Common use of Restrictions on Liens, Etc Clause in Contracts

Restrictions on Liens, Etc. None of the Borrower, any Guarantor, any Operating Subsidiary and any wholly-owned Subsidiary will: (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 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, -87- chattel paper or instruments, with or without recourse (the foregoing items (a) through (e) being sometimes referred to in this Section 8.2 collectively as "LIENS"), PROVIDED that the Borrower, the Guarantors and any Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and supplies; (ii) deposits or pledges made in connection with, or to secure payment of, worker's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) in respect of judgments or awards; (iv) encumbrances on properties consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, 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, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other similar Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters neither (x) individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; PROVIDED that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on the date of this Agreement and which do not otherwise constitute a breach of this Agreement; (vii) as to Real Estate 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; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent's reasonable satisfaction; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by Section 8.1; (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness not prohibited under Section 8.1 which do not otherwise result in a Default or Event of Default under this Agreement; (xi) Liens granted in accordance with Section 8.4(b) hereof; and (xii) Liens affecting an Unencumbered Property consisting of mortgages, deeds of trust or other security interests granted by a Subsidiary Guarantor to the Borrower or another Guarantor to secure intercompany Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT") shall be held by the Borrower or a Guarantor and the Borrower's or such Guarantor's rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section 8.2, the failure of any Unencumbered Property to comply with the covenants set forth in this Section 8.2 shall result in such Unencumbered Property's no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Default.

Restrictions on Liens, Etc. None The Loan Parties will not, and will not permit any of the Borrowertheir respective Subsidiaries to, any Guarantor, any Operating Subsidiary and any wholly-owned Subsidiary will: (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 such 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; or (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 encumber any accounts, contract rights, general intangibles, -87- chattel paper or instruments, with or without recourse (collectively the foregoing items (a) through (e) being sometimes referred to in this Section 8.2 collectively as "LIENS"“Liens”), PROVIDED ; provided that the BorrowerLoan Parties may, the Guarantors and any Subsidiary may permit their respective Subsidiaries to, create or incur or suffer to be created or incurred or to exist:exist any of the following (the “Permitted Liens”): (i) Liens securing for taxes, assessments, assessments and other governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and suppliesor supplies in respect of obligations not overdue or being contested in good faith; (ii) deposits Liens in favor of Agent and Lenders under the Loan Documents; (iii) Liens on properties of any Loan Party or pledges made their respective Subsidiaries other than the Mortgaged Property, any other Collateral or any interest therein (including the rents, issues and profits therefrom) in respect of Indebtedness which is permitted by §8.1(xi) §8.1(xii), §8.1(xiii) or §8.1(xiv); (iv) Liens arising in the ordinary course of business (including (A) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (B) Liens incurred in connection with, or to secure payment of, with worker's ’s compensation, unemployment insurancecompensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, old age pensions bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other social security obligations; enforcement of which is effectively stayed; (v) Liens described on Schedule 8.2 as of the Closing Date; (vi) options on property and deposits with utility companies rights of transferees pending the transfer thereof otherwise permitted by this Agreement; (vii) attachments, appeal bonds, judgments and other similar deposits made Liens, with respect to judgments that do not otherwise result in or cause an Event of Default; (viii) easements, rights of way, zoning ordinances, entitlements, minor defects or irregularities in title or survey, building codes and other land use laws and environmental restrictions, regulations and ordinances, and other similar Liens regulating the use or occupancy of real property or the activities conducted thereon which are imposed by a governmental authority having jurisdiction over such real property which are not violated in any material respect by the current use or occupancy of such real property and do not interfere in any material respect with the ordinary operation of the business of any Loan Party; (ix) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party and any interest or title of a lessor under any lease; (x) licenses or sublicenses of intellectual property granted in the ordinary course of business; (iiixi) Liens (arising under Article 2 or Article 4 of the Uniform Commercial Code and customary banker’s liens and rights of set-off, revocation, refund or chargeback in favor of banks or other than affecting financial institutions where the Unencumbered Properties) Loan Parties maintain deposits in respect the ordinary course of judgments or awardsbusiness; (ivxii) encumbrances on properties consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, restrictions on the use of real property and defects and irregularities Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or consignments; (xiii) Liens deemed to exist in the title thereto; landlord's or lessor's Liens under Leases to which the Borrower, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; connection with repurchase agreements and other similar Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters neither (x) individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; PROVIDED that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on the date of this Agreement and which do not otherwise constitute a breach of this Agreement; (vii) as to Real Estate 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; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent's reasonable satisfaction; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) investments to the extent not otherwise prohibited by Section 8.1; (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness not prohibited under Section 8.1 which do not otherwise result in a Default or Event of Default such Investments are permitted under this Agreement; (xixiv) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Indebtedness secured thereby; (xv) Liens granted existing on any asset of a Person at the time such Person becomes a Subsidiary of Borrower and not created in accordance with Section 8.4(b) hereofcontemplation of such event; and (xiixvi) other Liens, excluding Liens affecting on Collateral, securing amounts (other than Indebtedness for borrowed money) in an Unencumbered Property consisting of mortgages, deeds of trust or other security interests granted by a Subsidiary Guarantor aggregate amount not to the Borrower or another Guarantor to secure intercompany Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT") shall be held by the Borrower or a Guarantor and the Borrower's or such Guarantor's rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section 8.2, the failure of any Unencumbered Property to comply with the covenants set forth in this Section 8.2 shall result in such Unencumbered Property's no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Defaultexceed $1,000,000.

Restrictions on Liens, Etc. None of the Borrower, any Guarantor, any Operating Subsidiary and any wholly-owned Subsidiary will: (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 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, -87- chattel paper or instruments, with or without recourse (the foregoing items (a) through (e) being sometimes referred to in this Section 8.2 ss.8.2 collectively as "LIENSLiens"), PROVIDED provided that the Borrower, the Guarantors and any Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and supplies, the Indebtedness with respect to which is not prohibited by ss.8.1(b); (ii) deposits or pledges made in connection with, or to secure payment of, worker's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by ss.8.1(b); (iv) encumbrances on properties consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, 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, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other similar Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters neither (x) individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases"synthetic leases") entered into in good faith with Persons that are not Affiliates; PROVIDED provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on the date of this Agreement and which do not otherwise constitute a breach of this Agreement; (vii) as to Real Estate 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; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED provided that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent's reasonable satisfaction; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by Section 8.1ss.8.1; (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness not prohibited under Section 8.1 ss.8.1 which do not otherwise result in a Default or Event of Default under this Agreement;; and (xi) Liens granted in accordance with Section 8.4(bss.8.4(b) hereof; and (xii) Liens affecting an Unencumbered Property consisting of mortgages, deeds of trust or other security interests granted by a Subsidiary Guarantor to the Borrower or another Guarantor to secure intercompany Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT") shall be held by the Borrower or a Guarantor and the Borrower's or such Guarantor's rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section 8.2ss.8.2, the failure of any Unencumbered Property to comply with the covenants set forth in this Section 8.2 ss.8.2 shall result in such Unencumbered Property's no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Default.

Restrictions on Liens, Etc. None of the Borrower, any Guarantor, any Operating Subsidiary and any wholly-owned Subsidiary will: (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 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, -87- chattel paper or instruments, with or without recourse (the foregoing items (a) through (e) being sometimes referred to in this Section §8.2 collectively as "LIENS"“Liens”), PROVIDED provided that the Borrower, the Guarantors and any Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and supplies; (ii) deposits or pledges made in connection with, or to secure payment of, worker's ’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) in respect of judgments or awards; (iv) encumbrances on properties consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, 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, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other similar Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters neither (x) individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; PROVIDED provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on the date of this Agreement and which do not otherwise constitute a breach of this Agreement; (vii) as to Real Estate Estate, which are is 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; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED provided that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent's ’s reasonable satisfaction; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by Section §8.1; (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness not prohibited under Section 8.1 §8.1, which do not otherwise result in a Default or Event of Default under this Agreement; (xi) Liens granted in accordance with Section 8.4(b§8.3(b) hereof; and (xii) Liens affecting an Unencumbered Property consisting of mortgages, deeds of trust or other security interests granted by a Subsidiary Guarantor to the Borrower or another Guarantor to secure intercompany Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED provided that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT"“Intercompany Secured Debt”) shall be held by the Borrower or a Guarantor and the Borrower's ’s or such Guarantor's ’s rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section §8.2, the failure of any Unencumbered Property to comply with the covenants set forth in this Section §8.2 shall result in such Unencumbered Property's ’s no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Default.

Restrictions on Liens, Etc. None of the The Borrower, any GuarantorREA and the Guarantors will not, any Operating Subsidiary and any wholly-owned Subsidiary will: will not permit their respective Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it any of them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, -87- chattel paper or instruments, with or without recourse recourse; or (f) incur or maintain any obligation to any holder of Indebtedness of the foregoing items (a) through (e) being sometimes referred to in this Section 8.2 collectively as "LIENS")Borrower, REA, any Guarantor or any such Subsidiary which prohibits the creation or maintenance of any lien securing the Obligations; PROVIDED that the Borrower, REA, the Guarantors and any such Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing liens on properties to secure taxes, assessments, assessments and other governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and suppliesor supplies in respect of obligations not overdue; (ii) deposits liens on Real Estate other than the Mortgaged Property or pledges made any interest therein (including the rents, issues and profits therefrom) in connection withrespect of Indebtedness which is permitted by Section 8.1(d), Section 8.1(f), Section 8.1(h) 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 businessSection 8.1(k); (iii) Liens (liens on Real Estate other than affecting the Unencumbered Properties) in respect of judgments or awards; (iv) encumbrances on properties consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, 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, any Guarantor, Mortgaged Properties or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other similar Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters neither (x) individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; PROVIDED that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on the date of this Agreement and which do not otherwise constitute a breach of this Agreement; (vii) as to Real Estate 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; (viii) Liens affecting the Unencumbered Properties interest therein in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution the existence of the same is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent's reasonable satisfaction; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by Section 8.1; (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness not prohibited under Section 8.1 which do not otherwise result in a Default or an Event of Default under this Agreement; (xi) Liens granted in accordance with Section 8.4(b) hereof; and (xii) Liens affecting an Unencumbered Property consisting of mortgages, deeds of trust or other security interests granted by a Subsidiary Guarantor to the Borrower or another Guarantor to secure intercompany Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT") shall be held by the Borrower or a Guarantor and the Borrower's or such Guarantor's rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section 8.2, the failure of any Unencumbered Property to comply with the covenants set forth in this Section 8.2 shall result in such Unencumbered Property's no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Default12.

Restrictions on Liens, Etc. None The Loan Parties will not, and will not permit any of the Borrowertheir respective Subsidiaries to, any Guarantor, any Operating Subsidiary and any wholly-owned Subsidiary will: (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 such 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; or (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 encumber any accounts, contract rights, general intangibles, -87- chattel paper or instruments, with or without recourse (collectively the foregoing items (a) through (e) being sometimes referred to in this Section 8.2 collectively as "LIENS"“Liens”), PROVIDED ; provided that the BorrowerLoan Parties may, the Guarantors and any Subsidiary may permit their respective Subsidiaries to, create or incur or suffer to be created or incurred or to exist:exist any of the following (the “Permitted Liens”): (i) Liens securing for taxes, assessments, assessments and other governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and suppliesor supplies in respect of obligations not overdue or being contested in good faith; (ii) deposits Liens in favor of Agent and Lenders under the Loan Documents; (iii) Liens on properties of any Loan Party or pledges made their respective Subsidiaries other than the Mortgaged Property, any other Collateral or any interest therein (including the rents, issues and profits therefrom) in respect of Indebtedness which is permitted by §8.1(xi) §8.1(xii), §8.1(xiii) or §8.1(xiv); (iv) Liens arising in the ordinary course of business (including (A) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (B) Liens incurred in connection with, or to secure payment of, with worker's ’s compensation, unemployment insurancecompensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, old age pensions bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other social security obligations; enforcement of which is effectively stayed; (v) Liens described on Schedule 8.2 as of the Closing Date; (vi) options on property and deposits with utility companies rights of transferees pending the transfer thereof otherwise permitted by this Agreement; (vii) attachments, appeal bonds, judgments and other similar deposits made Liens, with respect to judgments that do not otherwise result in or cause an Event of Default; (viii) easements, rights of way, zoning ordinances, entitlements, minor defects or irregularities in title or survey, building codes and other land use laws and environmental restrictions, regulations and ordinances, and other similar Liens regulating the use or occupancy of real property or the activities conducted thereon which are imposed by a Governmental Authority having jurisdiction over such real property which are not violated in any material respect by the current use or occupancy of such real property and do not interfere in any material respect with the ordinary operation of the business of any Loan Party; (ix) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party and any interest or title of a lessor under any lease; (x) licenses or sublicenses of intellectual property granted in the ordinary course of business; (iiixi) Liens (arising under Article 2 or Article 4 of the Uniform Commercial Code and customary banker’s liens and rights of set-off, revocation, refund or chargeback in favor of banks or other than affecting financial institutions where the Unencumbered Properties) Loan Parties maintain deposits in respect the ordinary course of judgments or awardsbusiness; (ivxii) encumbrances on properties consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, restrictions on the use of real property and defects and irregularities Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or consignments; (xiii) Liens deemed to exist in the title thereto; landlord's or lessor's Liens under Leases to which the Borrower, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; connection with repurchase agreements and other similar Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters neither (x) individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; PROVIDED that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on the date of this Agreement and which do not otherwise constitute a breach of this Agreement; (vii) as to Real Estate 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; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent's reasonable satisfaction; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) investments to the extent not otherwise prohibited by Section 8.1; (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness not prohibited under Section 8.1 which do not otherwise result in a Default or Event of Default such Investments are permitted under this Agreement; (xixiv) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Indebtedness secured thereby; (xv) Liens granted existing on any asset of a Person at the time such Person becomes a Subsidiary of Borrower and not created in accordance with Section 8.4(bcontemplation of such event; (xvi) hereofother Liens, excluding Liens on Collateral, securing amounts (other than Indebtedness for borrowed money) in an aggregate amount not to exceed $1,000,000; and (xiixvii) Liens affecting an Unencumbered Property consisting under Mineral Rights Leases which arise in the ordinary course of mortgagesthe Mineral Business, deeds which are usual and customary in respect of trust or other security interests granted by Mineral Activity and secure obligations of a Subsidiary Guarantor to the Borrower or another Guarantor to secure intercompany Loan Party under a Mineral Rights Lease not constituting Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT") shall be held by the Borrower or a Guarantor and the Borrower's or such Guarantor's rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section 8.2, the failure of any Unencumbered Property to comply with the covenants set forth in this Section 8.2 shall result in such Unencumbered Property's no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Defaultfor borrowed money.

Restrictions on Liens, Etc. None of the BorrowerThe Borrower will not, any and will not permit Guarantor, any Operating Subsidiary and of the Related Companies or any wholly-owned Subsidiary will: Permitted Joint Venture to, (a) create or incur or agree not to create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its property or assets the Mortgaged Property of any character whether now owned or hereafter acquired, or upon the rents, income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness (not permitted by (S)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, -87- chattel paper or instruments, with or without recourse (intangibles relating to any of the foregoing items (a) through (e) being sometimes referred to in this Section 8.2 collectively as "LIENS"), PROVIDED Mortgaged Premises; provided that the Borrower, the Guarantors and any Subsidiary Borrower may create or incur or suffer to be created or incurred or to exist: (i) Liens securing liens to secure taxes, assessments, assessments and other governmental charges in respect of obligations not overdue, the Indebtedness with respect to which is permitted by (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and suppliesS)8.1(c); (ii) deposits or pledges made in connection with, or to secure payment of, workerworkmen's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) liens in respect of judgments or awards, the Indebtedness with respect to which is permitted by (S)8.1(d); (iv) encumbrances liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than the Mortgaged Properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, the Indebtedness with respect to which is permitted by (S)8.1(c); (v) encumbrances consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, 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, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other similar Liens minor liens or encumbrances on properties, none of which in the reasonable judgment of the Borrower interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and which matters neither (x) do not individually or in the aggregate have a Material Adverse Effect nor 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; (v) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; PROVIDED that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens the Leases referenced on Schedule 6.22(l) and any other encumbrances or rights of others which exist on the date of Leases permitted by this Agreement and which do not or otherwise constitute a breach of this Agreementapproved by the Lead Lenders; (vii) as to Real Estate which are acquired after the date of this Agreement, Liens presently outstanding 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 AgreementMortgaged Properties listed on Schedule B to the Title Policies; (viii) Liens affecting liens in favor of the Unencumbered Properties in respect Agent and/or any of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED that the Borrower shall have obtained a bond or insurance with respect thereto Lenders granted pursuant to the Administrative Agent's reasonable satisfaction;Security Documents; and (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by Section 8.1; (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness not prohibited under Section 8.1 which do not otherwise result in a Default or Event of Default under this Agreement; (xi) Liens granted in accordance with Section 8.4(b) hereof; and (xii) Liens affecting an Unencumbered Property consisting of mortgages, deeds of trust or other security interests granted by a Subsidiary Guarantor to the Borrower or another Guarantor to secure intercompany Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT") shall be held financing statements disclosed by the Borrower or a Guarantor and the Borrower's or such Guarantor's rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section 8.2, the failure of any Unencumbered Property to comply with the covenants set forth searches described in this Section 8.2 shall result in such Unencumbered Property's no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Default(S)10.18.

Restrictions on Liens, Etc. None of the Borrower, any Guarantor, any Operating Subsidiary and any wholly-owned Subsidiary will: (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 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, -87- chattel paper or instruments, with or without recourse (the foregoing items (a) through (e) being sometimes referred to in this Section 8.2 collectively as "LIENS"), PROVIDED that the Borrower, the Guarantors and any Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing taxes, assessments, governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and supplies, the Indebtedness with respect to which is not prohibited by Section 8.1(b); (ii) deposits or pledges made in connection with, or to secure payment of, worker's compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business; (iii) Liens (other than affecting the Unencumbered Properties) in respect of judgments or awards, the Indebtedness with respect to which is not prohibited by Section 8.1(b); (iv) encumbrances on properties consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, 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, any Guarantor, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other similar Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters neither (x) individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by the conveyancing standards in effect where such property is located; (v) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; PROVIDED that Leases with Affiliates -84- on market terms and with monthly market rent payments required to be paid are Permitted Liens; (vi) Liens and other encumbrances or rights of others which exist on the date of this Agreement and which do not otherwise constitute a breach of this Agreement; (vii) as to Real Estate 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; (viii) Liens affecting the Unencumbered Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent's reasonable satisfaction; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by Section 8.1; (x) other Liens (other than affecting the Unencumbered Properties) in connection with any Indebtedness not prohibited under Section 8.1 which do not otherwise result in a Default or Event of Default under this Agreement;; and (xi) Liens granted in accordance with Section 8.4(b) hereof; and (xii) Liens affecting an Unencumbered Property consisting of mortgages, deeds of trust or other security interests granted by a Subsidiary Guarantor to the Borrower or another Guarantor to secure intercompany Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT") shall be held by the Borrower or a Guarantor and the Borrower's or such Guarantor's rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section 8.2, the failure of any Unencumbered Property to comply with the covenants set forth in this Section 8.2 shall result in such Unencumbered Property's no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Default.

Restrictions on Liens, Etc. None of the The Borrower, any GuarantorREA and the Guarantors will not, any Operating Subsidiary and any wholly-owned Subsidiary will: will not permit their respective Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it any of them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its any of their general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, -87- chattel paper or instruments, with or without recourse recourse; or (f) incur or maintain any obligation to any holder of Indebtedness of the foregoing items (a) through (e) being sometimes referred to in this Section 8.2 collectively as "LIENS")Borrower, PROVIDED REA, any Guarantor or any such Subsidiary which prohibits the creation or maintenance of any lien securing the Obligations; provided that the Borrower, REA, the Guarantors and any such Subsidiary may create or incur or suffer to be created or incurred or to exist: (i) Liens securing liens on properties to secure taxes, assessments, assessments and other governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and suppliesor supplies in respect of obligations not overdue; (ii) deposits liens on Real Estate other than the Mortgaged Property or pledges made any interest therein (including the rents, issues and profits therefrom) in connection withrespect of Indebtedness which is permitted by Section 8.1(d), Section 8.1(f), Section 8.1(g) 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 businessSection 8.1(h); (iii) Liens (liens on Real Estate other than affecting the Unencumbered Properties) Mortgaged Properties or any interest therein in respect of judgments or awardsawards for so long as the existence of the same is not an Event of Default under Section 12.1A.(k); (iv) encumbrances on properties other than the Mortgaged Property consisting of easements, rights of way, covenants, notice of use limitations under Environmental Lawszoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto; , landlord's or lessor's Liens liens under Leases leases to which the Borrower, any GuarantorREA, the Guarantors or any such Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; party, and other similar Liens minor non-monetary liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereofBorrower, and REA, the Guarantors or any such Subsidiary, which matters neither (x) defects do not individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by materially adverse effect on the conveyancing standards in effect where such property is locatedbusiness of the Borrower, REA or the Guarantors individually or of the Borrower, REA or the Guarantors and their respective Subsidiaries on a consolidated basis; (v) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; PROVIDED that Leases with Affiliates liens on market terms and with monthly market rent payments required to be paid are Permitted LiensShort-term Investments securing Indebtedness permitted by Section 8.1(h); (vi) Liens liens in favor of the Agent 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 AgreementLenders under the Loan Documents; (vii) as to Real Estate which are acquired after liens and encumbrances on a Mortgaged Property expressly permitted under the date terms 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;Mortgage relating thereto; and (viii) Liens affecting the Unencumbered Properties in respect equipment leases of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; PROVIDED that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent's reasonable satisfaction; (ix) Liens securing Indebtedness for the purchase price of capital assets (other than Real Estate but including Indebtedness in respect of Capitalized Leases for equipment and other equipment leases) to the extent not otherwise prohibited by Section 8.1; (x) other Liens (other than affecting the Unencumbered Properties) personal property in connection with any Indebtedness not prohibited under Section 8.1 which do not otherwise result the operation of its Real Estate in a Default or Event the ordinary course of Default under this Agreement; (xi) Liens granted in accordance with Section 8.4(b) hereof; and (xii) Liens affecting an Unencumbered Property consisting of mortgages, deeds of trust or other security interests granted by a Subsidiary Guarantor to the Borrower or another Guarantor to secure intercompany Indebtedness owing from such Subsidiary Guarantor to the Borrower or such other Guarantor; PROVIDED that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the "INTERCOMPANY SECURED DEBT") shall be held by the Borrower or a Guarantor and the Borrower's or such Guarantor's rights or interests therein shall not be subject to any Liens. Notwithstanding the foregoing provisions of this Section 8.2, the failure of any Unencumbered Property to comply with the covenants set forth in this Section 8.2 shall result in such Unencumbered Property's no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Defaultbusiness.