Common use of Restrictions on Liens, Etc Clause in Contracts

Restrictions on Liens, Etc. The REIT and the Borrowers will not, and will not permit any of their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention agreement, device or arrangement; (d) suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse other than in the ordinary course of business; or (f) incur or maintain any obligation to any holder of Indebtedness of the REIT or any Borrower or any of their respective Subsidiaries which prohibits the creation or maintenance of any lien securing the Obligations (or requires in any circumstance or upon any contingency that any lien securing the Obligations be shared with such holder, on an "equal and ratable" basis or otherwise); PROVIDED that the REIT, any Borrower and any Subsidiary may create or incur or suffer to be created or incurred or to exist, with the consent of the Administrative Agent: (i) liens in favor of any Borrower on all or part of the assets of its Subsidiaries securing Indebtedness owing by such Subsidiaries to such Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations which (A) are not yet due and payable or (B) are not yet required to be paid under Section 7.8; (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other Social Security obligations; (iv) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 8.1(d) PROVIDED that the aggregate amount secured by such liens at no time shall exceed $10,000,000; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the REIT, any Borrower or any of their respective subsidiaries is a party and other minor liens or encumbrances, none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the REIT, the Borrowers and their respective Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the REIT, the Borrowers and their respective Subsidiaries on a consolidated basis; (vi) liens on Real Estate (other than the Borrowing Base Properties) and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f) (including cross-collateralization permitted under Section 8.11) and prohibitions imposed by the holders of Non-recourse Indebtedness permitted by Section 8.1(f) on liens and encumbrances on Real Estate and Short-term Investments subject to such Non-recourse Indebtedness; (vii) Capitalized Leases and purchase money security interests permitted by Section 8.1(h); (viii) liens in favor of the Administrative Agent and the Lenders under the Loan Documents; (ix) leases of Borrowing Base Property and other Real Estate in the ordinary course of business; (x) options and rights of first refusal on Real Estate other than Borrowing Base Property and options and rights of first refusal on Borrowing Base Property written notice of which has been provided to the Administrative Agent; (xi) other liens on Borrowing Base Property existing on the Initial Closing Date and listed on SCHEDULE 8.2 hereto; (xii) covenants in Section 2.4 of each of the MTN Supplemental Indentures restricting the incurrence of secured debt by ▇▇▇▇▇▇▇ OP and its Subsidiaries; (xiii) covenants in Article 8 of the PMCC Loan Agreement and other documents governing Indebtedness permitted by Section 8.1(f) restricting pledges and other transfers of Equity Interests in the REIT and its Subsidiaries; (xiv) the pledge securing the REIT Notes effected by the REIT Pledge Agreement; and (xv) other liens on properties other than the Borrowing Base Property that are not otherwise permitted by this Section 8.2 and that secure Indebtedness which in the aggregate does not exceed at any time $5,000,000 in principal amount outstanding.

Restrictions on Liens, Etc. The REIT and the Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors, subject to Borrower's rights pursuant to Section 7.8; (e) sell, assign, pledge or otherwise transfer encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse other than in the ordinary course of businessrecourse; or (f) incur or maintain any obligation to any holder of Indebtedness of the REIT or any Borrower or any of their respective Subsidiaries such Subsidiary which prohibits the creation or maintenance of any lien securing the Obligations (or requires in any circumstance or upon any contingency that any lien securing the Obligations be shared with such holder, on an collectively "equal and ratable" basis or otherwiseLiens"); PROVIDED that the REIT, any Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist, with the consent of the Administrative Agent: (i) liens in favor of any Borrower on all or part of the assets of its Subsidiaries securing Indebtedness owing by such Subsidiaries to such Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations which (A) are not yet due and payable or (B) are not yet required to be paid under Section 7.8overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other Social Security obligations; (ivii) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 8.1(d) PROVIDED that the aggregate amount secured by such liens at no time shall exceed $10,000,000;); 57 (viii) encumbrances on Real Estate properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title theretoproperty, landlord's or lessor's liens under leases to which the REIT, any Borrower or any Subsidiary of their respective subsidiaries the Borrower is a party party, and other minor non-monetary liens or encumbrances, encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the REIT, the Borrowers and their respective Borrower or its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the REIT, Borrower individually or of the Borrowers Borrower and their respective its Subsidiaries on a consolidated basis; (viiv) liens on Real Estate (other than the Borrowing Base Properties) and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f) (including cross-collateralization permitted under Section 8.11) and prohibitions imposed by the holders of Non-recourse Indebtedness permitted by Section 8.1(f) on liens and encumbrances on Real Estate and Short-term Investments subject to such Non-recourse Indebtedness; (viiother than the Unencumbered Borrowing Base Properties or any interest therein, including the rents and profits therefrom) Capitalized Leases and purchase money security interests securing Indebtedness permitted by Section 8.1(g) or Section 8.1(h);; and (viiiv) liens in favor of the Administrative Agent and the Lenders under Banks as security for the Loan Documents; (ix) leases of Borrowing Base Property and other Real Estate in the ordinary course of business; (x) options and rights of first refusal on Real Estate other than Borrowing Base Property and options and rights of first refusal on Borrowing Base Property written notice of which has been provided Obligations. Notwithstanding anything herein to the Administrative Agent; (xi) other liens contrary, Borrower shall not create or incur or suffer to be created or incurred any Lien on Borrowing Base Property existing on the Initial Closing Date and listed on SCHEDULE 8.2 hereto; (xii) covenants any direct or indirect interest of Borrower in Section 2.4 any of each of the MTN Supplemental Indentures restricting the incurrence of secured debt by ▇▇▇▇▇▇▇ OP and its Subsidiaries; (xiii) covenants in Article 8 of the PMCC Loan Agreement and other documents governing Indebtedness permitted by Section 8.1(f) restricting pledges and other transfers of Equity Interests in the REIT and its Subsidiaries; (xiv) the pledge securing the REIT Notes effected by the REIT Pledge Agreement; and (xv) other liens on properties other than the Borrowing Base Property that are not otherwise permitted by this Section 8.2 and that secure Indebtedness which in the aggregate does not exceed at any time $5,000,000 in principal amount outstanding.

Restrictions on Liens, Etc. The REIT and Each of the Borrowers Parties will not, and will not permit any of their its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness Indebted- ness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse other than in the ordinary course of businessrecourse; or (f) incur or maintain any obligation to any holder of Indebtedness provided that each of the REIT or any Borrower or any of their respective Subsidiaries which prohibits the creation or maintenance of any lien securing the Obligations (or requires in any circumstance or upon any contingency that any lien securing the Obligations be shared with such holder, on an "equal and ratable" basis or otherwise); PROVIDED that the REIT, any Borrower Parties and any Subsidiary of any of the Parties may create or incur or suffer to be created or incurred or to exist, with the consent of the Administrative Agent: (i) liens in favor of any Borrower of the Parties, on all or part of the assets of its their respective Subsidiaries securing Indebtedness owing by such Subsidiaries to such Borrowerany of the Parties, or by any of Westcliff, Horizon, HPC or MAXXAM to the Borrower or to the LP on account of the On-Loans; (ii) liens on properties other than the Mortgaged Property to secure taxes, assessments and other governmental government charges or claims for labor, material or supplies in respect of obligations which (A) are not yet due and payable or (B) are not yet required to be paid under Section 7.8overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workers' workmen's compensation, unemployment insurance, old age pensions or other Social Security social security obligations; (iv) liens on properties other than the Mortgaged Property in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 8.1(d) PROVIDED that the aggregate amount secured by such liens at no time shall exceed $10,000,0008.1(iv); (v) liens of carriers, warehousemen, mechanics and materialmen and other like liens and liens imposed by law, created in the ordinary course of business, for amounts not yet due or which are being contested in good faith by appropriate proceedings in accordance with applicable law and as to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (vi) pledges or deposits made in connection with workmen's compensation, employee benefit plans, unemployment or other insurance, old age pensions, or other Social Security benefits; (vii) encumbrances on Real Estate properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the REIT, any Borrower or any of their respective subsidiaries the Parties is a party party, and other minor liens or encumbrances, encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of each of the REIT, the Borrowers and their respective SubsidiariesParties, which defects do not individually or in the aggregate have a materially adverse effect on the business of any of the REITParties, the Borrowers and or any of their respective Subsidiaries on a consolidated basis. (viii) presently outstanding liens listed on Schedule 8.2 hereto; (viix) liens on Real Estate (other than the Borrowing Base Properties) and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f) (including cross-collateralization permitted under Section 8.11) and prohibitions imposed by the holders of Non-recourse Indebtedness permitted by Section 8.1(f) on liens and encumbrances on Real Estate and Short-term Investments subject to such Non-recourse Indebtedness; (vii) Capitalized Leases and purchase money security interests permitted by Section 8.1(h)in or purchase money mortgages not exceeding $500,000 on real or personal property acquired after the date hereof to secure purchase money indebtedness incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (viiix) liens in favor of the Administrative Agent and the Lenders Bank under the Loan Documents; (ix) leases of Borrowing Base Property and other Real Estate in the ordinary course of business; (x) options and rights of first refusal on Real Estate other than Borrowing Base Property and options and rights of first refusal on Borrowing Base Property written notice of which has been provided to the Administrative Agent; (xi) other liens on Borrowing Base Property existing on and encumbrances expressly permitted under the Initial Closing Date and listed on SCHEDULE 8.2 hereto;terms of the Security Documents; and (xii) covenants in Section 2.4 of each of the MTN Supplemental Indentures restricting the incurrence of secured debt by ▇▇▇▇▇▇▇ OP other liens and its Subsidiaries; (xiii) covenants in Article 8 of the PMCC Loan Agreement and other documents governing Indebtedness permitted by Section 8.1(f) restricting pledges and other transfers of Equity Interests in the REIT and its Subsidiaries; (xiv) the pledge securing the REIT Notes effected encumbrances approved or previously approved by the REIT Pledge Agreement; and (xv) other liens on properties other than the Borrowing Base Property that are not otherwise permitted by this Section 8.2 Bank in its sole and that secure Indebtedness which in the aggregate does not exceed at any time $5,000,000 in principal amount outstandingabsolute discretion.

Restrictions on Liens, Etc. The REIT and the Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse other than in the ordinary course of business; or (f) incur or maintain any obligation to any holder of Indebtedness of the REIT or any Borrower or any of their respective Subsidiaries which prohibits the creation or maintenance of any lien securing the Obligations (or requires in any circumstance or upon any contingency that any lien securing the Obligations be shared with such holder, on an collectively "equal and ratable" basis or otherwiseLiens"); PROVIDED that that, the REIT, any Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist, with the consent of the Administrative Agent: (i) liens in favor of any the Borrower on all or part of the assets of its Subsidiaries of the Borrower securing Indebtedness owing by such Subsidiaries of the Borrower to such the Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations which (A) are not yet due and payable or (B) are not yet required to be paid under Section 7.8overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other Social Security obligations; (iv) liens on properties in respect of judgments judgments, awards or awardsindebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) PROVIDED that the aggregate amount secured by such liens at no time shall exceed $10,000,000or Section 8.1(f); (viv) encumbrances on Real Estate properties consisting of leases entered into in the ordinary conduct of the business of the Borrower and its Subsidiaries, easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the REIT, any Borrower or any a Subsidiary of their respective subsidiaries the Borrower is a party party, and other minor liens or encumbrances, encumbrances none of which interferes materially with the use of the property affected effected in the ordinary conduct of the business of the REIT, the Borrowers Borrower and their respective its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the REIT, Borrower individually or of the Borrowers Borrower and their respective its Subsidiaries on a consolidated basis; (viv) liens on Real Estate (other than the Borrowing Base Properties) and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f) (including cross-collateralization permitted under Section 8.11) and prohibitions imposed by the holders of Non-recourse Indebtedness permitted by Section 8.1(f) on liens and encumbrances on Real Estate and Short-term Investments subject to such Non-recourse Indebtedness; (vii) Capitalized Leases and purchase money security interests permitted by Section 8.1(h); (viiivi) liens in favor of the Administrative Agent and the Lenders under the Loan Documents; (ix) leases of Borrowing Base Property and other Real Estate in the ordinary course of business; (x) options and rights of first refusal on Real Estate other than Borrowing Base Property and options and rights of first refusal on Borrowing Base Property written notice of which has been provided to the Administrative Agent; (xi) other liens on Borrowing Base Property existing on the Initial Closing Date and listed on SCHEDULE 8.2 hereto; (xii) covenants in Section 2.4 of each of the MTN Supplemental Indentures restricting the incurrence of secured debt by ▇▇▇▇▇▇▇ OP and its Subsidiaries; (xiii) covenants in Article 8 of the PMCC Loan Agreement and other documents governing Indebtedness permitted by Section 8.1(f) restricting pledges and other transfers of Equity Interests in the REIT and its Subsidiaries; (xiv) the pledge securing the REIT Notes effected by the REIT Pledge AgreementBanks; and (xvvii) other liens on properties other than securing the Borrowing Base Property that are not otherwise permitted by this Section 8.2 and that secure Indebtedness which in the aggregate does not exceed at any time $5,000,000 in principal amount outstandingPrudential Loan.

Restrictions on Liens, Etc. The REIT and the Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse other than in the ordinary course of business; or (f) incur or maintain any obligation to any holder of Indebtedness of the REIT or any Borrower or any of their respective Subsidiaries which prohibits the creation or maintenance of any lien securing the Obligations (or requires in any circumstance or upon any contingency that any lien securing the Obligations be shared with such holder, on an "equal and ratable" basis or otherwise); PROVIDED that the REIT, any Borrower and any Subsidiary may create or incur or suffer to be created or incurred or to exist, with the consent of the Administrative Agent:general (i) liens in favor of any Borrower on all or part of the assets of its Subsidiaries securing Indebtedness owing by such Subsidiaries to such Borrower; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations which (A) are not yet due and payable or (B) are not yet required to be paid under Section 7.8overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other Social Security obligations; (ivii) liens on properties in respect of judgments judgments, awards or awardsindebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) PROVIDED that the aggregate amount secured by such liens at no time shall exceed $10,000,000or Section 8.1(g); (viii) encumbrances on Real Estate properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title theretoproperty, landlord's or lessor's liens under leases to which the REIT, any Borrower or any Subsidiary of their respective subsidiaries the Borrower is a party party, and other minor non-monetary liens or encumbrances, encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the REIT, the Borrowers and their respective Borrower or its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the REIT, Borrower individually or of the Borrowers Borrower and their respective its Subsidiaries on a consolidated basis; (viiv) liens on Real Estate (other than the Borrowing Base Properties) and Short-term Investments securing Non-recourse Indebtedness permitted by Section 8.1(f) (including cross-collateralization permitted under Section 8.11) and prohibitions imposed by the holders of Non-recourse Indebtedness permitted by Section 8.1(f) on liens and encumbrances on Real Estate and Short-term Investments subject to such Non-recourse Indebtedness; (vii) Capitalized Leases and purchase money security interests securing Indebtedness permitted by Section 8.1(g) or Section 8.1(h);; and (viiiv) liens in favor of the Administrative Agent and the Lenders under Banks as security for the Loan Documents; (ix) leases of Borrowing Base Property and other Real Estate in the ordinary course of business; (x) options and rights of first refusal on Real Estate other than Borrowing Base Property and options and rights of first refusal on Borrowing Base Property written notice of which has been provided to the Administrative Agent; (xi) other liens on Borrowing Base Property existing on the Initial Closing Date and listed on SCHEDULE 8.2 hereto; (xii) covenants in Section 2.4 of each of the MTN Supplemental Indentures restricting the incurrence of secured debt by ▇▇▇▇▇▇▇ OP and its Subsidiaries; (xiii) covenants in Article 8 of the PMCC Loan Agreement and other documents governing Indebtedness permitted by Section 8.1(f) restricting pledges and other transfers of Equity Interests in the REIT and its Subsidiaries; (xiv) the pledge securing the REIT Notes effected by the REIT Pledge Agreement; and (xv) other liens on properties other than the Borrowing Base Property that are not otherwise permitted by this Section 8.2 and that secure Indebtedness which in the aggregate does not exceed at any time $5,000,000 in principal amount outstandingObligations.