Common use of Restrictions on Intercompany Transfers Clause in Contracts

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, or (ii) with respect to clause (d), (x) customary provisions restricting assignment of any agreement or property entered into by the Borrower or any other Subsidiary in the ordinary course of business, (y) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), and (z) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any Subsidiary other Loan Party (other than Xxxxxx REIT) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary Loan Party (other than Xxxxxx REIT) to: (a) pay dividends or make any other distribution on any of such SubsidiaryLoan Party’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Loan Party (other than any restrictions contained in the Borrower LP Agreement); (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than than, in each case, (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or existing Document, (ii) restrictions and conditions imposed by reason of Applicable Law, (iii) customary restrictions and conditions contained in agreements relating to the sale of such Loan Party or any Property owned by such Loan Party (iito the extent such sale is permitted hereunder), (iv) customary restrictions governing any purchase money Liens permitted hereby covering only the property subject to such Lien, and (v) with respect to clause (d)) only, (x) customary provisions restricting assignment of any agreement or property entered into by the Borrower Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business, (y) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), and (z) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any Subsidiary (other than any SFR Subsidiary in connection with any SFR Indebtedness so long as it relates solely to such SFR Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution Distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, or (ii) with respect to clause (d), (x) customary provisions restricting assignment of any agreement or property entered into by the Borrower or any other Subsidiary in the ordinary course of business, (y) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), and (z) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable LawDocument, or (ii) with respect to clause (d), (x) customary provisions restricting assignment of any agreement or property entered into by the Borrower Borrower, any other Loan Party or any other Subsidiary in the ordinary course of businessbusiness and (iii) with respect to clauses (a) through (d), (y) any Permitted Lien or any document or instrument governing any Permitted Lien (provided in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such restriction contained therein relates only to the asset dividends, distributions, loans, advances or assets subject to such Permitted Lien), transfers of property must be on fair and (z) customary restrictions in leases, subleases, licenses reasonable terms and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject theretoon an arm’s length basis.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, or (ii) with respect to clause (d), (x) customary provisions restricting assignment of any agreement or property entered into by the Borrower or any other Subsidiary in the ordinary course of business, (y) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), and (z) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.. NAI-1502661059v7 92

Restrictions on Intercompany Transfers. The Borrower REIT Guarantor shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiaryother Loan Party; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document or existing by reason (B) obligations restricting the sale or other transfer of Applicable Lawassets pursuant to “tax protection” or similar agreements entered into with limited partners or members of the Borrower or of any Subsidiary of the REIT Guarantor, or or, (ii) with respect to clause (d), (xA) restrictions contained in any agreement relating to the sale of assets pending sale or relating to Secured Indebtedness to the extent such Secured Indebtedness is permitted hereunder and (B) customary provisions restricting assignment of any agreement or property entered into by the Borrower Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business, (y) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), and (z) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to the preceding clauses (a) through (d) ), those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Lawany Revolving Loan Document, or (ii) with respect to clause (d), (x) customary provisions restricting assignment of any lease or other agreement or property entered into by the Borrower Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business, (yiii) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only with respect to the asset or assets subject preceding clauses (a), (c) and (d), which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such Permitted Lien)joint venture entered into in the ordinary course of business, and (ziv) with respect to clause (d), customary restrictions contained in leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject thereto.