Common use of Certain Liens Clause in Contracts

Certain Liens. Neither the Loan Party, GGP, Inc. nor any of their respective Affiliates controlled by them, respectively, will encumber with any Lien any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest in any corporation, partnership, joint venture, limited liability company, trust or other entity that (i) owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with respect to any of the encumbrances existing on the date hereof set forth in Schedule 10.12 hereto; and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such corporation, partnership, joint venture, limited liability company, trust or other entity which owns Property with respect to which (A) the Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money related to such Property, in the aggregate, after giving effect to such encumbrance, is not greater than sixty-five percent (65%), and (B) the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdings.

Certain Liens. Neither None of the Loan Party, GGP, Inc. Company nor any of their respective Affiliates controlled by themits subsidiaries will create, respectively, will encumber with assume or suffer to exist any Lien on any stockasset now owned or hereafter acquired by it, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest in any corporation, partnership, joint venture, limited liability company, trust or other entity that than: (ia) owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with respect to any of the encumbrances Liens existing on the date hereof set forth of this Agreement securing Existing Debt; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet past due or that are being contested in Schedule 10.12 hereto; good faith and provided further that by appropriate proceedings if adequate reserves with respect thereto are maintained on the prohibition set forth books of the Company in this subsection accordance with generally accepted accounting principles; (ic) shall not apply as to any such corporationCarriers', partnershipwarehousemen's, joint venturemechanics', limited liability companymaterialmen's, trust repairmen's or other entity which owns Property with respect like non-consensual Liens arising in the ordinary course of business that are not delinquent or that are being contested in good faith and by appropriate proceedings; (d) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) Deposits to which secure the performance of bids, trade contracts (Aother than for Debt), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money related to such Propertyordinary course of business, and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material (in amount or in kind) and that do not materially detract from the value of the property subject thereto, or interfere with the ordinary conduct of the business of the Company or any of its subsidiaries; (g) Liens on property of any corporation that becomes a subsidiary of the Company after giving effect to the date of this Agreement, provided that such encumbrance, is not greater than sixty-five percent (65%)Liens are in -------- existence at the time such corporation becomes such subsidiary, and were not created in anticipation thereof; and (h) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase or other financing, construction or otherwise) by the Company or any of its subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition, and was not created in anticipation thereof, or (B) was created solely for the Loan-to-Value Ratio as purpose of securing Debt representing or incurred to that portion finance the cost of such Secured Indebtedness which is secured by property, provided that no -------- such a Lien encumbering shall extend to or cover any stock, partnership interest, joint venture interest, membership interest, beneficial interest, property of the Company or such subsidiaries other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan property acquired and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdingsimprovements thereof.

Certain Liens. Neither None of the Loan PartyCompany, the Partnership or GGP, Inc. ------------- nor any of their respective Affiliates controlled by them, respectively, will encumber with any Lien any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest in any corporation, partnership, joint venture, limited liability company, trust or other entity that (i) owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, -------- however, that the foregoing prohibition shall not apply with respect to any of ------- the encumbrances existing on the date hereof set forth in Schedule 10.12 10.13 -------------- hereto; and provided further further; that the prohibition set forth in this ---------------- subsection (i) shall not apply as to any such corporation, partnership, joint venture, limited liability company, trust or other entity which owns Property with respect to which (A) the Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money related to such Property, in the aggregate, after giving effect to such encumbrance, is not greater than sixty-five percent (65%), ) and (B) the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, interest or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this -------- ------- subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth ---------------- in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(sholders(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdings.

Certain Liens. Neither None of the Loan PartyBorrower, GGP, Inc. nor or any of their respective the ------------- Affiliates which are controlled by them, respectively, will encumber with any Lien any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest in any corporation, partnership, joint venture, limited liability company, trust or other entity that (i) owns any of the respective Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall --------- ------- not apply with respect to any of the encumbrances existing on the date hereof set forth in Schedule 10.12 hereto; and provided further further; that the -------------- ---------------- prohibition set forth in this subsection (i) shall not apply as to any such -------------- corporation, partnership, joint venture, limited liability company, trust or other entity which owns Property with respect to which (A) the Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money related to such Property, in the aggregate, after giving effect to such encumbrance, is not greater than sixty-five percent (65%), ) and (B) the Loan-to-Value Ratio ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, interest or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in -------- ------- this subsection (i) shall not apply as to any such encumbrance granted -------------- to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further -------- ------- that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(sholders(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdings.".

Certain Liens. Neither the Loan PartyReliant Energy will not, GGP, Inc. nor and will not permit any of their respective Affiliates controlled by themits Significant Subsidiaries to, respectivelypledge, will encumber with any mortgage, hypothecate or grant a Lien any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest in any corporation, partnership, joint venture, limited liability company, trust or other entity that (i) owns any of the Propertyupon, or (ii) is a direct permit any mortgage, pledge, security interes▇ ▇▇ ▇▇▇▇▇ ▇ien upon, the Capital Stock of any Significant Subsidiary of Reliant Energy now or indirect shareholder, partner, joint venturer, member, beneficiary hereafter owned directly or other type of equity holder in any entity described in clause (i) aboveindirectly by Reliant Energy; provided, however, that this restriction shall neither apply to nor prevent the foregoing prohibition shall not apply with respect creation or existence of: (i) any existing Liens or Liens arising under the Security Documents or any Permitted Facility; (ii) any Lien upon any such Capital Stock (or the Capital Stock of a holding company formed to any acquire or hold such stock) created at the time of the encumbrances acquisition thereof or within one year after such time to secure all or a portion of the purchase price for such Capital Stock; (iii) any Lien upon any such Capital Stock (or the Capital Stock of a holding company formed to acquire or hold such stock) existing thereon (A) at the time of the acquisition thereof or (B) at the time at which such Subsidiary first becomes a Significant Subsidiary, so long as such Lien was in existence prior to such time in accordance with the provisions of this Agreement and was not incurred in contemplation of such change of status; (iv) any Lien upon any such Capital Stock of any Subsidiary of Resources existing on the date hereof set forth Closing Date or permitted to exist pursuant to any indenture, loan agreement or other agreement to which Resources or any of its Subsidiaries is a party; (v) any Lien upon any such Capital Stock that is sold, transferred or otherwise disposed of pursuant to and in Schedule 10.12 heretoaccordance with Section 8.4(c); (vi) any Permitted Lien upon any such Capital Stock; and provided further that the prohibition set forth in this subsection or (vii) any extension, renewal or refunding of any Lien permitted by clause (i), (ii), (iii), (iv), (v) shall not apply as or (vi) above on the same Capital Stock (or the Capital Stock of a holding company formed to acquire or hold such stock) previously subject thereto; provided that no extension, renewal or refunding of any such corporation, partnership, joint venture, limited liability company, trust or other entity which owns Property with respect to which (A) Lien shall increase the Loan-to-Value Ratio as to all Secured principal amount of any Indebtedness for borrowed money related secured thereby immediately prior to such Propertyextension, in the aggregaterenewal or refunding, after giving effect to unless such encumbrance, Indebtedness is not greater than sixty-five percent (65%permitted by Section 8.3(b) or Section 8.4(b), and (B) the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdings.

Certain Liens. Neither the Loan PartyReliant Energy will not, GGP, Inc. nor and will not permit any of their respective Affiliates controlled by themits Significant Subsidiaries to, respectivelypledge, will encumber with mortgage, hypothecate or ▇▇▇▇▇ ▇ ▇▇▇▇ upon, or permit any Lien any stockmortgage, partnership interestpledge, joint venture interest, membership interest, beneficial security interest or other equity interest in Lien upon, the Capital Stock of any corporation, partnership, joint venture, limited liability company, trust Significant Subsidiary of Reliant Energy now or other entity that (i) owns any of the Property, hereafter owned directly or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) aboveindirectly by Reliant Energy; provided, however, that this restriction shall neither apply to nor prevent the foregoing prohibition shall not apply with respect creation or existence of: (i) any existing Liens or Liens arising under the Security Documents or any Permitted Facility; (ii) any Lien upon any such Capital Stock (or the Capital Stock of a holding company formed to any acquire or hold such stock) created at the time of the encumbrances acquisition thereof or within one year after such time to secure all or a portion of the purchase price for such Capital Stock; (iii) any Lien upon any such Capital Stock (or the Capital Stock of a holding company formed to acquire or hold such stock) existing thereon (A) at the time of the acquisition thereof or (B) at the time at which such Subsidiary first becomes a Significant Subsidiary, so long as such Lien was in existence prior to such time in accordance with the provisions of this Agreement and was not incurred in contemplation of such change of status; (iv) any Lien upon any such Capital Stock of any Subsidiary of Resources existing on the date hereof set forth Closing Date or permitted to exist pursuant to any indenture, loan agreement or other agreement to which Resources or any of its Subsidiaries is a party; (v) any Lien upon any such Capital Stock that is sold, transferred or otherwise disposed of pursuant to and in Schedule 10.12 heretoaccordance with Section 8.4(c); (vi) any Permitted Lien upon any such Capital Stock; and provided further that the prohibition set forth in this subsection or (vii) any extension, renewal or refunding of any Lien permitted by clause (i), (ii), (iii), (iv), (v) shall not apply as or (vi) above on the same Capital Stock (or the Capital Stock of a holding company formed to acquire or hold such stock) previously subject thereto; provided that no extension, renewal or refunding of any such corporation, partnership, joint venture, limited liability company, trust or other entity which owns Property with respect to which (A) Lien shall increase the Loan-to-Value Ratio as to all Secured principal amount of any Indebtedness for borrowed money related secured thereby immediately prior to such Propertyextension, in the aggregaterenewal or refunding, after giving effect to unless such encumbrance, Indebtedness is not greater than sixty-five percent (65%permitted by Section 8.3(b) or Section 8.4(b), and (B) the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdings.

Certain Liens. Neither None of the Loan PartyBorrower, GGP, Inc. nor or any of their respective the Affiliates which are controlled by them, respectively, will encumber with any Lien any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest in any corporation, partnership, joint venture, limited liability company, trust or other entity that (i) owns any of the respective Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with respect to any of the encumbrances existing on the date hereof set forth in Schedule 10.12 hereto; and provided further further; that the prohibition set forth in this subsection (i) shall not apply as to any such corporation, partnership, joint venture, limited liability company, trust or other entity which owns Property with respect to which (A) the Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money related to such Property, in the aggregate, before giving effect to such encumbrance, is not greater than fifty percent (50%), and, after giving effect to such encumbrance, is not greater than sixty-five percent (65%), and (B) the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(sholders(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdings.

Certain Liens. Neither the Loan PartyBorrower, GGP, Inc. nor any of their respective Affiliates controlled by them, respectively, will encumber with any Lien any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest in any corporation, partnership, joint venture, limited liability company, trust or other entity that (i) owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with respect to any of the encumbrances existing on the date hereof set forth in Schedule 10.12 hereto; and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such corporation, partnership, joint venture, limited liability company, trust or other entity which owns Property with respect to which (A) the Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money related to such Property, in the aggregate, before giving effect to such encumbrance, is not greater than fifty percent (50%), and, after giving effect to such encumbrance, is not greater than sixty-sixty- five percent (65%), and (B) the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdings.

Certain Liens. Neither the Loan PartyBorrower, GGP, Inc. nor any of ------------- their respective Affiliates controlled by them, respectively, will encumber with any Lien any stock, partnership interest, joint venture interest, membership interest, beneficial interest or other equity interest in any corporation, partnership, joint venture, limited liability company, trust or other entity that (i) owns any of the Property, or (ii) is a direct or indirect shareholder, partner, joint venturer, member, beneficiary or other type of equity holder in any entity described in clause (i) above; provided, however, that the foregoing prohibition shall not apply with -------- ------- respect to any of the encumbrances existing on the date hereof set forth in Schedule 10.12 hereto; and provided further further; that the prohibition set forth -------------- ---------------- in this subsection (i) shall not apply as to any such corporation, partnership, joint venture, limited liability company, trust or other entity which owns Property with respect to which (A) the Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money related to such Property, in the aggregate, after giving effect to such encumbrance, is not greater than sixty-five percent (65%), ) and (B) the Loan-to-Value Ratio as to that portion of such Secured Indebtedness which is secured by such a Lien encumbering any stock, partnership interest, joint venture interest, membership interest, beneficial interest, interest or other equity interest is not greater than fifteen percent (15%); and provided further that the prohibition set forth in this -------- ------- subsection (i) shall not apply as to any such encumbrance granted to secure Indebtedness related to any Property or asset of such corporation, partnership, joint venture, limited liability company, trust or other entity, if such encumbrance secures a construction loan and the Loan-to-Value Ratio with respect to all Secured Indebtedness relating to the construction in question does not exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio, but for the applicability of unusually onerous stamp, transfer or recording taxes and fees in connection with such encumbrance; and provided further that the prohibition set forth -------- ------- in this subsection (i) shall not apply as to any such encumbrance of equity interests in Minority Holdings in favor of the holder(sholders(s) of the remaining equity interests in such Minority Holdings to secure obligations under the applicable Organizational Documents of such Minority Holdings.