Common use of No Other Liens Clause in Contracts

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note Documents.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the Pledgeeplacing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i) enter into or permit the Subordinate Lien is unconditionally subordinate to exist any arrangement or agreement (excluding the Secured Note Agreement this Deed of Trust and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, all Leases; (ii) permit if any Lien action (whether judicial or pursuant to exist on any a power of the Capital Stock of the related Issuing Entities (other than the Lien granted sale) shall be instituted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless payment of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) except as otherwise permitted in written notice of default under the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding Subordinate Lien and written notice of the Secured Note Agreement and the other Secured Note Documents) restricting the ability commencement of any Issuing Entity action (whether judicial or pursuant to pay a power of sale) to foreclose or make dividends or distributions in cash or kind to otherwise enforce the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (zv) restrictions and conditions arising neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Holder.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of Holder, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the Pledgeeplacing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Xxxxxx. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (hereinafter called “Subordinate Lien”) covering any of the Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien shall contain express covenants to the effect that: (i) enter into or permit the Subordinate Lien is unconditionally subordinate to exist any arrangement or agreement (excluding the Secured Note Agreement this Deed of Trust and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, all Leases; (ii) permit if any Lien action (whether judicial or pursuant to exist on any a power of the Capital Stock of the related Issuing Entities (other than the Lien granted sale) shall be instituted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (iii) Rents, if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless payment of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Lien; (iv) except as otherwise permitted in written notice of default under the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding Subordinate Lien and written notice of the Secured Note Agreement and the other Secured Note Documents) restricting the ability commencement of any Issuing Entity action (whether judicial or pursuant to pay a power of sale) to foreclose or make dividends or distributions in cash or kind to otherwise enforce the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (zv) restrictions and conditions arising neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Holder.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) createExcept for the Permitted Exceptions, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Mortgagor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeMortgagee, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, assuming Mortgagor will cause the same to be promptly discharged and released. Subject to the terms of the Oil and Gas Lease, Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Mortgagee. If Mortgagee consents to the voluntary grant by Mortgagor of any mortgage, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called “Subordinate Mortgage”) permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action shall be instituted to foreclose or otherwise dispose enforce the Subordinate Mortgage, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the Mortgagee of the Subordinate Mortgage, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action to foreclose or other payments of whatsoever nature to otherwise enforce the Pledgor, Subordinate Mortgage or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the Mortgagee of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor’s rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeHolder, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, assuming Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called “Subordinate Lien”) permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor’s rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Holder.

No Other Liens. Each Pledgor covenants Except for the Bank Mortgage and agrees that it shall not (i) createthe Permitted Exceptions, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Mortgagor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeMortgagee, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, assuming Mortgagor will cause the same to be promptly discharged and released. Subject to the terms of the Ground Lease, Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Mortgagee. If Mortgagee consents to the voluntary grant by Mortgagor of any mortgage, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called "Subordinate Mortgage") permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action shall be instituted to foreclose or otherwise dispose enforce the Subordinate Mortgage, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the Mortgagee of the Subordinate Mortgage, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action to foreclose or other payments of whatsoever nature to otherwise enforce the Pledgor, Subordinate Mortgage or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the Mortgagee of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Senior Collateral and Junior Priority Collateral be identical, except to the extent otherwise expressly set forth herein or to the extent not constituting Shared Collateral. The parties hereto further agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Senior Obligations, and (b) if any Junior Priority Representative or any Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations that are not also subject to the Liens securing all Senior Obligations under the Senior Priority Collateral Documents, such Junior Priority Representative or Junior Priority Debt Party (i) createshall notify the Designated Senior Representative promptly upon becoming aware thereof and, incurunless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, assume shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior Lien on such assets or permit property subject to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liensterms hereof) and (ii) take any action which would until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the effect benefit of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement each Senior Representative and the other Senior Secured Note Documents) which directly Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or indirectly prohibits such Pledgor remedy available to any Senior Representative or any other Senior Secured Party, each Junior Priority Representative agrees, for itself and on behalf of the related Issuing Entities from creatingother Junior Priority Debt Parties, assuming that any amounts received by or incurring distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted granted in the Secured Note Agreement, (ii) permit any Lien contravention of this Section 2.04 shall be subject to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder Sections 4.01 and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note Documents4.02.

No Other Liens. Each Pledgor covenants and agrees The parties hereto (including the Borrowers, on behalf of the Grantors) agree that it is their intention that the Senior Collateral and Junior Priority Collateral be identical, except to the extent otherwise expressly set forth herein. The parties hereto further agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Senior Obligations, and (b) if any Junior Priority Representative or any Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations that are not also subject to the Liens securing all Senior Obligations under the Senior Priority Collateral Documents, such Junior Priority Representative or Junior Priority Debt Party (i) createshall notify the Designated Senior Representative promptly upon becoming aware thereof and, incurunless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Obligations, assume shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior Lien on such assets or permit property subject to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liensterms hereof) and (ii) take any action which would until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the effect benefit of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement each Senior Representative and the other Senior Secured Note Documents) which directly Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or indirectly prohibits such Pledgor remedy available to any Senior Representative or any other Senior Secured Party, each Junior Priority Representative agrees, for itself and on behalf of the related Issuing Entities from creatingother Junior Priority Debt Parties, assuming that any amounts received by or incurring distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted granted in the Secured Note Agreement, (ii) permit any Lien contravention of this Section 2.04 shall be subject to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder Sections 4.01 and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note Documents4.02.

No Other Liens. Each Pledgor covenants and agrees The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Term Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL Obligations, and (b) if any Term Priority Representative or any Term Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Priority Debt Obligations that are not also subject to the Liens securing all ABL Obligations under the ABL Collateral Documents, such Term Priority Representative or Term Priority Debt Party (i) createshall notify the ABL Representative promptly upon becoming aware thereof and, incurunless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL Representative as security for the ABL Obligations, assume shall assign such Lien to the ABL Representative as security for all ABL Obligations for the benefit of the ABL Secured Parties (but may retain a Lien on such assets or permit property subject to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liensterms hereof) and (ii) take any action which would until such assignment or such grant of a similar Lien to the ABL Representative, shall be deemed to hold and have held such Lien for the effect of materially impairing the position or interests benefit of the Pledgee hereunder except to ABL Representative and the extent other ABL Secured Parties as security for the ABL Obligations; and (II) so long as the Discharge of Term Priority Debt Obligations has not prohibited by this Agreement. No Pledgor willoccurred, nor will it (a) none of the Grantors shall, or shall permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) Subsidiaries to, without grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the prior written consent Term Priority Debt Obligations, and (b) if the ABL Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Obligations that are not also subject to the PledgeeLiens securing all Term Priority Debt Obligations under the Term Collateral Documents, the ABL Representative or any ABL Secured Party (i) enter into shall notify the Designated Term Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or permit property to exist any arrangement the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or agreement property subject to the terms hereof) and (excluding ii) until such assignment or such grant of a similar Lien to the Secured Note Agreement Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Secured Note DocumentsTerm Priority Debt Parties as security for the Term Priority Debt Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, (I) which directly without limiting any other right or indirectly prohibits such Pledgor remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the related Issuing Entities from creatingother Term Priority Debt Parties, assuming that any amounts received by or incurring distributed to any Term Priority Debt Party pursuant to or as a result of any Lien upon such Pledgor’s propertiesgranted in contravention of this Section 2.04 shall be subject to Sections 4.01 and 4.02 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, revenues the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or assets whether now owned distributed to any ABL Secured Party pursuant to or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit a result of any Lien granted in contravention of this Section 2.04 shall be subject to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder Sections 4.01 and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note Documents4.02.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) Grantor will not, without the prior written consent of Holder, create, incur, assume place or permit to exist be created or placed, or through any Lien act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance on or charge, or conditional sale or other title retention document, against or covering the Collateral (Property, or any part thereof, other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have Encumbrances, regardless of whether the effect of materially impairing the position same are expressly or interests of the Pledgee hereunder except otherwise subordinate to the extent not prohibited by lien or security interest created in this Agreement. No Pledgor willCounty Deed of Trust, nor will it permit and should any of the related Issuing Entities foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (for so long as all including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or a portion of its related Capital Stock constitutes Collateral hereunder) tosimilar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of the PledgeeHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (ihereinafter called "Subordinate Lien") enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or covering any of the related Issuing Entities from creatingProperty or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, assuming or incurring any such Subordinate Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this County Deed of Trust and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or promptly after the occurrence of any such default or commencement; and (5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the prior written consent of Holder. Notwithstanding the foregoing, the lien of this County Deed of Trust shall be subordinate to the Pledgor lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the Arlington County Land Records either prior to or any Person owning or holding after the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leasesrecordation of this County Deed of Trust, permits, licensing agreements and shall have this County Deed of Trust and other contracts entered into by documents relating to the Pledgor or such Issuing Entity in County Loan subordinated to the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note DocumentsSenior Trust.

No Other Liens. Each Pledgor covenants and agrees that it Except as otherwise specifically provided herein or in the Loan Agreement, the Mortgagor shall not (i) create, incurconsent to, assume agree to, permit or permit suffer to exist any Lien mortgage, security interest, attachment, lis pendens, mechanic's or materialman's lien or other lien or encumbrance on upon or affecting the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position Mortgaged Property, whether superior or interests of the Pledgee hereunder except inferior to the extent lien of this Mortgage (including, without limitation, the filing of a notice of federal or state tax lien at any location at which by law such notice must be filed in order to be effective against the Mortgaged Property, whether or not prohibited such lien applies, by its terms, to the Mortgaged Property), except as granted in this AgreementMortgage and any other lien or security interest granted to the Mortgagee. No Pledgor willIf this Mortgage, nor will it permit by its terms, is now, or at any of time hereafter, subject or subordinate to a prior mortgage, the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) toMortgagor shall not, without the prior written consent of the PledgeeMortgagee, (i) enter into in each instance, which consent may be withheld in the Mortgagee's sole and absolute discretion, agree at any time to any waiver, revision, modification, amendment, indulgence, suspension or permit extension of or any addition to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creatingprovisions, assuming terms, conditions or incurring payments of such prior mortgage. The Mortgagor shall promptly pay and discharge any Lien upon such Pledgor’s properties, revenues or assets whether and all amounts which are now owned or hereafter acquired other than as become liens against the Mortgaged Property, except for such liens, if any, otherwise specifically permitted in pursuant to the Secured Note provisions of this Mortgage or the Loan Agreement, (ii) permit and in The covenants of this Section 9 shall survive any Lien to exist on any foreclosure of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock Mortgaged Property with respect to any such liens in existence as of the Issuing Entities, regardless date of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability transfer of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note Documentstitle.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Mortgagor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeMortgagee, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, assuming Mortgagor will cause the same to be promptly discharged and released. Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Mortgagee. If Mortgagee consents to the voluntary grant by Mortgagor of any mortgage, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called “Subordinate Lien”) permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the Mortgagee of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the Mortgagee of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor’s rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeAdministrative Lender, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Administrative Lender, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than Grantor will cause the same to be promptly discharged and released. Except as permitted may be otherwise provided in the Secured Note Credit Agreement, Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or other property forming a part of the Mortgaged Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Administrative Lender. If Administrative Lender consents to the voluntary grant by Grantor of any lien, security interest, or other encumbrance which is not otherwise permitted by the Credit Agreement (iihereinafter called "Subordinate Mortgage") permit any Lien to exist on covering any of the Capital Stock Mortgaged Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Mortgage, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Administrative Lender; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Administrative Lender may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Mortgage; (4) written notice of Default under the Subordinate Mortgage and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Mortgage or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Mortgaged Property shall be given to Administrative Lender with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such Default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the Secured Note Agreement and the other Secured Note Documents.prior written consent of Administrative Lender

No Other Liens. Each Pledgor covenants and agrees The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the Senior Obligations and the Junior Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Senior Obligations, and (b) if any Junior Priority Representative or any Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations that are not also subject to the Liens securing all Senior Obligations under the Senior Collateral Documents, such Junior Priority Representative or Junior Priority Debt Party (i) createshall notify the Designated Senior Representative promptly upon becoming aware thereof and, incurunless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, assume shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior Lien on such assets or permit property subject to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liensterms hereof) and (ii) take any action which would until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the effect benefit of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement each Senior Representative and the other Senior Secured Note Documents) which directly Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or indirectly prohibits such Pledgor remedy available to any Senior Representative or any other Senior Secured Party, each Junior Priority Representative agrees, for itself and on behalf of the related Issuing Entities from creatingother Junior Priority Debt Parties, assuming that any amounts received by or incurring distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted granted in the Secured Note Agreement, (ii) permit any Lien contravention of this Section 2.04 shall be subject to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder Sections 4.01 and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note Documents4.02.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeBeneficiary, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Exceptions, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Beneficiary, assuming Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Beneficiary. If Beneficiary consents to the voluntary grant by Grantor of any lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called “Subordinate Mortgage“) permit any Lien to exist on covering any of the Capital Stock Mortgaged Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Deed of Trust and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Mortgage, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Beneficiary; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Beneficiary may determine, prior to make loans, advances being applied to any indebtedness by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Mortgage or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Beneficiary with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantors’ rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Beneficiary.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeHolder, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, assuming Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called "Subordinate Lien") permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Deed of Trust and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Holder.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) createExcept for the Permitted Encumbrances, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Mortgagor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeMortgagee, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, assuming Mortgagor will cause the same to be promptly discharged and released. Subject to the terms of the Oil and Gas Lease, Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Mortgagee. If Mortgagee consents to the voluntary grant by Mortgagor of any mortgage, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called “Subordinate Mortgage”) permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action shall be instituted to foreclose or otherwise dispose enforce the Subordinate Mortgage, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the Mortgagee of the Subordinate Mortgage, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action to foreclose or other payments of whatsoever nature to otherwise enforce the Pledgor, Subordinate Mortgage or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the Mortgagee of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor’s rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) createExcept as otherwise permitted in the Credit Agreement, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeAgent, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Agent, assuming Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or incurring other property forming a part of the Mortgaged Property pursuant to a lease, license, security agreement, or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues or assets whether now owned or hereafter acquired other than as permitted without the prior written consent of Agent, except for equipment leases entered into in the Secured Note Agreementordinary course of Grantor's business. If Agent consents to the voluntary grant by Grantor of any lien, security interest, or other encumbrance (iihereinafter called "SUBORDINATE DEED OF TRUST") permit any Lien to exist on covering any of the Capital Stock Mortgaged Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Deed of Trust, any such Subordinate Deed of Trust shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Deed of Trust is unconditionally subordinate to this Deed of Trust and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Deed of Trust, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Agent; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Deed of Trust, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the secured indebtedness then due and expenses incurred in the ownership, operation, and maintenance of the Mortgaged Property in such order as provided in the Credit Agreement, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Deed of Trust; (4) written notice of default under the Subordinate Deed of Trust and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Deed of Trust or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Mortgaged Property shall be given to Agent with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Deed of Trust, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Agent.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Mortgagor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeMortgagee, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, assuming Mortgagor will cause the same to be promptly discharged and released. Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Mortgagee. If Mortgagee consents to the voluntary grant by Mortgagor of any mortgage, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called "Subordinate Lien") permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the Mortgagee of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the Mortgagee of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Secured Note Credit Agreement and the other Secured Note Loan Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Credit Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Credit Agreement or (iv) except as otherwise permitted in the Secured Note Credit Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Credit Agreement and the other Secured Note Loan Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Credit Agreement and the other Secured Note Loan Documents.

No Other Liens. Each Pledgor covenants and agrees that it Mortgagor shall not (i) createconsent, incuragree to, assume or permit any mortgage lien, or security interest upon or affecting the Security or any part thereof except (a) as granted or permitted in this Mortgage and any other lien or security interest granted to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) Mortgagee and (iib) take under any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee Personalty Leases (to the extent they are deemed to constitute financing agreements), subject to Mortgagor’s right to contest involuntary liens as hereinafter provided. Mortgagor will promptly pay and discharge any and all amounts which are now or hereafter become liens against the Pledgee is entitled hereunder Security whether or not superior to receive the lien hereof or to any assignment of rents and leases given to Mortgagee; provided, however, in the case of an involuntary lien Mortgagor may in good faith contest, at Mortgagor’s sole cost and expense, by proper legal proceedings, the validity or amount of any involuntary lien, on the condition that if such involuntary lien exceeds $100,000, Mortgagor first shall deposit with Mortgagee, as security for the payment of same)such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Mortgagor is ultimately required to pay such contested item, and on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien thereon created by the item being contested, to make loans, advances or other payments of whatsoever nature to be sold for the Pledgornonpayment thereof, or as shall permit an action, either of foreclosure or otherwise, to be commenced by the holder of any such lien. Mortgagor will not claim any credit on, or make transfers or distributions any deduction from the Indebtedness by reason of all or the payment of, any part lien. The covenants of its assets to this Section shall survive any foreclosure and sale of the Pledgor or Security and any Person owning or holding the Capital Stock conveyance thereof by deed in lieu of foreclosure with respect to any such Issuing Entity; liens in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by existence as of the Pledgor or such Issuing Entity in the ordinary course date of its business, (y) restrictions and conditions imposed by any laws, rules or regulations transfer of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note Documentstitle.

No Other Liens. Each Pledgor covenants and agrees The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the First Lien Collateral, Second Lien Collateral and Third Lien Collateral be identical, except to the extent set forth in Section 2.06. The parties hereto further agree that, so long as the Discharge of Priority Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Third Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Priority Obligations (however, the refusal or failure of any Priority Agent to accept such Lien will not prevent the Third Lien Collateral [Agent][Trustee] or the other Third Lien Parties from taking the Lien), and (b) if the Third Lien Collateral [Agent][Trustee] or any other Third Lien Party shall hold any Lien on any assets or property of any Grantor securing any Third Lien Obligations that are not also subject to the Liens securing all Priority Obligations under the Priority Collateral Documents, the Third Lien Collateral [Agent][Trustee] or Third Lien Party (i) createshall notify each Priority Agent promptly upon becoming aware thereof and, incurunless such Grantor shall promptly grant a similar Lien on such assets or property to each Priority Agent, assume for the benefit of the Priority Secured Parties, as security for the Priority Obligations, shall assign such Lien to each Priority Agent as security for the Priority Obligations for the benefit of the Priority Secured Parties (but may retain a junior Lien on such assets or permit property subject to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liensterms hereof) and (ii) take until such assignment or such grant of a similar Lien to each Priority Agent (however, the refusal or failure of any action which would Priority Agent to accept such Lien will not prevent the Third Lien Collateral [Agent][Trustee] or the other Third Lien Parties from taking the Lien), shall be deemed to hold and have held such Lien for the effect benefit of materially impairing each Priority Agent and the position or interests other Priority Secured Parties as security for the Priority Obligations. To the extent that the provisions of the Pledgee hereunder except immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the extent Priority Agents or any other Priority Secured Party, the Third Lien Collateral Agent agrees, for itself and on behalf of the other Third Lien Debt Parties, that any amounts received by or distributed to any Third Lien Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to the provisions of this Agreement (including Sections 4.01 and 4.02). The parties hereto further agree that, so long as the Discharge of Third Lien Obligations has not prohibited by this Agreement. No Pledgor willoccurred, nor will it (a) none of the Grantors shall, or shall permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) Subsidiaries to, without grant or permit any Lien on any asset to secure any Priority Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the prior written consent Third Lien Obligations (however, the refusal or failure of the PledgeeThird Lien Collateral [Agent][Trustee] to accept such Lien will not prevent any Priority Agent or the other Priority Secured Parties from taking the Lien), and (ib) enter into if any Priority Agent or permit any other Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing any Priority Obligations that are not also subject to exist the Liens securing all Third Lien Obligations under the Third Lien Collateral Documents, such Priority Agent or Priority Secured Party shall notify the Third Lien Collateral [Agent][Trustee] promptly upon becoming aware thereof (provided that the failure by the Priority Agent or such Priority Secured Party to provide such notice shall not result in the impairment or invalidity of such Liens) and such Grantor shall promptly grant a similar Lien on such assets to the Third Lien Collateral [Agent][Trustee] (except with respect to any arrangement Lien with respect to which the Third Lien Collateral [Agent][Trustee] has declined or agreement (excluding failed to accept such grant on behalf of the Secured Note Agreement Third Lien Parties) for the benefit of the Third Lien Collateral [Agent][Trustee] and the other Secured Note Documents) which directly Third Lien Parties as security for the Third Lien Obligations. The First Lien Collateral Agent, Second Lien Collateral Agent and Third Lien Collateral [Agent][Trustee] each agrees that the documents and agreements creating or indirectly prohibits such Pledgor or any evidencing the First Lien Collateral, Second Lien Collateral and Third Lien Collateral and guarantees for the Priority Obligations and the Third Lien Obligations shall be in all material respects the same forms of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired documents other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Capital Stock with respect to the Issuing Entities, regardless relative seniority of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note DocumentsObligations thereunder.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Mortgagor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeMortgagee, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, assuming Mortgagor will cause the same to be promptly discharged and released. Mortgagor will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues or assets whether now owned or hereafter acquired other than as permitted without the prior written consent of Mortgagee; provided, however, that the prohibition on acquisitions in the Secured Note Agreementforegoing sentence shall not apply unless there has been a Default. Except for Permitted Encumbrances, if Mortgagee consents to the voluntary grant by Mortgagor of any mortgage, lien, security interest, or other encumbrance (iihereinafter called “Subordinate Lien”) permit any Lien to exist on covering any of the Capital Stock Premises or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Premises in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Premises shall be given to Mortgagee with or immediately after the occurrence of any such default or commencement; and (5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor’s rights hereunder without the prior written consent of Mortgagee. Mortgagor represents and warrants that no notices of commencement (as identified in Ohio Revised Code Section 1311.04) as to the Pledgor Premises has been filed or any Person owning or holding will be filed prior to the Capital Stock filing for record of this Mortgage and that Mortgagor shall promptly provide Mortgagee with respect to such Issuing Entity; a copy of all notices of furnishing (as identified in each case other than (xOhio Revised Code Section 1311.05) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into received by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note DocumentsMortgagor.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) Grantor will not, without the prior written consent of Holder, create, incur, assume place or permit to exist be created or placed, or through any Lien act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance on or charge, or conditional sale or other title retention document, against or covering the Collateral (Property, or any part thereof, other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have Encumbrances, regardless of whether the effect of materially impairing the position same are expressly or interests of the Pledgee hereunder except otherwise subordinate to the extent not prohibited by lien or security interest created in this Agreement. No Pledgor willCDBG Deed of Trust, nor will it permit and should any of the related Issuing Entities foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (for so long as all including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or a portion of its related Capital Stock constitutes Collateral hereunder) tosimilar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of the PledgeeHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (ihereinafter called "Subordinate Lien") enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or covering any of the related Issuing Entities from creatingProperty or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, assuming or incurring any such Subordinate Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this CDBG Deed of Trust and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or promptly after the occurrence of any such default or commencement; and (5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the prior written consent of Holder. Notwithstanding the foregoing, the lien of this CDBG Deed of Trust shall be subordinate to the Pledgor lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the Arlington County Land Records either prior to or any Person owning or holding after the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leasesrecordation of this CDBG Deed of Trust, permits, licensing agreements and shall have this CDBG Deed of Trust and other contracts entered into by documents relating to the Pledgor or such Issuing Entity in CDBG Loan subordinated to the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note DocumentsSenior Trust.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeHolder, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Holder, assuming Grantor will cause the same to be promptly discharged and released: Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or incurring other property forming a part of the Mortgaged Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Holder. If Holder consents to the voluntary grant by Grantor of any lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called "SUBORDINATE MORTGAGE") permit any Lien to exist on covering any of the Capital Stock Mortgaged Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Mortgage, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the secured indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Mortgage or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Mortgaged Property shall be given to Holder with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Xxxxxx.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) createExcept for the Permitted Exceptions, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Mortgagor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeMortgagee, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, assuming Mortgagor will cause the same to be promptly discharged and released. Subject to the terms of the Oil and Gas Lease, Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Mortgagee. If Mortgagee consents to the voluntary grant by Mxxxxxxxx of any mortgage, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called “Subordinate Mortgage”) permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action shall be instituted to foreclose or otherwise dispose enforce the Subordinate Mortgage, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the Mortgagee of the Subordinate Mortgage, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action to foreclose or other payments of whatsoever nature to otherwise enforce the Pledgor, Subordinate Mortgage or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the Mortgagee of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mxxxxxxxx’s rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) Grantor will not, without the prior written consent of Holder, create, incur, assume place or permit to exist be created or placed, or through any Lien act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance on or charge, or conditional sale or other title retention document, against or covering the Collateral (Property, or any part thereof, other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have Encumbrances, regardless of whether the effect of materially impairing the position same are expressly or interests of the Pledgee hereunder except otherwise subordinate to the extent not prohibited by lien or security interest created in this Agreement. No Pledgor willCounty Deed of Trust, nor will it permit and should any of the related Issuing Entities foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (for so long as all including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or a portion of its related Capital Stock constitutes Collateral hereunder) tosimilar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of the PledgeeHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (ihereinafter called "Subordinate Lien") enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or covering any of the related Issuing Entities from creatingProperty or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, assuming or incurring any such Subordinate Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this County Deed of Trust and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or promptly after the occurrence of any such default or commencement; and (5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the prior written consent of Holder. Notwithstanding the foregoing, the lien of this County Deed of Trust shall be subordinate to the Pledgor lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the Arlington County Land Records either prior to or any Person owning or holding after the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leasesrecordation of this County Deed of Trust, permits, licensing agreements and shall have this County Deed of Trust and other contracts entered into by documents relating to the Pledgor or such Issuing Entity in County AHIF Loan subordinated to the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note DocumentsSenior Trust.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeAgent, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Agent, assuming Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or incurring other property forming a part of the Mortgaged Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Agent. If Agent consents to the voluntary grant by Grantor of any lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called "SUBORDINATE MORTGAGE") permit any Lien to exist on covering any of the Capital Stock Mortgaged Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the Lien granted competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Mortgage, no tenant of any of the Capital Stock with respect Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Agent; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the secured indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Agent may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Mortgage or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Mortgaged Property shall be given to Agent with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming, by, through or under any of them shall succeed to any of Grantor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Agent.

No Other Liens. Each Pledgor covenants and agrees that it Except as otherwise specifically provided herein or in the Loan Agreement, the Grantor shall not (i) create, incurconsent to, assume agree to, permit or permit suffer to exist any Lien mortgage, security interest, attachment, lis pendens, mechanic's or materialman's lien or other lien or encumbrance on upon or affecting the Collateral Mortgaged Property, whether superior or inferior to the lien of this Deed of Trust (including, without limitation, the filing of a notice of federal or state tax lien at any location at which by law such notice must be filed in order to be effective against the Mortgaged Property, whether or not such lien applies, by its terms, to the Mortgaged Property), except as granted in this Deed of Trust and any other than lien or security interest granted to the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have Beneficiary or the effect of materially impairing Trustee for the position or interests benefit of the Pledgee hereunder except Beneficiary. If this Deed of Trust, by its terms, is now, or at any time hereafter, subject or subordinate to a prior mortgage, the extent not prohibited by this Agreement. No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) toGrantor shall not, without the prior written consent of the PledgeeBeneficiary, (i) enter into in each instance, which consent may be withheld in the Beneficiary's sole and absolute discretion, agree at any time to any waiver, revision, modification, amendment, indulgence, suspension or permit extension of or any addition to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creatingprovisions, assuming terms, conditions or incurring payments of such prior mortgage. The Grantor shall promptly pay and discharge any Lien upon such Pledgor’s properties, revenues or assets whether and all amounts which are now owned or hereafter acquired other than as become liens against the Mortgaged Property, except for such liens, if any, otherwise specifically permitted in pursuant to the Secured Note provisions of this Deed of Trust or the Loan Agreement, and in default thereof, the Beneficiary, upon five (ii5) permit days' notice to the Grantor, may pay and discharge the same, and any Lien to exist on any amount so paid or advanced by the Beneficiary and all costs and expenses reasonably incurred in connection therewith (including, without limitation, attorneys' fees and expenses and court costs), shall be a demand obligation of the Capital Stock Grantor to the Beneficiary, and to the extent permitted by applicable law, shall be added to the Obligations and shall be secured by the liens of this Deed of Trust and of the related Issuing Entities (other than Loan Documents as fully and effectively and with the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any same priority as every other obligation of the Capital Stock with respect to the Issuing EntitiesGrantor secured hereby and, regardless of whether such Capital Stock constitutes Collateral hereunderif not paid within ten (10) days after demand, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee shall thereafter (to the extent permitted by applicable law) bear interest at the Pledgee is entitled hereunder to receive Advances Rate until the payment date of same), to make loans, advances or other payments payment. The covenants of whatsoever nature to this Section 9 shall survive any foreclosure of the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Capital Stock Mortgaged Property with respect to any such Issuing Entity; liens in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by existence as of the Pledgor or such Issuing Entity in the ordinary course date of its business, (y) restrictions and conditions imposed by any laws, rules or regulations transfer of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note Documentstitle.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) Mortgagor will not, without the prior written -------------- consent of Mortgagee, create, incur, assume place or permit to exist be created or placed, or through any Lien act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, security instrument, voluntary or involuntary lien, whether statutory, constitutional or contractual, security title, interest, encumbrance on or charge, or conditional sale or other title retention document, against or covering the Collateral (Property, or any part thereof, other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have Encumbrances, regardless of whether the effect of materially impairing the position same are expressly or interests of the Pledgee hereunder except otherwise subordinate to the extent not prohibited by lien or security interest created in this Agreement. No Pledgor willMortgage, nor will it permit and should any of the related Issuing Entities (for so long as foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, Mortgagor will cause the same to be promptly discharged and released. Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property forming a portion part of its related Capital Stock constitutes Collateral hereunder) tothe Property, pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld. If Mortgagee consents to the Pledgeevoluntary grant by Mortgagor of any mortgage, lien, security interest, or other encumbrance (ihereinafter called "Subordinate Lien") enter into conveying or permit to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or encumbering any of the related Issuing Entities from creatingProperty or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, assuming or incurring any such Subordinate Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the secured indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) Mortgagor will not, without the prior written -------------- consent of Mortgagee, create, incur, assume place or permit to exist be created or placed, or through any Lien act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security title, interest, encumbrance on or charge, or conditional sale or other title retention document, against or covering the Collateral (Property, or any part thereof, other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have Encumbrances, regardless of whether the effect of materially impairing the position same are expressly or interests of the Pledgee hereunder except otherwise subordinate to the extent not prohibited by lien or security interest created in this Agreement. No Pledgor willMortgage, nor will it permit and should any of the related Issuing Entities foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, Mortgagor will cause the same to be discharged and released or bonded over within ten (for so long as 10) days. Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or other property forming a portion material part of its related Capital Stock constitutes Collateral hereunder) tothe Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of Mortgagee. If Mortgagee consents to the Pledgeevoluntary grant by Mortgagor of any mortgage, lien, security interest, or other encumbrance (ihereinafter called "Subordinate Lien") enter into conveying or permit to exist encumbering any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or any ---------------- of the related Issuing Entities from creatingProperty or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, assuming or incurring any such Subordinate Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the secured indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Mortgagor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeMortgagee, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Mortgagee, assuming Mortgagor will cause the same to be promptly discharged and released. Mortgagor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Mortgagee. If Mortgagee consents to the voluntary grant by Mortgagor of any mortgage, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called “Subordinate Lien”) permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Mortgage and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Mortgagee; (3) Rents (hereinafter defined), if collected by or for Mortgagee of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Mortgagee may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Mortgagee with or immediately after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither Mortgagee of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Mortgagor’s rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Mortgagee.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except to the extent not prohibited by this Agreement. No Pledgor will, nor Grantor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Capital Stock constitutes Collateral hereunder) tonot, without the prior written consent of the PledgeeHolder, (i) enter into create, place or permit to exist be created or placed, or through any arrangement act or agreement (excluding failure to act, acquiesce in the Secured Note Agreement placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Amended and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or Restated Deed of Trust, and should any of the related Issuing Entities from creatingforegoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, assuming Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or incurring other property (including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or similar agreement, whereby any Lien upon such Pledgor’s propertiesparty has or may obtain the right to repossess or remove same, revenues without the prior written consent of Holder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, encumbrance (iihereinafter called "Subordinate Lien") permit any Lien to exist on covering any of the Capital Stock Property or if the foregoing prohibition is determined by a court of the related Issuing Entities (other than the competent jurisdiction to be unenforceable as to a Subordinate Lien, any such Subordinate Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Amended and Permitted LiensRestated Deed of Trust and all Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or promptly after the occurrence of any such default or commencement; and (5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the prior written consent of Holder. Notwithstanding the foregoing, the lien of this Amended and Restated Deed of Trust shall be subordinate to the Pledgor lien of the VHDA Permanent Debt and the CONA Interim Construction Debt (as defined in the Loan Agreement) (the "First Trust"), which First Trust is to be recorded and filed for record in the land records of Arlington County, Virginia either prior to or any Person owning or holding after the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leasesrecordation of this Amended and Restated Deed of Trust, permits, licensing agreements and shall have this Amended and Restated Deed of Trust and other contracts entered into by documents relating to the Pledgor or such Issuing Entity in Consolidated CDBG/AHIF Loan subordinated to the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note DocumentsFirst Trust.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) Grantor will not, without the prior written consent of Holder, create, incur, assume place or permit to exist be created or placed, or through any Lien act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance on or charge, or conditional sale or other title retention document, against or covering the Collateral (Property, or any part thereof, other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have Encumbrances, regardless of whether the effect of materially impairing the position same are expressly or interests of the Pledgee hereunder except otherwise subordinate to the extent not prohibited by lien or security interest created in this Agreement. No Pledgor willCounty Deed of Trust, nor will it permit and should any of the related Issuing Entities foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (for so long as all including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or a portion of its related Capital Stock constitutes Collateral hereunder) tosimilar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of the PledgeeHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (ihereinafter called "Subordinate Lien") enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or covering any of the related Issuing Entities from creatingProperty or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, assuming or incurring any such Subordinate Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this County Deed of Trust and Permitted Liensall Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or promptly after the occurrence of any such default or commencement; and (5) neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the prior written consent of Xxxxxx. Notwithstanding the foregoing, the lien of this County Deed of Trust shall be subordinate to the Pledgor lien of the Senior Debt (as defined in the Loan Agreement) (the "Senior Trust"), which Senior Trust is to be recorded and filed for record in the Arlington County Land Records either prior to or any Person owning or holding after the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leasesrecordation of this County Deed of Trust, permits, licensing agreements and shall have this County Deed of Trust and other contracts entered into by documents relating to the Pledgor or such Issuing Entity in County AHIF Loan subordinated to the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, and (z) restrictions and conditions arising under the Secured Note Agreement and the other Secured Note DocumentsSenior Trust.

No Other Liens. Each Pledgor covenants and agrees that it shall not (i) Grantor will not, without the prior written consent of Holder, create, incur, assume place or permit to exist be created or placed, or through any Lien act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance on or charge, or conditional sale or other title retention document, against or covering the Collateral (Property, or any part thereof, other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have Encumbrances, regardless of whether the effect of materially impairing the position same are expressly or interests of the Pledgee hereunder except otherwise subordinate to the extent not prohibited by lien or security interest created in this Agreement. No Pledgor willAmended and Restated Deed of Trust, nor will it permit and should any of the related Issuing Entities foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Property and will not acquire any fixtures, equipment or other property (for so long as all including software embedded therein) forming a part of the Property pursuant to a lease, license, security agreement or a portion of its related Capital Stock constitutes Collateral hereunder) tosimilar agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent of the PledgeeHolder. If Holder consents to the voluntary grant by Grantor of any deed of trust, lien, security interest, or other encumbrance (ihereinafter called "Subordinate Lien") enter into or permit to exist any arrangement or agreement (excluding the Secured Note Agreement and the other Secured Note Documents) which directly or indirectly prohibits such Pledgor or covering any of the related Issuing Entities from creatingProperty or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Lien, assuming or incurring any such Subordinate Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Secured Note Agreement, (ii) permit any Lien to exist on any of the Capital Stock of the related Issuing Entities (other than the Lien granted shall contain express covenants to the Pledgee hereunder effect that: (1) the Subordinate Lien is unconditionally subordinate to this Amended and Permitted LiensRestated Deed of Trust and all Leases (hereinafter defined), ; (iii2) sell, transfer if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise dispose enforce the Subordinate Lien, no tenant of any of the Capital Stock with respect Leases (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of the Subordinate Lien, shall be applied first to the Issuing Entities, regardless of whether such Capital Stock constitutes Collateral hereunder, other than in a transaction permitted under the Secured Note Agreement or (iv) except as otherwise permitted in the Secured Note Agreement, enter into any agreement, contract or arrangement (excluding the Secured Note Agreement and the other Secured Note Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same)the Secured Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Property in such order as Holder may determine, prior to make loans, advances being applied to any indebtedness secured by the Subordinate Lien; (4) written notice of default under the Subordinate Lien and written notice of the commencement of any action (whether judicial or other payments pursuant to a power of whatsoever nature sale) to foreclose or otherwise enforce the Pledgor, Subordinate Lien or to make transfers or distributions seek the appointment of a receiver for all or any part of its assets the Property shall be given to Holder with or promptly after the Pledgor or any Person owning or holding the Capital Stock with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations occurrence of any Governmental Authority, such default or commencement; and (z5) restrictions and conditions arising neither the holder of the Subordinate Lien, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the Secured Note Agreement and the other Secured Note Documentsprior written consent of Holder.