Common use of Restrictions on Intercompany Transfers Clause in Contracts

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary) toSubsidiary holding title assets subject to Secured Indebtedness pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents or, (ii) with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in as permitted by the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (iiy) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than provided that this Section shall not apply to: (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of assets pending sale, or relating to Indebtedness secured by a Lien on assets which Indebtedness the Borrower or a Subsidiary, as applicable, is not prohibited from creating, incurring, assuming, or permitting or suffering to exist by the Loan Documents; provided that in any such case, the restrictions apply only to the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iiiii) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the case of a Loan Documents, (C) contained in organizational documents of, or other agreements governing an Investment in, or Indebtedness incurred by, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof Subsidiary (but only to the effect that extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the assets of such Subsidiary or Unconsolidated Affiliate) or (D) obligations restricting the sale or other transfer of assets pursuant to “tax protection” (or similar) agreements entered into with limited partners or members of the OP or of any such dividends, distributions, loans, advances or transfers other Subsidiary of property must be on fair and reasonable terms and on an arm’s length basisthe REIT Entity.

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents, or documents governing Unsecured Indebtedness, of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (iii3) with respect customary restrictions on transfer contained in leases applicable only to clauses the property subject to such lease, (a4) through (d)restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such dividendscase, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe restrictions apply only to the assets that are encumbered by such Lien.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; , in each case, other than than: (i) with respect to clauses (a) through (d), those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents, or (Aii) evidencing Unsecured with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (iiy) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary▇▇▇▇▇▇ REIT) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary Loan Party (other than ▇▇▇▇▇▇ REIT) to: (a) pay dividends or make any other distribution on any of such SubsidiaryLoan Party’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Loan Party (other than any restrictions contained in the Borrower LP Agreement); (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than than, in each case, (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document Document, (ii) restrictions and conditions imposed by Applicable Law, (iii) customary restrictions and conditions contained in agreements relating to the sale of such Loan Party or any Property owned by such Loan Party (to the extent such sale is permitted hereunder), (iv) customary restrictions and conditions contained in agreements relating to the acquisition of any Property (to the extent such acquisition is not prohibited under this Agreement), (v) customary restrictions governing any purchase money Liens permitted hereby covering only the property subject to such Lien, (vi) those restrictions contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness that Indebtedness, which restrictions on the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, Documents and (iivii) with respect to clause (d)) only, customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; , in each case, other than than: (i) with respect to clauses (a) through (d), those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents, or (Aii) evidencing Unsecured with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (iiy) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.business. ​

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiarythis clause (B), limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provisions for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d)any provision of any Guaranty entered into by the Parent, those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the obligations and liabilities that are Guaranteed pursuant to the terms of such Guaranty, (y) clauses (i) and (iv) of this Section shall not apply to any applicable prohibitions contained in an agreement evidencing any Secured Indebtedness of a Borrower or a Guarantor, (z) clause (iv) of this Section shall not apply to restrictions on the transfer of Equity Interests in a joint venture to which the Borrower or any Subsidiary is a party, to the extent such prohibition is contained in the ordinary course organizational documents of such joint venture (A) on the Effective Date or (B) entered into or amended as a condition to the negotiated arms-length business and (iii) arrangement with respect to clauses (a) through (d)the un-Affiliated holder of an Equity Interest in such joint venture in connection with the disposition of an asset in a transaction not otherwise prohibited by this Agreement, in each case, as the case same may be amended or modified (1) without the consent of a Subsidiary that is not any Borrower or a Wholly Owned Subsidiary, limitations arising after (2) in connection with the date hereof Refinancing of Indebtedness permitted pursuant to Section 9.14 or (3) as otherwise approved by the effect Requisite Lenders and (aa) this Section shall not apply to any applicable prohibitions contained in (1) any Loan Document, (2) the Second Lien Documents, (3) the PM Gallery Loan Modification Documents, (4) the Woodland Mall Secured Loan Modification Documents, or (5) any other agreement that any such dividends, distributions, loans, advances or transfers of property must be evidences Indebtedness which contains prohibitions on fair and reasonable terms and on an arm’s length basisthe actions described above that are not more restrictive than those prohibitions contained in the Loan Documents.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d), ) those encumbrances or restrictions (A) contained in any Loan Document or Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement (Athan the Borrower) evidencing Unsecured or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party Borrower or any other such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing Section 10.2.(a), provided that in any such case the encumbrances and restrictions imposed in connection with such Unsecured Indebtedness apply only to the Subsidiary or the assets that are either substantially similar tothe subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or less restrictive than(E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(g) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiarythis clause (B), limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions (A) contained in any Loan Document (including, for clarity, any Transferred Mortgage), (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2(a)(i), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Five-Year Term Loan Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) that directly or indirectly owns any Unencumbered Asset to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions (x) contained in any Loan Document, (y) existing by reason of Applicable Law or (z) contained in any Unencumbered Asset Documents and running in favor of a Loan Party, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable solely to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) Permitted Unsecured Indebtedness Restrictions and encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and business, (iii2) with respect customary restrictions on transfer contained in leases applicable only to clauses the property subject to such lease, (a3) through (d)restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (4) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (5) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such dividendscase, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe restrictions apply only to the assets that are encumbered by such Lien.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2(a)(i), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Revolving Credit Agreement and the Capital One Term Loan Agreement), (G) Permitted Transfer Restrictions or (H) contained in any Transferred Mortgage, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (iii3) with respect customary restrictions on transfer contained in leases applicable only to clauses the property subject to such lease, (a4) through (d)restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such dividendscase, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe restrictions apply only to the assets that are encumbered by such Lien.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof relating to the effect that Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.

Restrictions on Intercompany Transfers. The Borrower shall Company will not, and shall will not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) Guarantor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of the Company or any Subsidiary Guarantor to: (a) pay dividends or make any other distribution on any of such SubsidiaryPerson’s capital stock or other equity interests Equity Interests owned by the Borrower Company or any Subsidiarysuch Subsidiary Guarantor (other than any restrictions contained in the Company LP Agreement); (b) pay any Indebtedness owed to the Borrower Company or any Subsidiary; (c) make loans or advances to the Borrower Company or any Subsidiary; or (d) transfer any of its property or assets to the Borrower Company or any Subsidiary; , other than than, in each case, (i1) with respect to clauses (a) through (d), those encumbrances or restrictions contained in this Agreement, (2) restrictions and conditions imposed by applicable law, (3) customary restrictions and conditions contained in agreements relating to the sale of such Subsidiary Guarantor or any Loan Document Property owned by the Company or such Subsidiary Guarantor (to the extent such sale is permitted hereunder), (4) customary restrictions and conditions contained in agreements relating to the acquisition of any Property (to the extent such acquisition is not prohibited under this Agreement), (5) customary restrictions governing any purchase money Liens permitted hereby covering only the property subject to such Lien, (6) those restrictions contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness Indebtedness, which restrictions on the actions described above that the Borrowerare substantially similar to those contained in this Agreement, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii7) with respect to clause (d)) only, customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party Company or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document or Document, (B) contained in any other agreement (A) evidencing Unsecured that evidences unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, (C) contained in organizational documents of, or other agreements governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a); provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) that directly or indirectly owns any Unencumbered Asset to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions (x) contained in any Loan Document, (y) existing by reason of Applicable Law or (z) contained in any Unencumbered Asset Documents and running in favor of a Loan Party or any agent for the benefit of a Loan Party, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable solely to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) Permitted Unsecured Indebtedness Restrictions and encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and business, (iii2) with respect customary restrictions on transfer contained in leases applicable only to clauses the property subject to such lease, (a3) through (d)restrictions on transfer contained in any agreement relating to the transfer, in sale, conveyance, or other disposition, or merger or acquisition of or by a Subsidiary or the case assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition, or merger or acquisition; provided that is not a Wholly Owned in any such case, the restrictions apply only to the Subsidiary, limitations the Equity Interests of such Subsidiary or the assets of such Subsidiary, including the assets that are the subject of such transfer, sale, conveyance or other disposition, or merger or acquisition, (4) customary non-assignment provisions or other customary restrictions on transfer arising after under leases, licenses, sub-leases and sub-licenses, and other contracts entered into in the date hereof ordinary course of business; provided, that such restrictions are limited to assets subject to such leases, licenses, sub-leases, sub-licenses and contracts and the Subsidiary and the Equity Interests of the Subsidiary that own such assets and (5) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such case, the restrictions apply only to the effect assets that any are encumbered by such dividends, distributions, loans, advances or transfers Lien and the Subsidiary and the Equity Interests of property must be on fair and reasonable terms and on an arm’s length basisthe Subsidiary that own such assets.

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document, or (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are not more restrictive than those contained in the Loan Documents, (ii) with respect to clauses (c) and (d), those encumbrances and restrictions contained in organizational documents of, or other agreements governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (iii) with respect to clause (d), (A) restrictions contained in any Loan Document agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2(a); provided that in any other such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) customary provisions restricting assignment of any agreement (A) evidencing Unsecured Indebtedness that entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documentsordinary course of business or (C) Permitted Transfer Restrictions. Notwithstanding anything to the contrary in the foregoing, (ii) with respect the restrictions in this Section shall not apply to clause (d), customary provisions restricting assignment any provision of any agreement Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary in to Guarantee the ordinary course Indebtedness of business and (iii) with respect any Subsidiary permitted to clauses (a) through (d)be incurred hereunder, in which provision subordinates any rights of the case of a Borrower, such other Loan Party, or such other Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to payment from such Subsidiary to the effect that any payment in full of the Indebtedness Guaranteed pursuant to the terms of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisGuaranty.

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents, or documents governing Unsecured Indebtedness, of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (iii3) with respect customary restrictions on transfer contained in leases applicable only to clauses the property subject to such lease, (a4) through (d)restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such dividendscase, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe restrictions apply only to the assets that are encumbered by such Lien.

Restrictions on Intercompany Transfers. The Borrower shall notDirectly or indirectly enter into or become bound by any agreement, and shall not permit any instrument, indenture or other Loan Party or any other Subsidiary obligation (other than an Excluded Subsidiarythis Agreement and the other Loan Documents) tothat could directly or indirectly restrict, create prohibit or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction require the consent of any kind Person with respect to the payment of dividends or distributions or the making or repayment of intercompany loans by a Subsidiary of any Borrower to any Borrower or between the Borrowers, except in each case for prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Loan Documents; (ii) applicable law; (iii) restrictions in effect on the ability date of any Subsidiary to: this Agreement contained in the Holdings Subordinated Note Indenture as in effect on the date of this Agreement, and, if the Indebtedness under the Holdings Subordinated Notes is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Indebtedness (aand successive renewals, extensions and refinancings thereof) pay dividends if such restrictions taken as a whole are no more restrictive than those contained in the agreements governing the Indebtedness being renewed, extended or make any other distribution on any of such Subsidiary’s capital stock refinanced, (iv) customary non-assignment provisions with respect to leases or other equity interests owned licensing agreements entered into by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d)Subsidiaries, those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement each case entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and consistent with past practices, (iiiv) any restriction or encumbrance with respect to clauses any asset of the Borrowers or any of their Subsidiaries imposed pursuant to an agreement which has been entered into for the sale or disposition of such assets or all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; (avi) through customary provisions in joint venture agreements and other similar agreements, which place restrictions on distributions of the property or assets of the joint venture entity to the joint venture partners and/or restrictions on the granting of liens on property or assets owned by the joint venture entity (dbut not any Loan Party), entered into in the case ordinary course of a Subsidiary that is not a Wholly Owned Subsidiarybusiness in connection with joint ventures permitted under this Agreement, and (vii) customary net worth limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisin leases.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions (A) contained in any Loan Document, Transferred Mortgage or the 2021 HY Debt, (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2, provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive in any material respect than, such encumbrances and restrictions set forth those contained in either the Loan DocumentsDocuments or the 2021 HY Debt (in each case, as determined in good faith by the Parent Guarantor and the Borrower) (it being understood that Unsecured Indebtedness that satisfies the requirements of this clause (F) with respect to only the Loan Documents or only the 2021 HY Debt shall comply with this clause (F)) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiarythis clause (B), limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than than: (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (x) any Loan Document Document, (y) the Existing Credit Agreement or in (z) any other agreement (A) evidencing Unsecured Indebtedness that is not Secured Indebtedness which the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in the Loan Documents, this Agreement; (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and business; and (iii) with respect to clauses (a) through clause (d), those encumbrances or restrictions contained in the case of an agreement (x) evidencing Indebtedness which a Subsidiary that may create, incur, assume, or permit or suffer to exist under this Agreement and (y) which Indebtedness is not secured by a Wholly Owned SubsidiaryLien on the assets of such Subsidiary permitted to exist under the Loan Documents, limitations arising after the date hereof so long as such encumbrances and restrictions apply only to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair Subsidiary and reasonable terms and on an arm’s length basissuch Subsidiary has no material assets other than those encumbered by such Lien.

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party Guarantor or any other Subsidiary (other than an any Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) Negative Pledges or other Permitted Unsecured Debt Restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under Debt permitted by this Agreement and (B) containing encumbrances and so long as such restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party Guarantor or any other Subsidiary in the ordinary course of business and business, (iii2) with respect restrictions on transfer contained in any agreement relating to clauses (a) through (d)the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (3) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts, and (4) restrictions on transfer contained in any agreement evidencing Secured Debt secured by a Lien permitted by this Agreement that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such dividendscase, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe restrictions apply only to the assets that are encumbered by such Lien.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d), ) those encumbrances or restrictions (A) contained in any Loan Document or Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement (Athan the Borrower) evidencing Unsecured or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party Borrower or any other such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing Section 10.2.(a), provided that in any such case the encumbrances and restrictions imposed in connection with such Unsecured Indebtedness apply only to the Subsidiary or the assets that are either substantially similar tothe subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or less restrictive than(E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than provided that this Section shall not apply to: (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of assets pending sale, or relating to Indebtedness secured by a Lien on assets which Indebtedness the Borrower or a Subsidiary, as applicable, is not prohibited from creating, incurring, assuming, or permitting or suffering to exist by the Loan Documents; provided that in any such case, the restrictions apply only to the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iiiii) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to, or no more restrictive than, those contained in the case of a Loan Documents, (C) contained in organizational documents of, or other agreements governing an Investment in, or Indebtedness incurred by, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof Subsidiary (but only to the effect that extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the assets of such Subsidiary or Unconsolidated Affiliate) or (D) obligations restricting the sale or other transfer of assets pursuant to “tax protection” (or similar) agreements entered into with limited partners or members of the OP or of any such dividends, distributions, loans, advances or transfers other Subsidiary of property must be on fair and reasonable terms and on an arm’s length basisthe REIT Entity.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Intermediate Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party (other than the Borrower) or any Intermediate Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower any Loan Party or any Intermediate Subsidiary; (b) pay any Indebtedness owed to the Borrower any Loan Party or any Intermediate Subsidiary; (c) make loans or advances to the Borrower any Loan Party or any Intermediate Subsidiary; or (d) transfer any of its property or assets to the Borrower any Loan Party or any Intermediate Subsidiary; other than than: (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, Document; (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Intermediate Subsidiary in the ordinary course of business and business; (iii) with respect to the clauses (a), (c) through and (d), which are customary provisions in the case of a Subsidiary that is not a Wholly Owned SubsidiaryJoint Venture agreements and other similar agreements applicable to Joint Ventures permitted hereunder, limitations arising after the date hereof so long as such restrictions relate sole to the effect that any applicable Joint Venture; and (iv) with respect to clause (d), customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such dividends, distributions, loans, advances restrictions relate solely to the assets subject thereto or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe buyer or seller thereunder.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and business. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness. (x) The Credit Agreement is hereby further amended by restating Section 9.4. (a) thereof in its entirety as follows: (a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to clauses any Subsidiary or any other Loan Party (a) through (dother than the Borrower), including, for the avoidance of doubt, the sale, transfer or other disposition of the capital stock of or other Equity Interests in any Subsidiary of the case of a Subsidiary that is not a Wholly Owned SubsidiaryBorrower, limitations arising after the date hereof so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect that any such dividendsthereto, distributions, loans, advances no Default or transfers Event of property must Default is or would be on fair and reasonable terms and on an arm’s length basis.in existence; (y) The Credit Agreement is hereby further amended by restating Section 9.8. thereof in its entirety as follows:

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document, or (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are not more restrictive than those contained in the Loan Documents, (ii) with respect to clauses (c) and (d), those encumbrances and restrictions contained in organizational documents of, or other agreements governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (iii) with respect to clause (d), (A) restrictions contained in any Loan Document agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2(a); provided that in any other such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, or (B) customary provisions restricting assignment of any agreement (A) evidencing Unsecured Indebtedness that entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documentsordinary course of business. Notwithstanding anything to the contrary in the foregoing, (ii) with respect the restrictions in this Section shall not apply to clause (d), customary provisions restricting assignment any provision of any agreement Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary in to Guarantee the ordinary course Indebtedness of business and (iii) with respect any Subsidiary permitted to clauses (a) through (d)be incurred hereunder, in which provision subordinates any rights of the case of a Borrower, such other Loan Party, or such other Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to payment from such Subsidiary to the effect that any payment in full of the Indebtedness Guaranteed pursuant to the terms of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisGuaranty.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis. (q) The Credit Agreement is further amended by restating the second sentence of Section

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document, or (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are not more restrictive than those contained in the Loan Documents, (ii) with respect to clauses (c) and (d), those encumbrances and restrictions contained in organizational documents of, or other agreements governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (iii) with respect to clause (d), (A) restrictions contained in any Loan Document agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a); provided that in any other such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, or (B) customary provisions restricting assignment of any agreement (A) evidencing Unsecured Indebtedness that entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documentsordinary course of business. Notwithstanding anything to the contrary in the foregoing, (ii) with respect the restrictions in this Section shall not apply to clause (d), customary provisions restricting assignment any provision of any agreement Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary in to Guarantee the ordinary course Indebtedness of business and (iii) with respect any Subsidiary permitted to clauses (a) through (d)be incurred hereunder, in which provision subordinates any rights of the case of a Borrower, such other Loan Party, or such other Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to payment from such Subsidiary to the effect that any payment in full of the Indebtedness Guaranteed pursuant to the terms of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisGuaranty.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) Guarantor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary such Loan Party to: (ai) pay dividends or make any other distribution on any of such SubsidiaryLoan Party’s capital stock or other equity interests owned by the Borrower or any SubsidiarySubsidiary Guarantor; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any SubsidiarySubsidiary Guarantor; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d)Subsidiary Guarantor, those except for any such encumbrances or restrictions contained in any Loan Document or in any other agreement restrictions, (A) evidencing Unsecured contained in agreements relating to the sale of a Subsidiary Guarantor or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party Borrower or any other such Subsidiary Guarantor may create, incur, assume assume, or permit or suffer to exist under this Agreement without breaching Section 9.1. and 9.2.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary Guarantor or the assets that are the subject of such sale or Lien, as the case may be, (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documentsorganizational documents or other agreements binding on or applicable to any Subsidiary Guarantor (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary Guarantor or the property or assets of such Subsidiary Guarantor), (iiC) with respect contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to clause the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate) or (d)D) contained in the agreements described on Schedule 9.3 to this Agreement and any renewals, customary provisions restricting assignment extensions, refinancings, or replacements of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisagreements.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) of the Parent to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than the Borrower) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; (b) pay any Indebtedness owed to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; (c) make loans or advances to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; or (d) transfer any of its property or assets to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; other than encumbrances or restrictions (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and the other Loan Documents; (Bii) containing encumbrances existing on the Agreement Date and restrictions imposed identified on Schedule 10.3; (iii) contained in connection with a Mortgage or any document, instrument or agreement relating to a Mortgage; (iv) relating to the sale of a Subsidiary or assets pending such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, sale to the extent such encumbrances and restrictions set forth in sale is not prohibited under the Loan Documents, provided that in any such case, such encumbrance or restriction applies only to the Subsidiary or the assets that are the subject of such sale; (iiv) existing pursuant to Applicable Law; (vi) consisting of customary prohibitions restricting subletting or assignment of any lease governing a leasehold interest of Parent, the Borrower or any Subsidiary of the Parent; (vii) consisting of joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the Equity Interests in such Person) that is the subject thereof; (viii) prohibiting the payment of dividends or the making of other distributions with respect to clause Equity Interests of a Person other than on a pro rata basis; (d), customary provisions restricting assignment ix) customarily contained in agreements relating to any acquisition or other investment that is otherwise permitted under this Agreement; (x) consisting of any agreement in effect at the time a Person becomes a Subsidiary of the Parent, so long as such agreement was not entered into by in connection with or in contemplation of such Person becoming a Subsidiary of the BorrowerParent, which encumbrance or restriction is not applicable to the properties or assets of any other Loan Party or any other Subsidiary in of the ordinary course of business Parent; and (iiixi) relating to amendments, refinancings, extensions and renewals of any of the foregoing, to the extent otherwise not prohibited, provided, that such amendments, refinancings, extensions and renewals are, taken as a whole, no more materially restrictive with respect to clauses (a) through (d)such prohibitions and limitations than those prior to such amendment, in the case of a Subsidiary that is not a Wholly Owned Subsidiaryrefinancing, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances extension or transfers of property must be on fair and reasonable terms and on an arm’s length basisrenewal.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) the Term Loan Agreement, (C) the ▇▇▇▇▇ Fargo Term Loan Agreement, (D) any other agreement (A) evidencing Unsecured Indebtedness that in addition to the Borrower, any other Term Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (Bthe ▇▇▇▇▇ Fargo Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a), provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1(g) and Section 9.4 of this Agreement and Section 13 of the Loan DocumentsGuaranty, or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof relating to the effect that Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded LEGAL02/3698915037492873v32 Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiarythis clause (B), limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document or Document, (B) contained in any other agreement (A) evidencing Unsecured that evidences unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan DocumentsDocuments or (C) contained in organizational documents of, or other agreements governing an Investment in, an Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate) or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2.(a); provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiaryto Guarantee the Indebtedness of any Subsidiary permitted to be incurred hereunder, limitations arising after which provision subordinates any rights of the date hereof Borrower, such other Loan Party, or such other Subsidiary to payment from such Subsidiary to the effect that any payment in full of the Indebtedness Guaranteed pursuant to the terms of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisGuaranty.

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded SubsidiarySubsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind kind, on the ability of any Subsidiary (other than Excluded Subsidiaries) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; or (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or required to be included by any lender in any other agreement or document evidencing or governing permitted Indebtedness of any Subsidiary or existing by reason of Applicable Law, (A2) customary restrictions contained in the organizational documents, or documents governing Unsecured Indebtedness, of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (iii3) with respect customary restrictions on transfer contained in leases applicable only to clauses the property subject to such lease, (a4) through (d)restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such dividendscase, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe restrictions apply only to the assets that are encumbered by such Lien.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) the Existing Credit Agreement, (C) the ▇▇▇▇▇ Fargo Term Loan Agreement, (D) any other agreement (A) evidencing Unsecured Indebtedness that in addition to the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Existing Credit Agreement and (Bthe ▇▇▇▇▇ Fargo Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a), provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party Party, the Parent or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any SubsidiarySubsidiary of the Borrower; (b) pay any Indebtedness owed to the Borrower or any SubsidiarySubsidiary of the Borrower; (c) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower; or (d) transfer any of its property or assets to the Borrower or any SubsidiarySubsidiary of the Borrower; other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the BorrowerDocument, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed contained in connection with such any agreement that evidences Unsecured Indebtedness which contains restrictions and encumbrances that are either substantially similar to, to or less not more restrictive than, such encumbrances and than those restrictions set forth contained in the Loan DocumentsDocuments or (C) contained in organizational documents of, or other agreements governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale where the transfer restriction applies only to the Subsidiary or the assets that are the subject of such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiarythis clause (B), limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, any other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiarythis clause (B), limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness. (k) The Credit Agreement is hereby further amended by restating Section 10.1.(d)(iv) thereof in its entirety as follows:

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary▇▇▇▇▇▇ REIT) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary Loan Party (other than ▇▇▇▇▇▇ REIT) to: (a) pay dividends or make any other distribution on any of such SubsidiaryLoan Party’s capital stock or other equity interests directly or indirectly owned by the Borrower or (other than any Subsidiaryrestrictions contained in the Borrower LP Agreement); (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than than, in each case, (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document Document, (ii) restrictions and conditions imposed by Applicable Law, (iii) customary restrictions and conditions contained in agreements relating to the sale of such Loan Party or any Property owned by such Loan Party (to the extent such sale is permitted hereunder), (iv) customary restrictions and conditions contained in agreements relating to the acquisition of any Property (to the extent such acquisition is not prohibited under this Agreement), (v) customary restrictions governing any purchase money Liens permitted hereby covering only the property subject to such Lien, (vi) those restrictions contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness that Indebtedness, which restrictions on the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness actions described above that are either substantially similar to, or less not materially more restrictive than, such encumbrances and restrictions set forth those contained in the Loan Documents, (iivii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly-Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (viii) with respect to clause (d)) only, (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business business, (B) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (C) customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (D) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (iiiE) with respect to clauses (a) through (d), restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the case of Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect assets that any are encumbered by such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLien.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2.(a)(i), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Revolving Credit Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d), ) those encumbrances or restrictions (A) contained in any Loan Document or Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement (Athan the Borrower) evidencing Unsecured or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party Borrower or any other such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing Section 10.2.(a), provided that in any such case the encumbrances and restrictions imposed in connection with such Unsecured Indebtedness apply only to the Subsidiary or the assets that are either substantially similar tothe subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or less restrictive than(E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d) those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2.(a)(i), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Seven-Year Term Loan Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded SubsidiarySubsidiarySubsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded SubsidiarySubsidiaries) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any other Subsidiary; or (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through throughand (ddb), (1) those encumbrances or restrictions contained in any Loan Document or any agreement or document evidencing or governing permitted Indebtedness of any Subsidiary or Specified Fund, or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents, or documents governing Unsecured Indebtedness, of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (ddb), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (iii3) with respect customary restrictions on transfer contained in leases applicable only to clauses the property subject to such lease, (a4) through (d)restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such dividendscase, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe restrictions apply only to the assets that are encumbered by such Lien.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d) those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2.(a)(i), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Seven-Year Term Loan Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; , in each case, other than than: (i) with respect to clauses (a) through (d), those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents, or (Aii) evidencing Unsecured with respect to clause (d), (x) restrictions contained in any ​ agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (iiy) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.business. ​

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary) toSubsidiary holding title assets subject to Secured Indebtedness 95 pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents or, (ii) with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in as permitted by the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (iiy) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) the Existing Credit Agreement, (C) the ▇▇▇▇▇ Fargo Term Loan Agreement, (D) any other agreement (A) evidencing Unsecured Indebtedness that in addition to the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Existing Credit Agreement and (Bthe ▇▇▇▇▇ Fargo Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a), provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and business. (iiip) with respect The Credit Agreement is hereby further amended by restating 9.4(b) in its entirety to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.read as follows:

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and business. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness. (t) The Credit Agreement is hereby amended by restating Section 9.4. (a) thereof in its entirety to read as follows: (a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to clauses any Subsidiary or any other Loan Party (a) through (dother than the Borrower), including, for the avoidance of doubt, the sale, transfer or other disposition of the capital stock of or other Equity Interests in any Subsidiary of the case of a Subsidiary that is not a Wholly Owned SubsidiaryBorrower, limitations arising after the date hereof so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect that any such dividendsthereto, distributions, loans, advances no Default or transfers Event of property must Default is or would be on fair and reasonable terms and on an arm’s length basis.in existence; (u) The Credit Agreement is hereby amended by restating Section 9.8. thereof in its entirety to read as follows:

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary▇▇▇▇▇▇ REIT) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary Loan Party (other than ▇▇▇▇▇▇ REIT) to: (a) pay dividends or make any other distribution on any of such SubsidiaryLoan Party’s capital stock or other equity interests directly or indirectly owned by the Borrower or (other than any Subsidiaryrestrictions contained in the Borrower LP Agreement); (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than than, in each case, (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document Document, (ii) restrictions and conditions imposed by Applicable Law, (iii) customary restrictions and conditions contained in agreements relating to the sale of such Loan Party or any Property owned by such Loan Party (to the extent such sale is permitted hereunder), (iv) customary restrictions and conditions contained in agreements relating to the acquisition of any Property (to the extent such acquisition is not prohibited under this Agreement), (v) customary restrictions governing any purchase money Liens permitted hereby covering only the property subject to such Lien, (vi) those restrictions contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness that Indebtedness, which restrictions on the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness actions described above that are either substantially similar to, or less not materially more restrictive than, such encumbrances and restrictions set forth those contained in the Loan Documents, (iivii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly-OwnedWholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (viii) with respect to clause (d)) only, (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business business, (B) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (C) customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (D) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (iiiE) with respect to clauses (a) through (d), restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the case of Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect assets that any are encumbered by such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLien.

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis. (v) The Credit Agreement is further amended by adding the following Section 9.12. immediately after Section 9.11. thereof:

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) the Existing Credit Agreement, (C) the Existing Term Loan Agreement, (D) any other agreement (A) evidencing Unsecured Indebtedness that in addition to the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Existing Credit Agreement and (Bthe Existing Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a), provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provision for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d)any provision of any Guaranty entered into by the Parent, those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the obligations and liabilities that are Guaranteed pursuant to the terms of such Guaranty, (y) clauses (i) and (iv) of this Section shall not apply to any applicable prohibitions contained in an agreement evidencing any Secured Indebtedness of a Borrower or a Guarantor and (z) this Section shall not apply to any applicable prohibitions contained in (1) any Loan Document, (2) the 2014 Seven-Year Term Loan Agreement or (3) any other agreement that evidences Unsecured Indebtedness which contains prohibitions on the actions described above that are not more restrictive than those prohibitions contained in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLoan Documents.

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis. (n) The Credit Agreement is further amended by adding the following Section 9.12. immediately after Section 9.11. thereof:

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document, or (B) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are not more restrictive than those contained in the Loan Documents, (ii) with respect to clauses (c) and (d), those encumbrances and restrictions contained in organizational documents of, or other agreements governing an investment in, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (iii) with respect to clause (d), (A) restrictions contained in any Loan Document agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2(a); provided that in any other such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) customary provisions restricting assignment of any agreement (A) evidencing Unsecured Indebtedness that entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documentsordinary course of business or (C) Permitted Transfer Restrictions. Notwithstanding anything to the contrary in the foregoing, (ii) with respect the restrictions in this Section shall not apply to clause (d), customary provisions restricting assignment any provision of any agreement Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary in to Guarantee the ordinary course Indebtedness of business and (iii) with respect any Subsidiary permitted to clauses (a) through (d)be incurred hereunder, in which provision subordinates any rights of the case of a Borrower, such other Loan Party, or such other Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to payment from such Subsidiary to the effect that any payment in full of the Indebtedness Guaranteed pursuant to the terms of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisGuaranty.

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions (A) contained in any Loan Document Document, or (B) contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth than those contained in the Loan Documents, (ii) with respect to clause clauses (c) and (d), customary provisions restricting assignment of any agreement entered into by the Borrowerthose encumbrances and restrictions contained in organizational documents of, or other agreements governing an Investment in, any other Loan Party Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof Subsidiary (but only to the effect extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (iii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that any such dividendsthe Borrower or a Subsidiary may create, distributionsincur, loansassume, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.permit or suffer to exist under

Restrictions on Intercompany Transfers. The Permit the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Restricted Subsidiary) to, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distribution on any of such Restricted Subsidiary’s capital stock or other equity interests owned by the Borrower or any Restricted Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Restricted Subsidiary; (c) make loans or advances to the Borrower or any Restricted Subsidiary; or (d) transfer or exclusively license any of its property property, rights or assets to the Borrower or any Restricted Subsidiary; other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan DocumentsDocument, (ii) encumbrances or restrictions consistent with respect market convention (as determined in good faith by the Borrower) contained in any agreement that evidences Indebtedness, including the Senior Indentures and the Bridge Facilities, as well as any restrictions applicable to clause assets constituting collateral for any secured Indebtedness, (diii) customary restrictions contained in joint venture agreements or other similar agreements applicable to joint ventures, including Permitted Negative JV Pledges, (iv) restrictions under or by reason of applicable law, rule, regulation or order (including requirements imposed by any Gaming Authority, Gaming Laws and any regulations, orders or decrees of any Gaming Authority or other applicable Governmental Authority), (v) restrictions contained in an agreement that governs an Investment in, or other agreement binding on, an Unrestricted Subsidiary (but only to the extent such encumbrance or restriction applies to any direct or indirect Equity Interest in such Unrestricted Subsidiary, as applicable), (vi) Permitted Sale Restrictions and Permitted Transfer Restrictions, (vii) customary provisions restricting assignment of any agreement agreement, lease, license, permit or other contract entered into by the Borrower, any other Loan Party Borrower or any Restricted Subsidiary in the ordinary course of business and business, (iiiviii) on cash, Cash Equivalents or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies, (ix) restrictions contained in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis, (x) restrictions existing with respect to clauses any Person or the property or assets of any Person acquired by the Borrower or any of its Restricted Subsidiaries or that otherwise becomes a Restricted Subsidiary, or with respect to any Person or the property or assets of any Person newly designated as a Restricted Subsidiary of the Borrower, existing at the time of such acquisition or designation and not incurred solely in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of the Person other than the Person or the property or assets of the Person so acquired or designated, (axi) through in the case of clause (d), encumbrances or restrictions consistent with market convention (as determined in good faith by the Borrower) (A) that restrict in a customary manner the subletting, assignment, license or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset or (B) existing under or by reason of ground leases, Finance Leases or purchase money obligations for property acquired in the case ordinary course of a Subsidiary business that is impose restrictions on that property; and (xii) existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of sellers in connection with acquisitions not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisprohibited under this Agreement.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and business. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness (x) The Credit Agreement is hereby further amended by restating Section 9.4. (a) thereof in its entirety as follows: (a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to clauses any Subsidiary or any other Loan Party (a) through (dother than the Borrower), including, for the avoidance of doubt, the sale, transfer or other disposition of the capital stock of or other Equity Interests in any Subsidiary of the case of a Subsidiary that is not a Wholly Owned SubsidiaryBorrower, limitations arising after the date hereof so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect that any such dividendsthereto, distributions, loans, advances no Default or transfers Event of property must Default is or would be on fair and reasonable terms and on an arm’s length basis.in existence; (y) The Credit Agreement is hereby further amended by restating Section 9.8. thereof in its entirety as follows:

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than provided that this Section shall not apply to: (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of assets pending sale, or relating to Indebtedness secured by a Lien on assets which Indebtedness the Borrower or a Subsidiary, as applicable, Execution Version is not prohibited from creating, incurring, assuming, or permitting or suffering to exist by the Loan Documents; provided that in any such case, the restrictions apply only to the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iiiii) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the case of a Loan Documents, (C) contained in organizational documents of, or other agreements governing an Investment in, or Indebtedness incurred by, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof Subsidiary (but only to the effect that extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the assets of such Subsidiary or Unconsolidated Affiliate) or (D) obligations restricting the sale or other transfer of assets pursuant to “tax protection” (or similar) agreements entered into with limited partners or members of the OP or of any such dividends, distributions, loans, advances or transfers other Subsidiary of property must be on fair and reasonable terms and on an arm’s length basisthe REIT Entity.

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than than: (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (x) any Loan Document Document, (y) the Existing Term Loan Agreement or in (z) any other agreement (A) evidencing Unsecured Indebtedness that is not Secured Indebtedness which the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in the Loan Documents, this Agreement; (ii) with respect to clause (d), (x) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, and (y) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale to the extent that such sale is permitted under this Agreement and the restrictions apply only to the Subsidiary or the assets that are the subject of such sale; and (iii) with respect to clauses (a) through clause (d), those encumbrances or restrictions contained in the case of an agreement (x) evidencing Indebtedness which a Subsidiary that may create, incur, assume, or permit or suffer to exist under this Agreement and (y) which Indebtedness is not secured by a Wholly Owned SubsidiaryLien on the assets of such Subsidiary permitted to exist under the Loan Documents, limitations arising after the date hereof so long as such encumbrances and restrictions apply only to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair Subsidiary and reasonable terms and on an arm’s length basissuch Subsidiary has no material assets other than those encumbered by such Lien.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances 116 and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(f) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiarythis clause (B), limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) the Term Loan Agreement, (C) the ▇▇▇▇▇ Fargo Term Loan Agreement, (D) any other agreement (A) evidencing Unsecured Indebtedness that in addition to the Borrower, any other Term Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (Bthe ▇▇▇▇▇ Fargo Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a), provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and business. (iiip) with respect The Credit Agreement is hereby further amended by restating 9.4(b) in its entirety to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.read as follows:

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to the preceding clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Revolving Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan DocumentsDocument, (ii) with respect to clause (d), customary provisions restricting assignment of any lease or other agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and business, (iii) with respect to the preceding clauses (a), (c) through and (d), which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture entered into in the case ordinary course of a Subsidiary that is not a Wholly Owned Subsidiarybusiness, limitations arising after the date hereof and (iv) with respect to clause (d), customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisassets subject thereto.

Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than than: (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (x) any Loan Document Document, (y) the Existing Credit Agreement or in (z) any other agreement (A) evidencing Unsecured Indebtedness that is not Secured Indebtedness which the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in the Loan Documents, this Agreement; (ii) with respect to clause (d), (x) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, and (y) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale to the extent that such sale is permitted under this Agreement and the restrictions apply only to the Subsidiary or the assets that are the subject of such sale; and (iii) with respect to clauses (a) through clause (d), those encumbrances or restrictions contained in the case of an agreement (x) evidencing Indebtedness which a Subsidiary that may create, incur, assume, or permit or suffer to exist under this Agreement and (y) which Indebtedness is not secured by a Wholly Owned SubsidiaryLien on the assets of such Subsidiary permitted to exist under the Loan Documents, limitations arising after the date hereof so long as such encumbrances and restrictions apply only to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair Subsidiary and reasonable terms and on an arm’s length basissuch Subsidiary has no material assets other than those encumbered by such Lien.

Restrictions on Intercompany Transfers. The Borrower Company shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company (other than an Excluded Subsidiary or an Excluded Foreign Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower Company or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower Company or any other Subsidiary; (c) make loans or advances to the Borrower Company or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower Company or any other Subsidiary; other than than: (i) with respect to clauses (a) through – (d), those encumbrances or restrictions (A) contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the BorrowerDocument, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) constituting Permitted Sale Restrictions, (C) those encumbrances or restrictions contained in any agreement that evidences Unsecured Indebtedness containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such those contained in the Loan Documents (as determined in good faith by the Company), (D) relating to Indebtedness secured by a Lien on assets that is not otherwise prohibited under Sections 10.2.(a), (c)(i) or (c)(ii); provided that the encumbrances and restrictions set forth apply only to the Subsidiary or the assets that are the subject of such Lien, (E) contained in the Loan Documentsorganizational documents or other agreements binding on or applicable to any Excluded Subsidiary, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party Excluded Foreign Subsidiary or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof Subsidiary (but only to the effect that extent such encumbrance or restriction covers any direct or indirect Equity Interest in such dividends, distributions, loans, advances Subsidiary or transfers the property or assets of property must be on fair and reasonable terms and on an arm’s length basis.such Subsidiary),

Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (including the Tau Credit Facility) or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (iii3) with respect customary restrictions on transfer contained in leases applicable only to clauses the property subject to such lease, (a4) through (d)restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such dividendscase, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisthe restrictions apply only to the assets that are encumbered by such Lien.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provisions for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d)any provision of any Guaranty entered into by the Parent, those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the obligations and liabilities that are Guaranteed pursuant to the terms of such Guaranty, (y) clauses (i) and (iv) of this Section shall not apply to any applicable prohibitions contained in an agreement evidencing any Secured Indebtedness of a Borrower or a Guarantor, (z) clause (iv) of this Section shall not apply to restrictions on the transfer of Equity Interests in a joint venture to which the Borrower or any Subsidiary is a party, to the extent such prohibition is contained in the ordinary course organizational documents of such joint venture (A) on the Effective Date or (B) entered into or amended as a condition to the negotiated arms-length business and (iii) arrangement with respect to clauses (a) through (d)the un-Affiliated holder of an Equity Interest in such joint venture in connection with the disposition of an asset in a transaction not otherwise prohibited by this Agreement, in each case, as the case same may be (1) without the consent of a Subsidiary that is not any Borrower or a Wholly Owned Subsidiary, limitations arising after (2) in connection with the date hereof Refinancing of Indebtedness permitted pursuant to Section 9.14 or (3) as otherwise approved by the effect Requisite Lenders and (aa) this Section shall not apply to any applicable prohibitions contained in (1) any Loan Document, (2) the First Lien Documents, (3) the PM Gallery Loan Modification Documents, (4) the Woodland Mall Secured Loan Modification Documents, or (5) any other agreement that any such dividends, distributions, loans, advances or transfers of property must be evidences Indebtedness which contains prohibitions on fair and reasonable terms and on an arm’s length basisthe actions described above that are not more restrictive than those prohibitions contained in the Loan Documents.

Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) the Existing Credit Agreement, (C) the Existing Term Loan Agreement, (D) any other agreement (A) evidencing Unsecured Indebtedness that in addition to the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Existing Credit Agreement and (Bthe Existing Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or Unconsolidated Affiliate), or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a), provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary) toSubsidiary holding title assets subject to Secured Indebtedness pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents or, (ii) with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in as permitted by the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (iiy) with respect to clause (d), customary provisions 92 restricting assignment of any agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d) those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2.(a)(i), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Revolving Credit Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provisions for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d)any provision of any Guaranty entered into by the Parent, those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the obligations and liabilities that are Guaranteed pursuant to the terms of such Guaranty, (y) clauses (i) and (iv) of this Section shall not apply to any applicable prohibitions contained in an agreement evidencing any Secured Indebtedness of a Borrower or a Guarantor, (z) clause (iv) of this Section shall not apply to restrictions on the transfer of Equity Interests in a joint venture to which the Borrower or any Subsidiary is a party, to the extent such prohibition is contained in the ordinary course organizational documents of such joint venture (A) on the Effective Date or (B) entered into or amended as a condition to the negotiated arms-length business and (iii) arrangement with respect to clauses (a) through (d)the un-Affiliated holder of an Equity Interest in such joint venture in connection with the disposition of an asset in a transaction not otherwise prohibited by this Agreement, in each case, as the case same may be amended or modified (1) without the consent of a Subsidiary that is not any Borrower or a Wholly Owned Subsidiary, limitations arising after (2) in connection with the date hereof Refinancing of Indebtedness permitted pursuant to Section 9.14 or (3) as otherwise approved by the effect Requisite Lenders and (aa) this Section shall not apply to any applicable prohibitions contained in (1) any Loan Document, (2) the First Lien Documents, (3) the PM Gallery Loan Modification Documents, (4) the Woodland Mall Secured Loan Modification Documents, or (5) any other agreement that any such dividends, distributions, loans, advances or transfers of property must be evidences Indebtedness which contains prohibitions on fair and reasonable terms and on an arm’s length basisthe actions described above that are not more restrictive than those prohibitions contained in the Loan Documents.

Restrictions on Intercompany Transfers. The Borrower Company shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company (other than an Excluded Subsidiary or a Foreign Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower Company or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower Company or any other Subsidiary; (c) make loans or advances to the Borrower Company or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower Company or any other Subsidiary; other than than: (i) with respect to clauses (a) through – (d), those encumbrances or restrictions (A) contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the BorrowerDocument, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) constituting Permitted Sale Restrictions, (C) contained in any agreement that evidences Unsecured Indebtedness containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such those contained in the Loan Documents (as determined in good faith by the Company), (D) relating to Indebtedness secured by a Lien on assets that is not otherwise prohibited under Sections 9.2.(a), (c)(i) or (c)(ii); provided that the encumbrances and restrictions set forth apply only to the Subsidiary or the assets that are the subject of such Lien, (E) contained in the Loan Documentsorganizational documents or other agreements binding on or applicable to any Excluded Subsidiary, Foreign Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any direct or indirect Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (F) imposed by Applicable Law, (G) contained in an agreement that governs an Investment in, or other agreement binding on, an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any direct or indirect Equity Interest in such Unconsolidated Affiliate), (H) other than in respect of any Eligible Property Subsidiary, Permitted JV/Mortgage Restrictions or (I) Permitted Transfer Restrictions, and (ii) with respect to clause clauses (a) and (d), customary provisions restricting assignment of any agreement agreement, lease, license, permit or other contract entered into by the Borrower, any other Loan Party Company or any Subsidiary of their Subsidiaries in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary) toSubsidiary holding title assets subject to Secured Indebtedness pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents or, (ii) with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in as permitted by the Loan Documents; provided that in any such case, the restrictions apply only to DB1/ 113000430.10 the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (iiy) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. The Borrower Holdings shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) of Holdings to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Holdings to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower Parent or any Subsidiary; (b) pay any Indebtedness owed to the Borrower Holdings or any Subsidiary; (c) make loans or advances to the Borrower Holdings or any Subsidiary; or (d) transfer any of its property or assets to the Borrower Holdings or any SubsidiarySubsidiary of Holdings; other than (i) with respect to clauses (a) through (d), ) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured unsecured Indebtedness that the Borrower, any other Loan Party Holdings or any other Subsidiary of Holdings may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing to the extent such encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that unsecured Indebtedness, taken as a whole, are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in the Loan Documentsthis Agreement, taken as a whole, and (C) any Permitted Junior Debt, and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the BorrowerParent, any other Loan Party or any Subsidiary of Holdings in the ordinary course of business and or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (d), the sale of a Subsidiary of Holdings or assets pending such sale; provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiarythis clause (B), limitations arising after the date hereof restrictions apply only to the effect Subsidiary or the assets that are the subject of such sale. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by Parent, any Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Parent, other Loan Party or any other Subsidiary to payment from such dividends, distributions, loans, advances or transfers Subsidiary to the payment in full of property must be on fair and reasonable terms and on an arm’s length basissuch Indebtedness.