Common use of Restricted Sale and Encumbrance of Project and of Borrower Interests; Other Indebtedness Clause in Contracts

Restricted Sale and Encumbrance of Project and of Borrower Interests; Other Indebtedness. Neither Borrower nor Principal shall engage in any Sale or Encumbrance without the prior written consent of Lender (which may be withheld by Lender in Lender’s sole and absolute discretion). Borrower will not issue any additional Equity Interests in Borrower. In addition, Borrower shall not permit Mortgagor to issue any additional Equity Interests in Mortgagor. In addition, Borrower shall not, nor shall it permit Mortgagor to, incur any indebtedness, whether secured or unsecured, other than (i) the Senior Loan and this Loan, (ii) obligations under interest rate hedging arrangements related to the Senior Loan and (iii) trade and operational indebtedness incurred in the ordinary course of business (including construction and operation of the Project) or for its administrative functions. Notwithstanding the foregoing, Lender’s consent shall not be required for: (i) the grant of a leasehold interest in an individual dwelling unit for a term of two years or less not containing an option to purchase and otherwise in compliance with Section 13(f) hereof; (ii) a Sale of obsolete, worn out or damaged property or fixtures that is contemporaneously replaced by items of equal or better function and quality, which are free of liens, encumbrances and security interests other than Permitted Exceptions, those created by the Loan Documents or the Senior Loan Documents or those otherwise consented to by Lender; (iii) a Sale that results from theft, condemnation or other involuntary conversion; (iv) the Sale (including through consumption) of personal property in the ordinary course of business that is contemporaneously replaced by items of equal or better function and quality; (v) the grant of an easement if, before the grant, Lender determines (which determination must be made reasonably) that the easement will not materially affect the operation or value of the Project and Borrower pays to Lender, upon demand, all reasonable costs and expenses incurred by Lender in connection with reviewing Borrower’s request; and (vi) the creation of (1) a lien for taxes, assessments or other governmental charges or levies that are not then due or that are being contested in good faith and in accordance with applicable statutory procedures or (2) a mechanic’s lien against the Project which is bonded off, released of record or otherwise remedied to Lender’s reasonable satisfaction within 30 days of the date of creation.

Restricted Sale and Encumbrance of Project and of Borrower Interests; Other Indebtedness. Neither Borrower nor Principal nor Senior Mezz Borrower shall engage in any Sale or Encumbrance without the prior written consent of Lender (which may be withheld by Lender in Lender’s sole and absolute discretion). Borrower will not issue any additional Equity Interests in Borrower. In addition, Borrower shall not permit Mortgagor or Senior Mezz Borrower to issue any additional Equity Interests in MortgagorMortgagor or Senior Mezz Borrower. In addition, Borrower shall not, nor shall it permit Mortgagor or Senior Mezz Borrower to, incur any indebtedness, whether secured or unsecured, other than (i) the Senior Loan, Senior Mezz Loan and this Loan, (ii) obligations under interest rate hedging arrangements related to the Senior Loan and (iii) trade and operational indebtedness incurred in the ordinary course of business (including construction and operation of the Project) or for its administrative functions. Notwithstanding the foregoing, Lender’s consent shall not be required for: (i) the grant of a leasehold interest in an individual dwelling unit for a term of two years or less not containing an option to purchase and otherwise in compliance with Section 13(f) hereof; (ii) a Sale of obsolete, worn out or damaged property or fixtures that is contemporaneously replaced by items of equal or better function and quality, which are free of liens, encumbrances and security interests other than Permitted Exceptions, those created by the Loan Documents, Senior Mezz Loan Documents or the Senior Loan Documents or those otherwise consented to by Lender; (iii) a Sale that results from theft, condemnation or other involuntary conversion; (iv) the Sale (including through consumption) of personal property in the ordinary course of business that is contemporaneously replaced by items of equal or better function and quality; (v) the grant of an easement if, before the grant, Lender determines (which determination must be made reasonably) that the easement will not materially affect the operation or value of the Project and Borrower pays to Lender, upon demand, all reasonable costs and expenses incurred by Lender in connection with reviewing Borrower’s request; and (vi) the creation of (1) a lien for taxes, assessments or other governmental charges or levies that are not then due or that are being contested in good faith and in accordance with applicable statutory procedures or (2) a mechanic’s lien against the Project which is bonded off, released of record or otherwise remedied to Lender’s reasonable satisfaction within 30 days of the date of creation.

Restricted Sale and Encumbrance of Project and of Borrower Interests; Other Indebtedness. Neither Borrower nor Principal shall not engage in any Sale or Encumbrance without the prior written consent of Lender (which may be withheld by Lender in Lender’s sole and absolute discretion). Borrower will not issue any additional Equity Interests in Borrower, except to Lender or Lender’s designee. In addition, Borrower shall not permit Mortgagor to issue any additional Equity Interests in Mortgagor. In addition, Borrower shall not, nor shall it permit Mortgagor to, incur any indebtedness, whether secured or unsecured, other than (i) the Senior Loan and this Loan, (ii) obligations under interest rate hedging arrangements related to the Senior Loan and (iii) trade and operational indebtedness incurred in the ordinary course of business (including construction and operation of the Project) or for its administrative functions. Notwithstanding the foregoing, Lender’s consent shall not be required for: (i) the grant of a leasehold interest in an individual dwelling unit for a term of two years or less not containing an option to purchase and otherwise in compliance with Section 13(f) hereof; (ii) a Sale of obsolete, worn out or damaged property or fixtures that is contemporaneously replaced by items of equal or better function and quality, which are free of liens, encumbrances and security interests other than Permitted Exceptions, those created by the Loan Documents or Documents, the Senior Loan Documents or the Commercial Deed of Trust or those otherwise consented to by Lender; (iii) a Sale that results from theft, condemnation or other involuntary conversion; (iv) the Sale (including through consumption) of personal property in the ordinary course of business that is contemporaneously replaced by items of equal or better function and quality; (v) the grant of an easement if, before the grant, Lender determines (which determination must be made reasonably) that the easement will not materially affect the operation or value of the Project and Borrower pays to Lender, upon demand, all reasonable costs and expenses incurred by Lender in connection with reviewing Borrower’s request; andrequest (it being understood that Lender has approved the REA); (vi) the creation of (1) a lien for taxes, assessments or other governmental charges or levies that are not then due or that are being contested in good faith and in accordance with applicable statutory procedures or (2) a mechanic’s lien against the Project which is bonded off, released of record or otherwise remedied to Lender’s reasonable satisfaction within 30 days of the date of creation; and (vii) transfer of the Commercial Tract to the Commercial Tract Borrower on or after the Transfer Date. Nothing in this Section 13(d) prohibits Mortgagor from providing the Commercial Deed of Trust.