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Lien or to seek the appointment of a receiver for all or any part of the Property shall be given to Holder with or immediately promptly after the occurrence of any such default or commencement; and (v5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s 's rights hereunder without the prior written consent of HolderXxxxxx. Notwithstanding the foregoing, the lien of this County Deed of Trust shall be subordinate to the lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the Arlington County Land Records either prior to or after the recordation of this County Deed of Trust, and shall have this County Deed of Trust and other documents relating to the County AHIF Loan subordinated to the Senior Trust.