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 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, 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 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 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 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.".