Common use of Restrictions on Liens, Etc Clause in Contracts

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien 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 its 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; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect to any assets or rights, now owned or hereafter arising; provided, however, that the Borrowers and any Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, (a) create Create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, attachment, security interest or other 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 its 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, 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 §8.9 and has not been timely made; or (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; (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; , relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower or any Subsidiary Guarantor or any other Collateral (fthe foregoing types of liens and encumbrances described in clauses (a) agree through (d) being sometimes referred to a negative pledge with respect to any assets or rightsherein collectively as “Liens”), now owned or hereafter arising; provided, however, provided that the Borrowers Borrower and any the Subsidiary of the Borrowers Guarantors may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchaseThe Loan Parties, originationrespectively and as applicable, servicing will not (and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall will not suffer cause or permit any of its Borrower Subsidiaries to, ) (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, restriction, or other security interest of any kind upon (i) [Reserved], (ii) any of its direct or indirect Equity Interests in (A) any Borrower Subsidiary held by the Borrower or IR OpCo, or (B) in the Borrower held by the Parent Guarantor, or (iii) any Borrower Subsidiary’s material respective property or assets of any character whether now owned or hereafter acquired, or upon such Borrower Subsidiary’s interest in the income or profits therefrom; (b) transfer any of its their material 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 material 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[Reserved]; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, howeverthe Loan Parties and the Borrower Subsidiaries, that the Borrowers and any Subsidiary of the Borrowers respectively as applicable, may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the The Borrowers shall not, and shall will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge (aside from any negative pledge in relation to the 2014 Term Loan Agreement), 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 its 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; (ed) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (fe) agree to a incur or maintain any obligation (aside from any negative pledge with respect in relation to the 2014 Term Loan Agreement) to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers and any Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall The Credit Parties will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any kind upon the Collateral, the Equity Interests in any Borrower or any Subsidiary Guarantor, or any of its the Subsidiary Guarantor’s material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its the Borrower or the Subsidiary Guarantor’s material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Collateral over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers Borrower and any the Subsidiary of the Borrowers Guarantors may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall The Credit Parties will not, and shall will not suffer or permit any of its Subsidiaries the other Transaction Parties to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any kind upon the Pool Properties, the Equity Interests in the Borrower or any Pool Property Owner, or any of its the Transaction Parties’ material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its their material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Pool Properties over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers and any Subsidiary of the Borrowers Credit Parties may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchaseNone of the Borrower, origination, servicing BPI and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, Wholly-owned Subsidiary will: (a) create or incur or suffer to be created or incurred or to exist any Lien lien, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of its property or assets of any character the Borrowing Base Properties, whether now owned or hereafter acquiredacquired (but only for so long as they remain Borrowing Base Properties), or upon the income or profits therefrom; (b) transfer any of its 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 Borrowing Base Properties; (dc) suffer to exist for a period of more than thirty (30) days after days, with respect to the same shall have Borrowing Base 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 contest is required to be made in accordance with the provisions of Section 8.9 and has not been incurred timely made and, with respect to any Indebtedness individual Borrowing Base Property, is in an amount in excess of the lesser of (i) $500,000 and (ii) three percent (3%) of the fair market value of the applicable Borrowing Base Property; 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; (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or , relating to the Borrowing Base Properties (fthe foregoing items (a) agree through (d) being sometimes referred to a negative pledge with respect to any assets or rightsin this Section 9.2 collectively as "Liens"), now owned or hereafter arising; provided, however, PROVIDED that the Borrowers Borrower, BPI and any Wholly-owned Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:exist (but only, with respect to BPI, as set forth in subclause (vi) below to the extent relating to the Real Estate Asset located at 000 Xxxx Xxxxx Xxxxxx, Baltimore, Maryland):

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall The Borrower will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, negative 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 its 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; (e) permit any liens or claims of lien of warehousemen, mechanics, materialmen and other like liens and claims of lien to exist against the Project without causing any such lien or claim of lien to be released of record or bonded off in the full amount of the lien plus any interest, costs or penalties accruing thereon during the pendency of any suit contesting the same within twenty (20) days after notice thereof by the Agent to the Borrower; (f) sell, assign, pledge or otherwise transfer or encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (fg) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of the Borrower which prohibits the creation or rights, now owned or hereafter arisingmaintenance of any lien securing the Obligations (collectively "Liens"); provided, however, provided that the Borrowers and any Subsidiary of the Borrowers Borrower may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchaseThe Loan Parties, originationrespectively and as applicable, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, Negative Pledge, charge, restriction, or other security interest of any kind upon (i) any of its direct or indirect Equity Interests in (A) any Subsidiary Borrower held by Parent Borrower or IR OpCo, or (B) in Parent Borrower held by Parent Guarantor, or (ii) any Subsidiary Borrower’s material respective property or assets of any character whether now owned or hereafter acquired, or upon such Subsidiary Borrowers’ interest in the income or profits therefrom; (b) transfer any of its their material 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 material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Unencumbered Assets over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, howeverthe Loan Parties, that the Borrowers and any Subsidiary of the Borrowers respectively as applicable, may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, (a) create Create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of its property the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech 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 its 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 Pledged Equity Interests or the operation of the Eligible Borrowing Base Properties; (dc) suffer to exist with respect to the Pledged Equity Interests or the Eligible Borrowing Base 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 §8.9 and has not been timely made; or (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; (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; , relating to the Eligible Borrowing Base Properties, the Equity Interests of the Borrower, FP Redland Tech or any Subsidiary Guarantor or any other Collateral (fthe foregoing types of liens and encumbrances described in clauses (a) agree through (d) being sometimes referred to a negative pledge with respect to any assets or rightsherein collectively as “Liens”), now owned or hereafter arising; provided, however, provided that the Borrowers Borrower and any the Subsidiary of the Borrowers Guarantors may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing The Borrowers and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall Subsidiary Guarantors will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any kind upon the Collateral Properties, the Equity Interests in any Subsidiary Credit Party, or any of its the Subsidiary Credit Party’s material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its the Subsidiary Credit Party’s material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Collateral Properties over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers and any the Subsidiary of the Borrowers Guarantors may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except CCLP and its Subsidiaries will not (except Finance in connection with its purchase, origination, servicing origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on consistent with past practice including Liens in favor of the date hereof, or as otherwise expressly permitted herein, Warehouse Lender under the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries toWarehousing Facility), (ai) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Capri Company Equity Interests of CCLP and its property Subsidiaries or their respective properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of its property their respective properties 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 their respective general creditors; (ciii) 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; (div) 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 (ev) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect to any assets or rightsPROVIDED, now owned or hereafter arising; provided, howeverHOWEVER, that the Borrowers CCLP and any Subsidiary of the Borrowers its Subsidiaries may create or incur or suffer to be created or incurred or to exist:exist the following ("CCLP PERMITTED LIENS"):

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall The Borrower will not, and shall will not suffer permit its Subsidiaries (including, without limitation, the Unencumbered Property Subsidiaries) or permit any of its Subsidiaries to, the Guarantors to (a) create or incur or suffer to be created or incurred or to exist any Lien 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 its 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer as part of a financing transaction any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); provided100 US_Active\116390121\V-6 provided that notwithstanding anything to the contrary contained herein, however, that the Borrowers Borrower and any such Subsidiary of the Borrowers or Guarantor may create or incur or suffer to be created or incurred or to exist:: (i) Liens on properties to secure (x) taxes, assessments (excluding assessments with respect to PACE Loans unless such PACE Loans are permitted under this Agreement) and other governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws), (y) assessments and other obligations in respect of PACE Loans permitted under this Agreement, or (z) claims for labor, material or supplies, in each case, in respect of obligations not then delinquent or which are being contested as provided in this Agreement; (ii) Liens on assets other than (A) Subject Properties or (B) any direct or indirect interest of Borrower or any Subsidiary of Borrower in any Unencumbered Property Subsidiary in respect of judgments permitted by §8.1(d); (iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens and encumbrances reflected in the owner’s title policies issued to the Subsidiary Guarantors or Unencumbered Property Subsidiaries upon acquisition of the Subject Properties and other encumbrances on properties consisting of easements, rights of way, zoning restrictions, leases and other occupancy agreements, 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 the Borrower, a Guarantor, an Unencumbered Property Subsidiary or a Subsidiary of any such Person is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower, the Guarantors or their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower, any Guarantor or any Unencumbered Property Subsidiary individually or on any Subject Property (it being understood, for the avoidance of doubt, that Liens or encumbrances on Subject Properties in respect of any PACE Loan shall be only be permitted under this clause (iv) if such PACE Loan is permitted under this Agreement); (v) Liens on properties or interests therein (but excluding (A) Subject Properties or (B) any direct or indirect interest of the Borrower, any Guarantor or any of their respective Subsidiaries in any Unencumbered Property Subsidiary) to secure Indebtedness permitted by §8.1(f), §8.1(i) or Non-Recourse Indebtedness of Subsidiaries of Parent permitted by §8.1(g); (vi) Liens on properties or interests therein to secure Indebtedness permitted by §8.1(h); and (vii) Liens in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations. Notwithstanding anything in this Agreement to the contrary, no Subsidiary of Borrower which directly or indirectly owns or leases an Unencumbered Pool Asset (including, without

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing The Borrower and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall Guarantors will not, and shall will not suffer or permit any of its their Subsidiaries to, to (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, charge or other security interest of any kind upon any 133 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 its 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, as part of a financing transaction; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons (other than any permitted Unsecured Debt) which prohibits the creation or rightsmaintenance of any lien on any Unencumbered Asset Pool Properties securing the Obligations or the Hedge Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, howeverthe Borrower, that the Borrowers Guarantors and any such Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with the Borrower’s or its Subsidiaries’ purchase, origination, servicing origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers Borrower shall not, and neither shall not suffer or permit any of its Subsidiaries toSubsidiaries, (a) create or incur or suffer to be created or incurred or to exist any Lien 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 its 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; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect to any assets or rights, now owned or hereafter arising; provided, however, that the Borrowers Borrower and any Subsidiary of the Borrowers its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall The Borrower will not, and shall will not suffer or permit Guarantor, any of its Subsidiaries the Related Companies or any 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 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 its 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; or (f) agree to a negative pledge with respect intangibles relating to any assets or rights, now owned or hereafter arisingof the Mortgaged Premises; provided, however, provided that the Borrowers and any Subsidiary of the Borrowers Borrower may create or incur or suffer to be created or incurred or to exist:: (i) liens to secure taxes, assessments and other governmental charges in respect of obligations not overdue, the Indebtedness with respect to which is permitted by 8.1(c); (ii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iii) liens in respect of judgments or awards, the Indebtedness with respect to which is permitted by 8.1(d); (iv) 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; and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower, and which matters (x) do not individually or in the aggregate have a materially adverse effect on the value of the Mortgaged Property and (xx) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; (vi) any Leases permitted by this Agreement or otherwise approved by the Agent; (vii) presently outstanding liens and other encumbrances on the Mortgaged Properties listed on Schedule B to the Title Policies; and (viii) liens in favor of the Agent and/or any of the Banks granted pursuant to the Security Documents. 8.3.

Restrictions on Liens, Etc. Except in connection with its purchaseNone of the Borrower, origination, servicing BPI and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, Wholly-owned Subsidiary will: (a) create or incur or suffer to be created or incurred or to exist any Lien lien, mortgage, pledge, attachment, security interest or other rights of third parties of any kind upon any of its property or assets of any character the Borrowing Base Properties, whether now owned or hereafter acquiredacquired (but only for so long as they remain Borrowing Base Properties), or upon the income or profits therefrom; (b) transfer any of its 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 Borrowing Base Properties; (dc) suffer to exist for a period of more than thirty (30) days after days, with respect to the same shall have been incurred Borrowing Base Properties, any Indebtedness taxes, assessments, governmental charges and claims for labor, materials and supplies for which payment thereof is not being contested or claim for which payment notwithstanding a contest is required to be made in accordance with the provisions of Section 5.9 and has not timely made and, with respect to any individual Borrowing Base Property, is in an amount in excess of the lesser of (i) $500,000 and (ii) three percent (3%) of the fair market value of the applicable Borrowing Base Property; 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; (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or , relating to the Borrowing Base Properties (fthe foregoing items (a) agree through (d) being sometimes referred to a negative pledge with respect to any assets or rightsin this Section 6.2 collectively as "Liens"), now owned or hereafter arising; provided, however, PROVIDED that the Borrowers Borrower, BPI and any Wholly-owned Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:exist (but only, with respect to BPI, as set forth in subclause (vi) below to the extent relating to the Real Estate Asset located at 000 Xxxx Xxxxx Xxxxxx, Baltimore, Maryland): 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 Section 6.1(c) or Section 6.2(c) above; 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; Liens (other than affecting the Borrowing Base Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by Section 6.1(d); 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 the Borrower or any Wholly-owned 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 Borrower, and which matters (x) do not individually or in the aggregate have a material adverse effect on the business of the Borrower, BPI or, taken as a whole, the BP Group and (y) do not make title to such property unmarketable by the conveyancing standards in effect where such property is located; any Leases; Liens and other encumbrances or rights of others which exist on the date of this Agreement and which do not otherwise constitute a breach of this Agreement, including, without limitation, Liens created by or pursuant to the Organizational Documents of the Borrower with respect to a restriction on sale or refinancing of a Real Estate Asset that would be an acceptable Lien under the definition of "Unencumbered Asset", so long as all such Liens, individually, or in the aggregate, do not have a material adverse effect on the Borrower, BPI or, taken as a whole, the BP Group; PROVIDED that nothing in this clause (vi) shall be deemed or construed to permit an Borrowing Base Property to be subject to a Lien to secure Indebtedness; as to Real Estate Assets which are acquired after the date 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 Agreement; PROVIDED that nothing in this clause (vii) shall be deemed or construed to permit a Borrowing Base Property to be subject to a Lien to secure Indebtedness; Liens affecting the 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 Borrower shall have obtained a bond or insurance or made other arrangements with respect thereto, in each case reasonably satisfactory to the Administrative Agent; 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 Section 6.1; and other Liens (other than affecting the Borrowing Base Properties) in connection with any Indebtedness permitted under this Section 6.2. Nothing contained in this Section 6.2 shall restrict or limit the Borrower or any of their respective Wholly-owned Subsidiaries from creating a Lien in connection with any Real Estate Asset which is not a Borrowing Base Property and otherwise in compliance with the other terms of this Agreement. 56 BPI shall not create or incur or suffer to be created or incurred any Lien on any of its directly-owned properties or assets, including, in any event, its general partner interests and limited partner interests in the Borrower.

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall The Credit Parties will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any kind upon the Collateral Properties, the Equity Interests in any Borrower or any Subsidiary Guarantor, or any of its the Subsidiary Guarantor’s material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its the Borrower or the Subsidiary Guarantor’s material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Collateral Properties over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers Borrower and any the Subsidiary of the Borrowers Guarantors may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall The Credit Parties will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any kind upon the Collateral Properties, the Equity Interests in any Borrower or any Subsidiary Guarantor, or any of its the Subsidiary Guarantor's material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its the Borrower or the Subsidiary Guarantor's material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Collateral Properties over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising"Liens"); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers Borrower and any the Subsidiary of the Borrowers Guarantors may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing The Borrower and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall Guarantors will not, and shall will not suffer or permit any of its their Subsidiaries to, to (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, charge 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 its 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general 133 intangibles, chattel paper or instruments, with or without recourse, as part of a financing transaction; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons (other than any permitted Unsecured Debt) which prohibits the creation or rightsmaintenance of any lien on any Unencumbered Asset Pool Properties securing the Obligations or the Hedge Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, howeverthe Borrower, that the Borrowers Guarantors and any such Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchaseNone of the Borrower, originationany Guarantor, servicing any Operating Subsidiary and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, wholly-owned Subsidiary will: (a) create or incur or suffer to be created or incurred or to exist any Lien lien, mortgage, pledge, attachment or security interest of any kind upon any of its property their respective properties or assets of any character (other than the Real Estate Assets owned or ground-leased by the Partially-Owned Real Estate Entities), whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its 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 Unencumbered Assets; (dc) 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 any of them prohibited by ss.8.1(c) (without hereby modifying ss.8.1(c)) that, if unpaid unpaid, might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors, but excluding any Indebtedness of, or any claim or demand against, any Partially-Owned Real Estate Holding Entity that is Without Recourse to any of the Credit Parties, or any of their respective assets other than their respective interests in the Real Estate Asset in question; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or , relating to assets other than the assets of the Partially-Owned Real Estate Holding Entities (fthe foregoing items (a) agree through (d) being sometimes referred to a negative pledge with respect to any assets or rightsin this ss.8.2 collectively as "Liens"), now owned or hereafter arising; provided, however, provided that the Borrowers Borrower, the Guarantors and any Operating Subsidiary of the Borrowers or wholly-owned Subsidiary may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in Neither the ordinary course of business as conducted on Borrower nor the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, Guarantor will (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, negative 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, provided that the Borrower and each Guarantor shall have the right to contest assessments or bond off liens as long as such actions do not jeopardize the Projects or Other Projects and, in the case of tax assessments, the Borrower posts additional cash collateral as the Agent may request and in the case of liens, such bonds are posted to completely remove the lien within thirty days of the filing of the lien; (b) transfer any of its 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; (e) sell, assign, transfer, pledge or otherwise transfer encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any such Persons which prohibits the creation or rights, now owned or hereafter arisingmaintenance of any lien securing the Obligations; provided, however, provided that the Borrowers and any Subsidiary of the Borrowers such Persons may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing The Borrower and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall Guarantors will not, and shall will not suffer or permit any of its their Subsidiaries to, to (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, charge 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 its 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, as part of a financing transaction; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons (other than any permitted Unsecured Debt) which prohibits the creation or rightsmaintenance of any lien on any Unencumbered Asset Pool Properties securing the Obligations or the Hedge Obligations (each a “Lien” and collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, howeverthe Borrower, that the Borrowers Guarantors and any such Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its their purchase, origination, servicing origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted hereinAgreement Date, the Borrowers shall will not, and shall will not suffer or permit any of its their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien 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 its 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; or (frecourse;(f) agree to a negative pledge in favor of any Person other than the Agent or the Lenders pursuant to the Acquisition Facility with respect to any assets or rights, now owned or hereafter arising; provided, however, arising provided that the Borrowers and any Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except The Borrower will not, and will not permit any of its Subsidiaries to (except PWF and the PWF Subsidiaries in connection with its (x) their purchase, origination, servicing origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereofAgreement Date including liens in favor of Residential Funding Corporation and Commerce Bank under their existing mortgage warehouse lines, (y) liens in favor of Fleet National Bank and the other lenders pursuant to the Mortgage Warehousing Facility, and (z) any loan arrangement which replaces the Mortgage Warehousing Facility, to the extent the establishment of such replacement loan arrangement would not (A) result in the acceleration of the Loan, or as otherwise expressly permitted herein, (B) constitute an Event of Default under the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries toMortgage Warehousing Facility ), (a) create or incur or suffer to be created or incurred or to exist any Lien 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 its 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; provided that, other than in any way relating to Servicing Rights or (f) agree to a negative pledge with respect to any assets or rightsServicing Contracts, now owned or hereafter arising; provided, however, that the Borrowers Borrower and any Subsidiary of the Borrowers Borrower may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing The Borrowers will not and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall will not suffer or permit any of its Subsidiaries to, other Credit Party to (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any kind upon the Collateral Properties, the Equity Interests in any Subsidiary Credit Party, or any of its the Subsidiary Credit Party’s material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its the Subsidiary Credit Party’s material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Collateral Properties over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse other than in exchange for equivalent consideration; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers Parent Borrower and any Subsidiary of the Borrowers Credit Party may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time With the exception of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted hereinPermitted Liens, the Borrowers shall not, and shall Borrower will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien 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 therefromtherefrom or, directly or indirectly, upon any of the beneficial or legal interests in Borrower; (b) transfer any of its 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 would likely 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; or (f) agree to a negative pledge with respect to any assets or rights, now owned or hereafter arising; provided, however, provided that the Borrowers and any Subsidiary of the Borrowers Borrower may create or incur or suffer to be created or incurred or to exist:exist liens in favor of the Lender under the Loan Documents. Notwithstanding the foregoing, the Borrower may sell any of its real property, whether now owned or hereafter acquired, provided that prior to and after any such sale (i) the Borrower is in compliance with all of its covenants herein, including, without limitation, the financial covenants contained in ss.10.8, and (ii) No Default or Event of Default has occurred and is continuing hereunder. Upon such permitted sale the Lender shall return any escrowed Security Documents relating to such real property.

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall The Credit Parties will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any kind upon the Collateral Properties, the direct or indirect Equity Interests in any Borrower or any Subsidiary Guarantor, or any of its the Subsidiary Guarantor’s material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its the Borrower or the Subsidiary Guarantor’s material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Collateral Properties over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers Borrower and any the Subsidiary of the Borrowers Guarantors may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except The Borrower will not, and will not permit any of its Subsidiaries to (except PWF and the PWF Subsidiaries in connection with its (x) their purchase, origination, servicing origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereofAgreement Date including liens in favor of Residential Funding Corporation and Commerce Bank under their existing mortgage warehouse lines, (y) liens in favor of Fleet National Bank and the other lenders pursuant to the Mortgage Warehousing Facility, and (z) any loan arrangement which replaces the Mortgage Warehousing Facility, to the extent the establishment of such replacement loan arrangement would not (A) result in the acceleration of the Loan, or as otherwise expressly permitted herein, (B) constitute an Event of Default under the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries toMortgage Warehousing Facility ), (a) create or incur or suffer to be created or incurred or to exist any Lien 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 its 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; PROVIDED that, other than in any way relating to Servicing Rights or (f) agree to a negative pledge with respect to any assets or rightsServicing Contracts, now owned or hereafter arising; provided, however, that the Borrowers Borrower and any Subsidiary of the Borrowers Borrower may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing The Borrower and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, will not (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative 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) with respect to Borrower-SPE, only, pledge its assets for the benefit of any other Person other than with respect to this Agreement and the Loan Documents, nor shall it agree with any other party that it shall not pledge its assets for the benefit of any other Person, including without limitation, the pledge of any equity by EPR of the Borrower-SPE or any similar agreement with any other Person other than with respect to this Agreement, (c) pledge any equity interest of the Borrower-SPE; (d) transfer any of its 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; (ce) 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; (df) 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 any of its general creditors; (eg) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse (provided that this clause (g) shall not prohibit a true sale of a land option or development agreement or the sale of Real Estate by Borrower); or (fh) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of Borrower which prohibits the creation or rightsmaintenance of any lien securing the Obligations or any other Indebtedness from the Lenders (collectively, now owned or hereafter arising"Liens"); provided, however, provided that the Borrowers Borrower and any Subsidiary of the Borrowers its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the The Borrowers shall not, and shall will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any kind upon the Collateral Properties, the Equity Interests in any Subsidiary Credit Party, or any of its the Subsidiary Credit Party’s material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its the Subsidiary Credit Party’s material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Collateral Properties over its any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse other than in exchange for equivalent consideration; or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers and any Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchaseNone of the Borrower, originationany --------------------------- Guarantor, servicing any Operating Subsidiary and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, wholly-owned Subsidiary will: (a) create or incur or suffer to be created or incurred or to exist any Lien lien, mortgage, pledge, attachment or security interest of any kind upon any of its property their respective properties or assets of any character (other than the Real Estate Assets owned or ground-leased by the Partially-Owned Real Estate Entities), whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its 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 Unencumbered Assets; (dc) 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 any of them prohibited by (S)8.1(c) (without hereby modifying (S)8.1(c)) that, if unpaid unpaid, might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors, but excluding any Indebtedness of, or any claim or demand against, any Partially-Owned Real Estate Holding Entity that is Without Recourse to any of the Credit Parties, or any of their respective assets other than their respective interests in the Real Estate Asset in question; or (ed) sell, assign, pledge or otherwise transfer for security any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or , relating to assets other than the assets of the Partially-Owned Real Estate Holding Entities (fthe foregoing items (a) agree through (d) being sometimes referred to a negative pledge with respect to any assets or rightsin this (S)8.2 collectively as "Liens"), now owned or hereafter arising; provided, however, provided that the Borrowers Borrower, -------- the Guarantors and any Operating Subsidiary of the Borrowers or wholly-owned Subsidiary may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall The Guarantor will not, and shall so long as the Theatre Assets have not suffer been pledged as collateral under the Fleet Agreement or permit any of its Subsidiaries tothe mandatory prepayment required pursuant to ss.3.2(b) has not been made, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, security title, encumbrance, mortgage, pledge, negative 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 its 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 any of its general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse (provided that this clause (e) shall not prohibit a true sale of a land option or development agreement other than one related to any Theatre Asset); or (f) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of Guarantor which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising"LIENS"); provided, however, provided that the Borrowers and any Subsidiary of the Borrowers Guarantor may create or incur or suffer to be created or incurred or to exist:

Restrictions on Liens, Etc. Except in connection with its purchaseNone of the Borrower, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereofMCRC, or as otherwise expressly permitted herein, the Borrowers shall not, and shall not suffer or permit any of its Subsidiaries to, Property Owning Subsidiary will: (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, negative 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 its 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; or recourse (fthe foregoing items (a) agree through (e) being sometimes referred to a negative pledge in this §8.2 collectively as “Liens”), in each case, with respect to any assets or rights, now owned or hereafter arising; provided, however, Real Estate that the Borrowers Borrower has elected to treat as an Unencumbered Property (or the owner thereof); provided that the Borrower, MCRC and any Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist:exist the following Liens with respect to any Real Estate that the Borrower has elected to treat as an Unencumbered Property (or the owner thereof):

Restrictions on Liens, Etc. Except in connection with its purchase, origination, servicing and sale from time to time of Mortgage Loans and related assets in the ordinary course of business as conducted on the date hereof, or as otherwise expressly permitted herein, the Borrowers shall not, and shall The Borrower will not suffer or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or assets other security interest of any character whether now owned kind upon the Collateral, the direct or hereafter acquiredindirect Equity Interests in, or upon the income rights to receive dividends, distributions, or profits therefromcash flow from, any Credit Party or in any Collateral Subsidiary; (b) transfer any of its the Credit Party’s material 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 could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever as to the Collateral over its any of their general creditors; (ed) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse other than in exchange for equivalent consideration; or (fe) agree to a negative pledge with respect incur or maintain any obligation to any assets holder of Indebtedness of any of such Persons which prohibits the creation or rightsmaintenance of any lien securing the Obligations (collectively, now owned or hereafter arising“Liens”); providedprovided that notwithstanding anything to the contrary contained herein, however, that the Borrowers and any Subsidiary of the Borrowers Borrower may create or incur or suffer to be created or incurred or to exist:exist the following Liens on such property (collectively, “Permitted Liens”): (i) non-consensual Liens arising by operation of Law and as to which the applicable Borrower, Collateral Subsidiary, or Credit Party is contesting or appealing, as applicable, its liability for the amounts secured or claimed under such non-consensual Lien and has properly reserved amounts for payment of such liability if such appeal or contest is unsuccessful, (b) Liens of the depositories holding any deposit or securities accounts which arise as a matter of law on items in the course of collection or encumbering deposits, financial assets, homeowner association liens or security entitlements therein or other similar Liens (including the right of set-off), and (c) Liens in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations and the Hedge Obligations.