Common use of Restrictions on Liens, Etc Clause in Contracts

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of 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 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 (collectively "Liens"); PROVIDED that, the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (iii) liens on properties in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f); (iv) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning 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 a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which interferes materially with the use of the property effected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (v) liens on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f); (vi) liens in favor of the Agent and the Banks; and (vii) liens securing the Prudential Loan.

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of 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 30 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 (collectively "Liens")recourse; PROVIDED that, that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist: (i1) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii2) liens on properties to secure taxes, assessments and other governmental government charges or claims for labor, material or supplies in respect of obligations not overdue; (iii3) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age epnsions or other social security obligations; (4) liens on properties in respect of judgments, awards judgments or indebtednessawards, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f7.1(e); (iv5) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 40 days from the date of creation thereof in respect of obligations not overdue; (6) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning 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 a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which interferes materially with the use of the property effected affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;. (v7) presently outstanding liens listed on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f);SCHEDULE 7.2 hereto; and (vi) 8) liens in favor of the Collateral Agent and the Banks; andLender under the Loan Documents. (vii9) liens securing Liens to secure Indebtedness not to exceed One Million Dollars ($1,000,000.00) in the Prudential Loanaggregate at any time outstanding.

Restrictions on Liens, Etc. The Borrower will not, and nor will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of 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 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 (collectively "Liens")recourse; PROVIDED that, provided that the Borrower and any Subsidiary of the Borrower its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (ia) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (iib) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (iiic) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties assets of the Borrower other than the Collateral or any interest therein in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section §8.1(d) or Section 8.1(f);; - 47 - (iv) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning 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 a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which interferes materially with the use of the property effected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (ve) liens on Real Estate and Short-term Investments the Excluded Mortgage Loans securing Non-recourse Indebtedness permitted by Section 8.1(f);the repayment of the Permitted Indebtedness; and (vif) liens in favor of the Agent and the Banks; and (vii) liens securing Banks under the Prudential LoanLoan Documents.

Restrictions on Liens, Etc. The Except in connection with Borrower’s purchase, origination, sale and refinancing from time to time of Mortgage Loans and related assets in the ordinary course of business as intended to be conducted on the Closing Date, Borrower will not, and will shall not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest 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) except in the ordinary course, 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 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it it, other than Indebtedness to Administrative Agent and Lenders arising hereunder or the other Loan Documents, 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 (collectively "Liens"); PROVIDED that, the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist:general (ia) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens Liens on properties to secure taxes, assessments and other governmental government charges or claims for labor, material or supplies in respect of obligations not overdue; overdue or which are being contested in good faith by appropriate proceedings and for which adequate reserves determined in accordance with GAAP have been established (iii) liens on properties in respect of judgments, awards or indebtedness, the Indebtedness with respect and as to which the property subject to any such lien is permitted by Section 8.1(d) not yet subject to foreclosure, sale, collection, levy or Section 8.1(floss on account thereof); (ivb) encumbrances on properties consisting 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; (c) Liens in favor of leases entered into Administrative Agent under the Loan Documents; (d) Liens arising from good faith deposits in the ordinary conduct connection with or to secure performance of the business statutory obligations and surety and appeal bonds; (e) With respect to real property acquired upon foreclosure of the Borrower and its SubsidiariesMortgages, easements, rights of rights-of-way, restrictions (including zoning restrictions), restrictions on the use matters of real property and plat, minor defects and or irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens similar charges or encumbrances none of which interferes materially with not, in any material respect, impairing the use of the encumbered property effected in the ordinary conduct of the business of the Borrower and for its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (v) liens on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f); (vi) liens in favor of the Agent and the Banks; and (vii) liens securing the Prudential Loanintended purposes.

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any 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 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, subject to Borrower's rights pursuant to Section 7.8; or (e) sell, assign, pledge or otherwise transfer encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse; or (f) incur or maintain any obligation to any holder of Indebtedness of the Borrower or such Subsidiary which prohibits the creation or maintenance of any lien securing the Obligations (collectively "Liens"); PROVIDED that, that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (iiiii) liens on properties in respect of judgments, awards judgments or indebtednessawards, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f);; 57 (iviii) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title theretoproperty, landlord's or lessor's liens under leases to which the Borrower or a any Subsidiary of the Borrower is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use of the property effected affected in the ordinary conduct of the business of the Borrower and or its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (viv) liens on Real Estate and Short-term Investments (other than the Unencumbered Borrowing Base Properties or any interest therein, including the rents and profits therefrom) securing Non-recourse Indebtedness permitted by Section 8.1(f8.1(g) or Section 8.1(h);; and (viv) liens in favor of the Agent and the Banks; and (vii) liens securing Banks as security for the Prudential LoanObligations. Notwithstanding anything herein to the contrary, Borrower shall not create or incur or suffer to be created or incurred any Lien on any direct or indirect interest of Borrower in any of its Subsidiaries.

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of 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 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 recourse; or (f) incur or maintain any obligation to any holder of Indebtedness of the Borrower or such Subsidiary which prohibits the creation or maintenance of any lien securing the Obligation (collectively "Liens"); PROVIDED that, provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdueoverdue except as otherwise permitted by Section 8.1(c); (iiiii) liens on properties in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f8.1(g); (iviii) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning 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 a Subsidiary of the Borrower is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use of the property effected affected in the ordinary conduct of the business of the Borrower and its SubsidiariesSubsidiaries or with respect to which a nationally recognized title insurance company has insured the Borrower against loss or damage resulting therefrom, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (viv) liens on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f8.1(g); (viv) liens in favor with the prior approval of the Agent and Majority Banks, liens on Real Estate acquired by the BanksBorrower after the date of this Agreement secured by previously existing mortgages, deeds of trust or deeds to secure debt; and (vii) liens securing the Prudential Loan.

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any 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 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 (collectively "Liens"); PROVIDED that, the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist:general (i) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (iiiii) liens on properties in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f8.1(g); (iviii) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title theretoproperty, landlord's or lessor's liens under leases to which the Borrower or a any Subsidiary of the Borrower is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use of the property effected affected in the ordinary conduct of the business of the Borrower and or its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (viv) liens on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f8.1(g) or Section 8.1(h);; and (viv) liens in favor of the Agent and the Banks; and (vii) liens securing Banks as security for the Prudential LoanObligations.

Restrictions on Liens, Etc. The Excluding the Expansion Mortgage, the Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, 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, 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 30 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 (collectively "Liens")recourse; PROVIDED that, the Borrower and any Subsidiary of provided that the Borrower may create or incur or suffer to be created or incurred or to exist, the following Permitted Liens: (i) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (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 of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than the Project in existence less than 120 days from the date of creation thereof in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f)obligations not overdue; (iv) encumbrances on properties other than the Project consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning restrictionscovenants, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's ’s or lessor's ’s liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances on properties other than the Project none of which in the opinion of the Borrower interferes materially with the use of the property effected affected in the ordinary conduct of the business of the Borrower and its SubsidiariesBorrower, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basisBorrower; (v) liens on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f);in favor of the Lender under the Loan Documents; and (vi) other liens in favor on the Project consisting of easements, rights of way, covenants and restrictions if and to the Agent and extent the Banks; and (vii) liens securing same have been approved by the Prudential LoanLender.

Restrictions on Liens, Etc. The Borrower will not, and nor will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of 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 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 (collectively "Liens")recourse; PROVIDED that, provided that the Borrower and any Subsidiary of the Borrower its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (ia) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (iib) liens on properties and assets to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (iiic) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties assets of the Borrower other than the Collateral or any interest therein in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(fss.8.1(d); (iv) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning 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 a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which interferes materially with the use of the property effected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (ve) liens on Real Estate and Short-term Investments the Excluded Mortgage Loans securing Non-recourse the repayment of the Permitted Indebtedness permitted by Section 8.1(f(other than Permitted Securitization Indebtedness); (vif) liens on assets of any Securitization Subsidiary securing Permitted Securitization Indebtedness; and (g) liens in favor of the Agent and the Banks; and (vii) liens securing Banks under the Prudential LoanLoan Documents.

Restrictions on Liens, Etc. The Borrower REIT and the Borrowers will not, and will not permit any of its their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of 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 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 other than in the ordinary course of business; or (collectively f) incur or maintain any obligation to any holder of Indebtedness of the REIT or any Borrower or any of their respective Subsidiaries which prohibits the creation or maintenance of any lien securing the Obligations (or requires in any circumstance or upon any contingency that any lien securing the Obligations be shared with such holder, on an "Liens"equal and ratable" basis or otherwise); PROVIDED thatthat the REIT, the any Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist, with the consent of the Administrative Agent: (i) liens in favor of the any Borrower on all or part of the assets of its Subsidiaries of the Borrower securing Indebtedness owing by such Subsidiaries of the Borrower to the such Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations which (A) are not overdueyet due and payable or (B) are not yet required to be paid under Section 7.8; (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 on properties in respect of judgments, awards judgments or indebtednessawards, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f)PROVIDED that the aggregate amount secured by such liens at no time shall exceed $10,000,000; (ivv) encumbrances on properties Real Estate consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning 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 REIT, any Borrower or a Subsidiary any of the Borrower their respective subsidiaries is a party, party and other minor liens or encumbrances encumbrances, none of which interferes materially with the use of the property effected affected in the ordinary conduct of the business of the Borrower REIT, the Borrowers and its their respective Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of REIT, the Borrower Borrowers and its their respective Subsidiaries on a consolidated basis; (vvi) liens on Real Estate (other than the Borrowing Base Properties) and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f) (including cross-collateralization permitted under Section 8.11) and prohibitions imposed by the holders of Non-recourse Indebtedness permitted by Section 8.1(f) on liens and encumbrances on Real Estate and Short-term Investments subject to such Non-recourse Indebtedness; (vii) Capitalized Leases and purchase money security interests permitted by Section 8.1(h); (viviii) liens in favor of the Administrative Agent and the BanksLenders under the Loan Documents; (ix) leases of Borrowing Base Property and other Real Estate in the ordinary course of business; (x) options and rights of first refusal on Real Estate other than Borrowing Base Property and options and rights of first refusal on Borrowing Base Property written notice of which has been provided to the Administrative Agent; (xi) other liens on Borrowing Base Property existing on the Initial Closing Date and listed on SCHEDULE 8.2 hereto; (xii) covenants in Section 2.4 of each of the MTN Supplemental Indentures restricting the incurrence of secured debt by Xxxxxxx OP and its Subsidiaries; (xiii) covenants in Article 8 of the PMCC Loan Agreement and other documents governing Indebtedness permitted by Section 8.1(f) restricting pledges and other transfers of Equity Interests in the REIT and its Subsidiaries; (xiv) the pledge securing the REIT Notes effected by the REIT Pledge Agreement; and (viixv) other liens securing on properties other than the Prudential LoanBorrowing Base Property that are not otherwise permitted by this Section 8.2 and that secure Indebtedness which in the aggregate does not exceed at any time $5,000,000 in principal amount outstanding.

Restrictions on Liens, Etc. The Borrower Borrowers will not, and will not permit any of its theiR Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its their 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 30 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 their general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse (collectively "Liens")recourse; PROVIDED that, provided that the Borrower Borrowers and any Subsidiary of the Borrower Borrowers may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of the a Borrower on all or part of the assets of Subsidiaries of the a Borrower securing Indebtedness owing by Subsidiaries of the any Borrower to the a Borrower; (ii) liens on properties to secure taxes, assessments and other governmental government charges or claims for labor, material or supplies in respect of obligations not overdue; (iii) 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; (iv) liens on properties in respect of judgments, awards judgments or indebtednessawards, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(fbyss.8.1(d); (ivv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in respect of obligations not overdue; (vi) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning 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 a Borrower or a Subsidiary of the a Borrower is a party, and other minor liens or encumbrances none of which interferes materially with the use of the property effected affected in the ordinary conduct of the business of the Borrower Borrowers and its their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the any Borrower individually or of the Borrower Borrowers and its their Subsidiaries on a consolidated basis;. (vvii) presently outstanding liens listed on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f);SCHEDULE 8.2 hereto; and (viviii) liens in favor of the Agent and Lender under the Banks; and (vii) liens securing the Prudential LoanLoan Documents.

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any 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 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, subject to Borrower's rights pursuant to Section 7.8; or (e) sell, assign, pledge or otherwise transfer encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse; or (f) incur or maintain any obligation to any holder of Indebtedness of the Borrower or such Subsidiary which prohibits the creation or maintenance of any lien securing the Obligations (collectively "Liens"); PROVIDED that, provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (iiiii) liens on properties in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f8.1(g); (iviii) encumbrances on properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title theretoproperty, landlord's or lessor's liens under leases to which the Borrower or a any Subsidiary of the Borrower is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use of the property effected affected in the ordinary conduct of the business of the Borrower and or its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (viv) liens on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f8.1(g) or Section 8.1(h);; and (viv) liens in favor of the Agent and the Banks; and (vii) liens securing Banks as security for the Prudential LoanObligations.

Restrictions on Liens, Etc. The Neither the Borrower nor the Guarantor will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any 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 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, transfer, pledge or otherwise transfer encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse recourse; or (collectively "Liens")f) incur or maintain any obligation to any holder of Indebtedness of any such Persons which prohibits the creation or maintenance of any lien securing the Obligations; PROVIDED that, the Borrower and any Subsidiary of the Borrower provided that such Persons may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens on properties to secure (A) taxes, assessments and other governmental charges not overdue or (B) claims for labor, material or supplies in respect of obligations not overdue; (iiiii) liens on properties in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f); (iv) nonmonetary encumbrances on properties (including the Projects and Other Projects) consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning restrictions, mineral rights reservations, restrictions on the use of real property and defects and irregularities in the title theretoproperty, landlord's ’s or lessor's ’s liens under leases to which the Borrower or a Subsidiary of the Borrower such Person is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use use, marketability or development of the property effected affected in the ordinary conduct of the business of the Borrower and its Subsidiariessuch Person, which defects encumbrances or liens do not individually or in the aggregate have a materially adverse effect on the business of the Borrower any such Person individually or of the Borrower and its Subsidiaries on a consolidated basis; (v) liens on Real Estate and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f); (viiii) liens in favor of the Agent for the benefit of the Lenders under the Loan Documents; (iv) liens and the Banksencumbrances incurred in connection with Indebtedness permitted by §8.1(h); and (viiv) liens securing and encumbrances incurred in connection with the Prudential LoanSenior Project Revolver.