Common use of Restrictions on Liens, Etc Clause in Contracts

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse (the foregoing items (a) through (e) being sometimes referred to in this §9.2 collectively as “Liens”), provided that the Borrowers, the Guarantors and any Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges or levies or claims for labor, material and supplies, the Indebtedness with respect to which is not prohibited by §9.1(c); (ii) deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d); (iv) encumbrances on properties consisting of easements, rights of way, covenants, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect or (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate which is acquired after the Restatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vii) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers shall have obtained a bond or insurance with respect thereto to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreement.

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) create Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, chargeattachment, restriction security interest or other security interest rights of third parties of any kind upon any of its property or assets of any character the Eligible Unencumbered Properties, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement in connection with the operation of the Eligible Unencumbered Properties; (dc) suffer to exist with respect to the Eligible Unencumbered Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a period contest is required to be made in accordance with the provisions of more than thirty (30) days after the same shall have §8.9 and has not been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorstimely made; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse, relating to the Eligible Unencumbered Properties (the foregoing items types of liens and encumbrances described in clauses (a) through (ed) being sometimes referred to in this §9.2 herein collectively as “Liens”), provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or claims for labor, material and supplies, the Indebtedness with respect which are not yet required to which is not prohibited by be paid under §9.1(c)8.9; (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Eligible Unencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d); (iv) encumbrances Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liensin the ordinary course of business; (vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate Assets which is are acquired after the Restatement Datedate of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (viivi) shall be deemed or construed to permit an Eligible Unencumbered Property to be subject to a Lien to secure Indebtedness; (viiivii) Liens affecting the Eligible Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto thereto, in each case reasonably satisfactory to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ixviii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreement.

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (ai) create Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, chargeattachment, restriction security interest or other security interest rights of third parties of any kind upon any of its property the Eligible Unencumbered Properties or assets upon the Equity Interests of FPLP or any character other Borrower, whether now owned or hereafter acquired, or upon the income or profits therefromtherefrom or the Distributions attributable thereto; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (cii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement in connection with the operation of the Eligible Unencumbered Properties; (diii) suffer to exist with respect to the Eligible Unencumbered Properties, any taxes, assessments and other governmental charges, and claims for a period of labor, materials and supplies that are more than thirty (30) 30 days after past due, for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the same shall have provisions of §8.9 and has not been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorstimely made; or (eiv) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse, relating to the Eligible Unencumbered Properties (the foregoing items types of liens and encumbrances described in clauses (ai) through (eiv) being sometimes referred to in this §9.2 herein collectively as “Liens”), provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist: (ia) Liens securing taxes, assessments, assessments or other governmental charges or levies or claims for labor, material materials and supplies, the Indebtedness with respect supplies which are not yet due and payable or which are not yet required to which is not prohibited by be paid under §9.1(c)8.9; (iib) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iiic) Liens (other than affecting the Eligible Unencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is awards not prohibited by constituting an Event of Default under §9.1(d14.1(i); (ivd) encumbrances Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect or and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (vA) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms in the ordinary course of business, and with monthly market rent payments required to be paid are Permitted (B) bankers’ Liens; (vi) Liens , rights of setoff and other encumbrances similar Liens existing solely with respect to Cash and Cash Equivalents on deposit in one or rights more of others accounts maintained by the Borrower, in each case in the ordinary course of business in favor of the bank or banks with which exist on such accounts are maintained, securing solely the Restatement Datecustomary amounts owing to such bank with respect to cash management and operating account arrangements; provided, are described that in Schedule 9.2(vino case shall any such Liens secure (either directly or indirectly) hereto and do not otherwise constitute a breach the repayment of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure any Indebtedness; (viif) as to Real Estate Assets which is are acquired after the Restatement Datedate of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (viivi) shall be deemed or construed to permit an Eligible Unencumbered Property to be subject to a Lien to secure Indebtedness; (viiig) Liens affecting the Eligible Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto thereto, in each case reasonably satisfactory to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ixh) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (xi) other Liens (other than affecting the Eligible Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 (other than the unsecured Indebtedness permitted under clause (i) of §9.1). Nothing contained in this §9.2 shall (i) restrict or limit the Borrower or any of their respective Subsidiaries from creating a Lien on any Real Estate Asset which do is not an Eligible Unencumbered Property and otherwise result in compliance with the other terms of this Agreement or (ii) limit the ability of the Borrower to enter into a contract for the sale of an Eligible Unencumbered Property provided that no Default or Event of Default under this Credit Agreement; provided that notwithstanding shall have occurred both before and immediately after giving effect to such sale, including, without limitation, with respect to each of the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the financial covenants set forth in this §9.2 shall result in 10 on a pro forma basis both before and immediately after giving effect to such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification sale. The Trust shall not by itself constitute a Default create or Event incur or suffer to be created or incurred any Lien on any of Defaultits directly-owned properties or assets, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreementincluding, in any event, its general partner interests and limited partner interests in the Borrower.

Restrictions on Liens, Etc. The Borrowers Borrower will not, and will not permit Guarantor, any Guarantor of the Related Companies or any Subsidiary Permitted Joint Venture to: , (a) create or incur or agree not to create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets the Mortgaged Property of any character whether now owned or hereafter acquired, or upon the rents, income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness (not permitted by 8.1(c)) or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorsthe Security Documents; or (ec) sell, assign, pledge or otherwise transfer any rents, issues, profits, accounts, contract rights, rights or general intangibles, chattel paper or instruments, with or without recourse (intangibles relating to any of the foregoing items (a) through (e) being sometimes referred to in this §9.2 collectively as “Liens”), Mortgaged Premises; provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist: : (i) Liens securing liens to secure taxes, assessments, assessments and other governmental charges or levies or claims for labor, material and suppliesin respect of obligations not overdue, the Indebtedness with respect to which is not prohibited permitted by §9.1(c8.1(c); ; (ii) deposits or pledges made in connection with, or to secure payment of, worker’s workmen's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) liens in respect of judgments or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(d8.1(d); ; (iv) encumbrances liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than the Mortgaged Properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, the Indebtedness with respect to which is permitted by 8.1(c); (v) encumbrances consisting of easements, rights of way, covenants, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens liens or encumbrances on properties, none of which in the opinion of the Borrower interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect or materially adverse effect on the value of the Mortgaged Property and (yxx) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; ; (vvi) any Leases permitted by this Agreement or otherwise approved by the Agent; (excluding Synthetic Leasesvii) entered into good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens presently outstanding liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Mortgaged Properties listed on Schedule 9.2(vi) hereto B to the Title Policies; and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate which is acquired after the Restatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vii) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (viii) Liens affecting liens in favor of the Unencumbered Properties in respect Agent and/or any of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers shall have obtained a bond or insurance with respect thereto Banks granted pursuant to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit AgreementSecurity Documents.

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) create Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, chargeattachment, restriction security interest or other security interest rights of third parties of any kind upon any of its property the Eligible Unencumbered Properties or assets upon the Equity Interests of FPLP or any character other Borrower, whether now owned or hereafter acquired, or upon the income or profits therefromtherefrom or the Distributions attributable thereto; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement in connection with the operation of the Eligible Unencumbered Properties; (dc) suffer to exist with respect to the Eligible Unencumbered Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a period contest is required to be made in accordance with the provisions of more than thirty (30) days after the same shall have §8.9 and has not been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorstimely made; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse, relating to the Eligible Unencumbered Properties (the foregoing items types of liens and encumbrances described in clauses (a) through (ed) being sometimes referred to in this §9.2 herein collectively as “Liens”), provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or claims for labor, material and supplies, the Indebtedness with respect which are not yet required to which is not prohibited by be paid under §9.1(c)8.9; (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Eligible Unencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d); (iv) encumbrances Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liensin the ordinary course of business; (vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate Assets which is are acquired after the Restatement Datedate of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (viivi) shall be deemed or construed to permit an Eligible Unencumbered Property to be subject to a Lien to secure Indebtedness; (viiivii) Liens affecting the Eligible Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto thereto, in each case reasonably satisfactory to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ixviii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (xix) other Liens (other than affecting the Eligible Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent9.1. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth Nothing contained in this §9.2 shall result in such Unencumbered Property’s disqualification as restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien on any Real Estate Asset which is not an Eligible Unencumbered Property under and otherwise in compliance with the other terms of this Credit Agreement, but such disqualification . The Trust shall not by itself constitute a Default create or Event incur or suffer to be created or incurred any Lien on any of Defaultits directly-owned properties or assets, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreementincluding, in any event, its general partner interests and limited partner interests in the Borrower.

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) create Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, chargeattachment, restriction security interest or other security interest rights of third parties of any kind upon any of its property or assets of any character the Collateral Properties, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement in connection with the operation of the Collateral Properties; (dc) suffer to exist with respect to the Collateral Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a period contest is required to be made in accordance with the provisions of more than thirty (30) days after the same shall have §8.9 and has not been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorstimely made; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse, relating to the Collateral Properties (the foregoing items (a) through (ed) being sometimes referred to in this §9.2 collectively as “Liens”), provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or claims for labor, material and supplies, the Indebtedness with respect which are not yet required to which is not prohibited by be paid under §9.1(c)8.9; (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Collateral Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d); (iv) Liens with respect to Collateral Properties which are noted as exceptions to coverage in Title Policies approved by the Agent and, with respect to Real Estate Assets which are not Collateral Properties, encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect material adverse effect on the business of FPLP, the Trust or any member of the Potomac Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into good faith in the ordinary course of business in compliance with Persons that are not Affiliates; provided that Leases with Affiliates on market the terms and with monthly market rent payments required to be paid are Permitted Liensof §8.21 hereof; (vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate Assets which is are acquired after the Restatement Datedate of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (viivi) shall be deemed or construed to permit an Unencumbered a Collateral Property to be subject to a Lien to secure Indebtedness; (viiivii) Liens affecting the Unencumbered Collateral Properties which are junior in priority to the liens of the Lenders under the Security Deeds in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto thereto, in each case reasonably satisfactory to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ixviii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreement.

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) create Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, chargeattachment, restriction security interest or other security interest rights of third parties of any kind upon any of its property or assets of any character the Eligible Unencumbered Properties, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement in connection with the operation of the Eligible Unencumbered Properties; (dc) suffer to exist with respect to the Eligible Unencumbered Properties, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a period contest is required to be made in accordance with the provisions of more than thirty (30) days after the same shall have §8.9 and has not been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorstimely made; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse, relating to the Eligible Unencumbered Properties (the foregoing items types of liens and encumbrances described in clauses (a) through (ed) being sometimes referred to in this §9.2 herein collectively as “Liens”), provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist:exist the following (“Permitted Liens”): (i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or claims for labor, material and supplies, the Indebtedness with respect which are not yet required to which is not prohibited by be paid under §9.1(c)8.9; (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s 's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Eligible Unencumbered PropertiesProperties or the equity interests of the Borrower or the Trust) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d); (iv) encumbrances Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s 's or lessor’s 's Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect material adverse effect on the business of Xxxxxxx OP, Xxxxxxx III, the Trust or any member of the Xxxxxxx Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liensin the ordinary course of business; (vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate Assets which is are acquired after the Restatement Datedate of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit AgreementAgreement (including the other provisions of this §9.2); provided that nothing in this clause (viivi) shall be deemed or construed to permit an Eligible Unencumbered Property to be subject to a Lien to secure Indebtedness; (viiivii) Liens affecting the Eligible Unencumbered Properties (but not the equity interests of the Borrower or the Trust ) in respect of judgments or awards not in excess of $250,000 that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto thereto, in each case reasonably satisfactory to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ixviii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; (ix) M&M Liens securing an aggregate amount not in excess of $500,000 at any time, so long as each such M&M Lien is bonded within 30 days of attachment; and (x) other Liens (other than Liens affecting the Eligible Unencumbered PropertiesProperties or the equity interests of the Borrower or the Trust) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent9. 1. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth Nothing contained in this §9.2 shall result restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien in such Unencumbered Property’s disqualification as connection with any Real Estate Asset which is not an Eligible Unencumbered Property under and otherwise in compliance with the other terms of this Credit Agreement, but such disqualification provided that in no event will the Borrower, the Trust or any of their respective Subsidiaries create, incur or suffer to be created or incurred or to exist any Lien, other than in favor of the Agent, on the equity interests of the Borrower or the Trust. Without limitation of the foregoing, the Trust shall not by itself constitute a Default create or Event incur or suffer to be created or incurred any Lien on any of Defaultits directly-owned properties or assets, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreementincluding, in any event, its general partner interests and limited partner interests in the Borrower.

Restrictions on Liens, Etc. The Borrowers Borrower will not, and will not permit any Guarantor or any Subsidiary to: its Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it any of them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse (the foregoing items (a) through recourse(provided that this clause (e) being sometimes referred shall not prohibit a true sale of a land option or development agreement); or (f) incur or maintain any obligation to in this §9.2 collectively as “any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations (collectively, "Liens”"), ; provided that the Borrowers, the Guarantors Borrower and any such Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing on properties to secure taxes, assessments, assessments and other governmental charges or levies or claims for labor, material and supplies, the Indebtedness with or supplies in respect to which is of obligations not prohibited by §9.1(c)then delinquent; (ii) deposits or pledges made in connection with, or to secure payment of, worker’s workers' compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (on assets other than affecting the Unencumbered PropertiesCollateral, the Mortgaged Property or any interest therein (including the rents, issues and profits therefrom) in respect of judgments judgments, awards or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(dSection 8.1(d) or Section 8.1(g); (iv) encumbrances on properties other than the Mortgaged Property consisting of easements, rights of way, covenantszoning restrictions, restrictions on the use of real property -71- and defects and irregularities in the title thereto; , landlord’s 's or lessor’s Liens 's liens under Leases leases to which any the Borrower, any Guarantor, the Guarantors or any such Subsidiary is a party or bound; party, purchase options granted at a price not less than the market value of such property; money security interests and other minor Liens liens or encumbrances on propertiesencumbrances, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect or (y) do not make title to such property unmarketable by materially adverse effect on the conveyancing standards in effect where such property is locatedbusiness of the Borrower on a consolidated basis; (v) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliatesliens in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations and the Hedge Obligations; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens;and (vi) Liens liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Mortgaged Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate which is acquired after the Restatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vii) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers shall have obtained a bond or insurance with respect thereto to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness expressly permitted under §9.1 which do not otherwise result in a Default or Event the terms of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit AgreementMortgage relating thereto.

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) create Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, chargeattachment, restriction security interest or other security interest rights of third parties of any kind upon any of its property the Eligible Borrowing Base Properties, the Equity Interests of the Borrower or assets of any character Subsidiary Guarantor or any other Collateral, whether now owned or hereafter acquired, or upon the income or profits therefromtherefrom or the Distributions attributable thereto, as applicable; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement in connection with the operation of the Eligible Borrowing Base Properties; (dc) suffer to exist with respect to the Eligible Borrowing Base Properties, any taxes, assessments, and other governmental charges and claims for a period of labor, materials and supplies that are more than thirty (30) 30 days after past due, for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the same shall have provisions of §8.9 and has not been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorstimely made; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse, relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower or any Subsidiary Guarantor or any other Collateral (the foregoing items types of liens and encumbrances described in clauses (a) through (ed) being sometimes referred to in this §9.2 herein collectively as “Liens”), provided that the Borrowers, Borrower and the Subsidiary Guarantors and any Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, or other governmental charges or levies or claims for labor, material materials and supplies, the Indebtedness with respect supplies which are not yet due and payable or which are not yet required to which is not prohibited by be paid under §9.1(c)8.9; (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Eligible Borrowing Base Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by §9.1(d9.1(d not constituting an Event of Default under §14.1(i); (iv) encumbrances Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material material adverse effect on the business of FPLP, the Trust or any member of the Potomac GroupMaterial Adverse Effect or and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) (A) any Leases (excluding Synthetic Leases) entered into good faith in the ordinary course of business, and (B) bankers’ Liens, rights of setoff and other similar Liens existing solely with Persons respect to Cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liensin no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate Assets which is are acquired after the Restatement Datedate of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (viivi) shall be deemed or construed to permit an Unencumbered Eligible Borrowing Base Property to be subject to a Lien to secure Indebtedness, except as permitted by §9.2(xix); (viiivii) Liens affecting the Unencumbered Eligible Borrowing Base Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto thereto, in each case reasonably satisfactory to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ixviii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (ix) first priority mortgages and related financing statements and first priority security agreements on the Eligible Borrowing Base Properties in existence on the date hereof that are not Mortgage Collateral Properties or encumbering a Real Estate Asset on or after the date hereof which becomes an Eligible Borrowing Base Property that is not a Mortgage Collateral Property after the date hereof pursuant to §8.13(a)(i) and any first priority mortgages and related financing statements and first priority security agreements in connection with a refinancing of any such Property Level Debt, provided that the existence of such mortgages and the Indebtedness secured thereby does not cause the Borrower to be in violation of §10, and provided, further that prior to Borrower or any of its Subsidiaries obtaining any such refinancing of any Pledged Property, Borrower shall provide to Agent contemporaneously with or prior to such refinance (a) a Certificate of Compliance demonstrating that after giving effect to such refinance, no Default or Event of Default shall exist with respect to the covenants set forth in §10, (b) evidence satisfactory to Agent that the loan documents evidencing such new indebtedness do not restrict or prohibit the pledge, assignment and/or transfer of the applicable Pledged Interests and (c) such replacements or amendments to the applicable Account Agreement as Agent may reasonably deem necessary or advisable. (x) other Liens (other than Liens affecting the Unencumbered Eligible Borrowing Base Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event (other than the unsecured Indebtedness permitted under clause (i) of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreement9.1).

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) create Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, chargeattachment, restriction security interest or other security interest rights of third parties of any kind upon any of its property the Eligible Unencumbered Properties or assets upon the Equity Interests of FPLP or any character other Borrower, whether now owned or hereafter acquired, or upon the income or profits therefromtherefrom or the Distributions attributable thereto; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement in connection with the operation of the Eligible Unencumbered Properties; (dc) suffer to exist with respect to the Eligible Unencumbered Properties, any taxes, assessments and other governmental charges, and claims for a period of labor, materials and supplies that are not more than thirty (30) 30 days after past due, for which payment thereof is not being contested or for which payment notwithstanding a contest is required to be made in accordance with the same shall have provisions of §8.9 and has not been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorstimely made; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse, relating to the Eligible Unencumbered Properties (the foregoing items types of liens and encumbrances described in clauses (a) through (ed) being sometimes referred to in this §9.2 herein collectively as “Liens”), provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, assessments or other governmental charges or levies or claims for labor, material materials and supplies, the Indebtedness with respect supplies which are not yet due and payable or which are not yet required to which is not prohibited by be paid under §9.1(c)8.9; (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Eligible Unencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is awards not prohibited by constituting an Event of Default under §9.1(d14.1(i); (iv) encumbrances Encumbrances on properties consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect or and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (vA) any Leases (excluding Synthetic Leases) entered into good faith in the ordinary course of business, and (B) bankers’ Liens, rights of setoff and other similar Liens existing solely with Persons respect to Cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liensin no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate Assets which is are acquired after the Restatement Datedate of this Agreement, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (viivi) shall be deemed or construed to permit an Eligible Unencumbered Property to be subject to a Lien to secure Indebtedness; (viiivii) Liens affecting the Eligible Unencumbered Properties in respect of judgments or awards that are under appeal or have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being diligently prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto thereto, in each case reasonably satisfactory to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ixviii) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (xix) other Liens (other than affecting the Eligible Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 (other than the unsecured Indebtedness permitted under clause (i) of §9.1). Nothing contained in this §9.2 shall (i) restrict or limit the Borrower or any of their respective Subsidiaries from creating a Lien on any Real Estate Asset which do is not an Eligible Unencumbered Property and otherwise result in compliance with the other terms of this Agreement or (ii) limit the ability of the Borrower to enter into a contract for the sale of an Eligible Unencumbered Property provided that no Default or Event of Default under this shall have occurred both before and immediately after giving effect to such sale, including, without limitation, with respect to each of the financial covenants set xxxxx xx §00 of the Credit Agreement; provided that notwithstanding the foregoingAgreement on a pro forma basis both before and immediately after giving effect to such sale. The Trust shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, no Borrowerincluding, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within event, its general partner interests and limited partner interests in the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreement.

Restrictions on Liens, Etc. The Borrowers Borrower will not, and the Borrower will not permit any Guarantor Related Company or any Controlled Unconsolidated Subsidiary to: , (a) create or incur or agree not to create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property assets or assets properties of any character whether now owned or hereafter acquiredcharacter, or upon the rents, income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness (not permitted by §8.1(c)) or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ec) sell, assign, pledge or otherwise transfer any rents, issues, profits, accounts, contract rights, general intangibles, chattel paper or instruments, instruments relating to any of its assets or properties of any character other than in connection with or without recourse (the foregoing items (a) through (e) being sometimes referred sale of the Real Estate to in this §9.2 collectively which they pertain as “Liens”), permitted hereunder; provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist: (i) Liens securing liens to secure taxes, assessments, assessments and other governmental charges or levies or claims for labor, material and suppliesin respect of obligations not overdue, the Indebtedness with respect to which is not prohibited permitted by §9.1(c8.1(c); (ii) deposits or pledges made in connection with, or to secure payment of, worker’s workers compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) liens in respect of judgments or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(d8.1(d); (iv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens in existence less than 60 days from the date of creation thereof in respect of obligations not overdue, the Indebtedness with respect to which is permitted by §8.1(c); (v) encumbrances on properties consisting of leases, easements, rights of way, covenants, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens liens or encumbrances on properties, none of which in the opinion of the Borrower interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect materially adverse effect on the use or value of the Real Estate and (yxx) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens;and (vi) Liens and other encumbrances or rights of others which exist liens on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien Real Estate to secure Indebtedness; (vii) as to Real Estate which is acquired after the Restatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vii) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers shall have obtained a bond or insurance with respect thereto to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited permitted by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreement8.1(f).

Restrictions on Liens, Etc. The Borrowers will not, and will not permit any Guarantor or any Subsidiary to: (a) create Create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, chargeattachment, restriction security interest or other security interest rights of third parties of any kind upon any the Project or on the member interests of its property or assets of any character Pima Norte, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement in connection with the operation of the Project; (dc) suffer to exist with respect to the Project, any taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or for which payment notwithstanding a period contest is required to be made in accordance with the provisions of more than thirty (30) days after the same shall have §8.9 and has not been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorstimely made; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse, relating to the Project (the foregoing items types of liens and encumbrances described in clauses (a) through (ed) being sometimes referred to in this §9.2 herein collectively as “Liens”), provided that the Borrowers, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist:exist the following (“Permitted Liens”): (i) Liens securing taxes, assessments, governmental charges or levies which are not yet due and payable or claims for labor, material and supplies, the Indebtedness with respect which are not yet required to which is not prohibited by be paid under §9.1(c)8.9; (ii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered PropertiesProject or the equity interests of any Borrower or the Trust) in respect of judgments or awardsaward, the Indebtedness with respect to which is not prohibited by §9.1(d9.1(e); (iv) encumbrances Encumbrances on properties (other than the Project) consisting of easements, rights of way, covenants, zoning and other land-use restrictions, building restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which any Borrower, any Guarantor, or any Subsidiary the Borrower is a party or bound; purchase options granted at a price not less than the market value of such property; and other minor Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect material adverse effect on the business of the Borrower or the Trust and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liensin the ordinary course of business; (vi) Liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate which is acquired after the Restatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vii) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers shall have obtained a bond or insurance with respect thereto to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreement.

Restrictions on Liens, Etc. The Borrowers Borrower will not, and will not permit any Guarantor or any Subsidiary to: its Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it any of them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse (the foregoing items (a) through recourse(provided that this clause (e) being sometimes referred shall not prohibit a true sale of a land option or development agreement); or (f) incur or maintain any obligation to in this §9.2 collectively as “any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations (collectively, "Liens”"), ; provided that the Borrowers, the Guarantors Borrower and any such Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing on properties to secure taxes, assessments, assessments and other governmental charges or levies or claims for labor, material and supplies, the Indebtedness with or supplies in respect to which is of obligations not prohibited by §9.1(c)then delinquent; (ii) deposits or pledges made in connection with, or to secure payment of, worker’s workers' compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) in respect of judgments judgments, awards or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(dSection 8.1(d) or Section 8.1(g);; -48- (iv) encumbrances on properties other than a "Mortgaged Property" (as such term is defined in the Master Credit Agreement) consisting of easements, rights of way, covenantszoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; , landlord’s 's or lessor’s Liens 's liens under Leases leases to which any the Borrower, any Guarantor, the Guarantors or any such Subsidiary is a party or bound; party, purchase options granted at a price not less than the market value of such property; money security interests and other minor Liens liens or encumbrances on propertiesencumbrances, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect or (y) do not make title to such property unmarketable by materially adverse effect on the conveyancing standards in effect where such property is located;business of the Borrower on a consolidated basis; and (v) any Leases liens in favor of the "Agent" and the "Lenders" under and as defined in the Master Credit Agreement to secure the "Obligations" and the "Hedge Obligations" (excluding Synthetic Leases) entered into good faith with Persons that as such terms are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on defined in the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Master Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate which is acquired after the Restatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vii) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers shall have obtained a bond or insurance with respect thereto to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness permitted under §9.1 which do not otherwise result in a Default or Event of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit Agreement).

Restrictions on Liens, Etc. The Borrowers Borrower will not, and will not permit any Guarantor or any Subsidiary to: its Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it any of them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse (the foregoing items (a) through recourse(provided that this clause (e) being sometimes referred shall not prohibit a true sale of a land option or development agreement); or (f) incur or maintain any obligation to in this §9.2 collectively as “any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations (collectively, "Liens”"), ; provided that the Borrowers, the Guarantors Borrower and any such Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing on properties to secure taxes, assessments, assessments and other governmental charges or levies or claims for labor, material and supplies, the Indebtedness with or supplies in respect to which is of obligations not prohibited by §9.1(c)then delinquent; (ii) deposits or pledges made in connection with, or to secure payment of, worker’s workers' compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (on assets other than affecting the Unencumbered PropertiesCollateral, the Mortgaged Property or any interest therein (including the rents, issues and profits therefrom) in respect of judgments judgments, awards or awards, the Indebtedness with respect to which is not prohibited permitted by §9.1(d(S)8.1(d) or (S)8.1(g); (iv) encumbrances on properties other than the Mortgaged Property consisting of easements, rights of way, covenantszoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; , landlord’s 's or lessor’s Liens 's liens under Leases leases to which any the Borrower, any Guarantor, the Guarantors or any such Subsidiary is a party or bound; party, purchase options granted at a price not less than the market value of such property; money security interests and other minor Liens liens or encumbrances on propertiesencumbrances, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters (x) do not individually or in the aggregate have a Material Adverse Effect or (y) do not make title to such property unmarketable by materially adverse effect on the conveyancing standards in effect where such property is locatedbusiness of the Borrower on a consolidated basis; (v) any Leases (excluding Synthetic Leases) entered into good faith with Persons that are not Affiliatesliens in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations and the Hedge Obligations; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens;and (vi) Liens liens and other encumbrances or rights of others which exist on the Restatement Date, are described in Schedule 9.2(vi) hereto and do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vi) shall be deemed or construed to permit an Unencumbered Mortgaged Property to be subject to a Lien to secure Indebtedness; (vii) as to Real Estate which is acquired after the Restatement Date, Liens and other encumbrances or rights of others which exist on the date of acquisition and which do not otherwise constitute a breach of this Credit Agreement; provided that nothing in this clause (vii) shall be deemed or construed to permit an Unencumbered Property to be subject to a Lien to secure Indebtedness; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrowers shall have obtained a bond or insurance with respect thereto to the Administrative Agent’s reasonable satisfaction, and, provided further, such Lien does not constitute a Disqualifying Environmental Event, a Disqualifying Building Event or a Disqualifying Legal Event; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by §9.1; and (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness expressly permitted under §9.1 which do not otherwise result in a Default or Event the terms of Default under this Credit Agreement; provided that notwithstanding the foregoing, no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.2 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this §9.2, the failure of any Unencumbered Property to comply with the covenants set forth in this §9.2 shall result in such Unencumbered Property’s disqualification as an Unencumbered Property under this Credit Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless such disqualification causes a Default or an Event of Default under another provision of this Credit AgreementMortgage relating thereto.