Common use of Restrictions on Intercompany Transfers Clause in Contracts

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

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

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

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(f) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a this clause (B), the restrictions apply only to the Subsidiary or the assets that is not a Wholly Owned Subsidiaryare the subject of such sale or Lien, restrictions contained as the case may be. Notwithstanding anything to the contrary in the organizational documents offoregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any Loan Party or any other agreements governing an Investment inSubsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

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

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a this clause (B), the restrictions apply only to the Subsidiary or the assets that is not a Wholly Owned Subsidiaryare the subject of such sale or Lien, restrictions contained as the case may be. Notwithstanding anything to the contrary in the organizational documents offoregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other agreements governing an Investment inSubsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution Distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar toexisting by reason of Applicable Law, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), (x) customary provisions restricting assignment of any agreement or property entered into by the Borrower, Borrower or any other Loan Party or any Subsidiary in the ordinary course of business business, (y) any Permitted Lien or any document or instrument governing any Permitted Lien (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect provided that any such dividendsrestriction contained therein relates only to the asset or assets subject to such Permitted Lien), distributionsand (z) customary restrictions in leases, loanssubleases, advances licenses and sublicenses or transfers of property must be on fair and reasonable terms and on an arm’s length basisasset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallOther than as expressly set forth in this Agreement, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents, or documents governing Unsecured Indebtedness, of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (iiiand beneficial interest therein) with respect in any Excluded Subsidiary pursuant to clauses the terms of any Secured Indebtedness of such Excluded Subsidiary, (a3) through customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (d)4) restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the organizational documents ofBorrower or a Subsidiary may create, incur, assume, or other agreements governing an Investment inpermit or suffer to exist under this Agreement; provided that in any such case, such Subsidiary arising after the date hereof restrictions apply only to the effect assets that any are encumbered by such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLien.

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

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded SubsidiaryXxxxxx REIT) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary Loan Party (other than Xxxxxx REIT) to: (a) pay dividends or make any other distribution on any of such SubsidiaryLoan Party’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Loan Party (other than any restrictions contained in the Borrower LP Agreement); (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than than, in each case, (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document Document, (ii) restrictions and conditions imposed by Applicable Law, (iii) customary restrictions and conditions contained in agreements relating to the sale of such Loan Party or any Property owned by such Loan Party (to the extent such sale is permitted hereunder), (iv) customary restrictions and conditions contained in agreements relating to the acquisition of any Property (to the extent such acquisition is not prohibited under this Agreement), (v) customary restrictions governing any purchase money Liens permitted hereby covering only the property subject to such Lien, (vi) those restrictions contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness that Indebtedness, which restrictions on the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth to those contained in the Loan Documents, Documents and (iivii) with respect to clause (d)) only, customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than provided that this Section shall not apply to: (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of assets pending sale, or relating to Indebtedness secured by a Lien on assets which Indebtedness the Borrower or a Subsidiary, as applicable, is not prohibited from creating, incurring, assuming, or permitting or suffering to exist by the Loan Documents; provided that in any such case, the restrictions apply only to the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business or and (iiiii) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the case of a Subsidiary actions described above that is not a Wholly Owned Subsidiary, restrictions are substantially similar to those contained in the Loan Documents, (C) contained in organizational documents of, or other agreements governing an Investment in, or Indebtedness incurred by, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary arising after or Unconsolidated Affiliate or the date hereof assets of such Subsidiary or Unconsolidated Affiliate) or (D) obligations restricting the sale or other transfer of assets pursuant to “tax protection” (or similar) agreements entered into with limited partners or members of the effect that OP or of any such dividends, distributions, loans, advances or transfers other Subsidiary of property must be on fair and reasonable terms and on an arm’s length basisthe REIT Entity.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shall, and neither the Parent nor the The Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, not create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provisions for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in provision of any Guaranty entered into by the Parent, any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the obligations and liabilities that are Guaranteed pursuant to the terms of such Guaranty, (y) clauses (i) and (iv) of this Section shall not apply to any applicable prohibitions contained in an agreement evidencing any Secured Indebtedness of a Borrower or a Guarantor, (z) clause (iv) of this Section shall not apply to restrictions on the transfer of Equity Interests in a joint venture to which the Borrower or any Subsidiary is a party, to the extent such prohibition is contained in the ordinary course organizational documents of business such joint venture (A) on the Effective Date or (iiiB) entered into or amended as a condition to the negotiated arms-length business arrangement with respect to clauses (a) through (d)the un-Affiliated holder of an Equity Interest in such joint venture in connection with the disposition of an asset in a transaction not otherwise prohibited by this Agreement, in each case, as the case same may be amended or modified (1) without the consent of a Subsidiary that is not any Borrower or a Wholly Owned Subsidiary, restrictions (2) in connection with the Refinancing of Indebtedness permitted pursuant to Section 9.14 or (3) as otherwise approved by the Requisite Lenders and (aa) this Section shall not apply to any applicable prohibitions contained in (1) any Loan Document, (2) the Second Lien Documents, (3) the PM Gallery Loan Modification Documents, (4) the Woodland Mall Secured Loan Modification Documents, or (5) any other agreement that evidences Indebtedness which contains prohibitions on the actions described above that are not more restrictive than those prohibitions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLoan Documents.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallOther than as expressly set forth in this Agreement, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) that directly or indirectly owns any Unencumbered Asset to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions (x) contained in any Loan Document, (y) existing by reason of Applicable Law or (z) contained in any Unencumbered Asset Documents and running in favor of a Loan Party, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable solely to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) Permitted Unsecured Indebtedness Restrictions and encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (3) restrictions on transfer contained in any agreement relating to the transfer, sale, conveyance or (iii) with respect to clauses (a) through (d), in the case other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (4) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (5) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the organizational documents ofBorrower or a Subsidiary may create, incur, assume, or other agreements governing an Investment inpermit or suffer to exist under this Agreement; provided that in any such case, such Subsidiary arising after the date hereof restrictions apply only to the effect assets that any are encumbered by such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLien.

Restrictions on Intercompany Transfers. Neither the The Parent nor the Borrower shall, Guarantor and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions (A) contained in any Loan Document (including, for clarity, any Transferred Mortgage), (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2(a)(i), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Five-Year Term Loan Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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

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

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(g) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a this clause (B), the restrictions apply only to the Subsidiary or the assets that is not a Wholly Owned Subsidiaryare the subject of such sale or Lien, restrictions contained as the case may be. Notwithstanding anything to the contrary in the organizational documents offoregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other agreements governing an Investment inSubsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallThe Constituent Companies will not, and neither the Parent nor the Borrower shall will not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower Parent Guarantor or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower Parent Guarantor or any other Subsidiary; (c) make loans or advances to the Borrower Parent Guarantor or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party Parent Guarantor or any other Subsidiary may createSubsidiary, incurin each case, assume or permit or suffer to exist under this Agreement and other than: (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii1) with respect to clauses (a) through (d), those encumbrances or restrictions (i) contained in this Agreement or (ii) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the case actions described above that are substantially similar to or less restrictive than those contained in this Agreement, or (2) with respect to clause (d), (i) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Issuer) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that is not a Wholly Owned Subsidiarythe Parent Guarantor or any Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such case, the restrictions contained apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (ii) customary provisions restricting assignment of any agreement entered into by the Parent Guarantor or any Subsidiary in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers ordinary course of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallOther than as expressly set forth in this Agreement, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (iiiand beneficial interest therein) with respect in any Excluded Subsidiary pursuant to clauses the terms of any Secured Indebtedness of such Excluded Subsidiary, (a3) through customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (d)4) restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the organizational documents ofBorrower or a Subsidiary may create, incur, assume, or other agreements governing an Investment inpermit or suffer to exist under this Agreement; provided that in any such case, such Subsidiary arising after the date hereof restrictions apply only to the effect assets that any are encumbered by such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLien.

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

Restrictions on Intercompany Transfers. Neither the The Parent nor the Borrower shall, Guarantor and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2(a)(i), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less or, taken as a whole, not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Revolving Credit Agreement and the Capital One Term Loan Agreement), (G) Permitted Transfer Restrictions or (H) contained in any Transferred Mortgage, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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

Restrictions on Intercompany Transfers. Neither the The Parent nor the Borrower shall, Guarantor and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d) those encumbrances or restrictions (A) contained in any Loan Document or Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement (Athan the Borrower) evidencing Unsecured or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party Borrower or any other such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing Section 10.2.(a), provided that in any such case the encumbrances and restrictions imposed in connection with such Unsecured Indebtedness apply only to the Subsidiary or the assets that are either substantially similar tothe subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or less restrictive than(E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallOther than as expressly set forth in this Agreement, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents, or documents governing Unsecured Indebtedness, of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (iiiand beneficial interest therein) with respect in any Excluded Subsidiary pursuant to clauses the terms of any Secured Indebtedness of such Excluded Subsidiary, (a3) through customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (d)4) restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the organizational documents ofBorrower or a Subsidiary may create, incur, assume, or other agreements governing an Investment inpermit or suffer to exist under this Agreement; provided that in any such case, such Subsidiary arising after the date hereof restrictions apply only to the effect assets that any are encumbered by such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLien.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiaryrelating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, restrictions contained in the organizational documents ofwhich provision subordinates any rights of Borrower, other Loan Party or any other agreements governing an Investment in, Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

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

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

Restrictions on Intercompany Transfers. Neither the The Parent nor the Borrower shall, Guarantor and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d) those encumbrances or restrictions (A) contained in any Loan Document or Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement (Athan the Borrower) evidencing Unsecured or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party Borrower or any other such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing Section 10.2.(a), provided that in any such case the encumbrances and restrictions imposed in connection with such Unsecured Indebtedness apply only to the Subsidiary or the assets that are either substantially similar tothe subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or less restrictive than(E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded LEGAL02/3698915037492873v32 Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a this clause (B), the restrictions apply only to the Subsidiary or the assets that is not a Wholly Owned Subsidiaryare the subject of such sale or Lien, restrictions contained as the case may be. Notwithstanding anything to the contrary in the organizational documents offoregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other agreements governing an Investment inSubsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiaryrelating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, restrictions contained in the organizational documents ofwhich provision subordinates any rights of Borrower, other Loan Party or any other agreements governing an Investment in, Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiaryrelating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, restrictions contained in the organizational documents ofwhich provision subordinates any rights of Borrower, other Loan Party or any other agreements governing an Investment in, Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shall, and neither the Parent nor the The Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, not create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provisions for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in provision of any Guaranty entered into by the Parent, any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the ordinary course obligations and liabilities that are Guaranteed pursuant to the terms of business or such Guaranty, (iiiy) with respect to clauses (ai) through and (d), iv) of this Section shall not apply to any applicable prohibitions contained in the case an agreement evidencing any Secured Indebtedness of a Borrower or a Guarantor, (z) clause (iv) of this Section shall not apply to restrictions on the transfer of Equity Interests in a joint venture to which the Borrower or any Subsidiary that is not a Wholly Owned Subsidiaryparty, restrictions to the extent such prohibition is contained in the organizational documents of, of such joint venture (A) on the Effective Date or other agreements governing an Investment in, such Subsidiary arising after the date hereof (B) entered into or amended as a condition to the effect that any negotiated arms-length business arrangement with the un-Affiliated holder of an Equity Interest in such dividendsjoint venture in connection with the disposition of an asset in a transaction not otherwise prohibited by this Agreement, distributionsin each case, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.as the same may be

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

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary) toSubsidiary holding title assets subject to Secured Indebtedness 95 pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents or, (ii) with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in as permitted by the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (iiy) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document or in Document, (B) any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances 116 and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(f) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iiiB) with respect transfer restrictions in any agreement relating to clauses (a) through (dthe sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a), ; provided that in the case of a this clause (B), the restrictions apply only to the Subsidiary or the assets that is not a Wholly Owned Subsidiaryare the subject of such sale or Lien, restrictions contained as the case may be. Notwithstanding anything to the contrary in the organizational documents offoregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any Loan Party or any other agreements governing an Investment inSubsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1(g) and Section 9.4 of this Agreement and Section 13 of the Loan DocumentsGuaranty, or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiaryrelating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, restrictions contained in the organizational documents ofwhich provision subordinates any rights of Borrower, other Loan Party or any other agreements governing an Investment in, Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

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

Restrictions on Intercompany Transfers. Neither the The Parent nor the Borrower shall, Guarantor and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions (A) contained in any Loan Document or Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement (Athan the Borrower) evidencing Unsecured or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party Borrower or any other such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and (B) containing Section 10.2.(a), provided that in any such case the encumbrances and restrictions imposed in connection with such Unsecured Indebtedness apply only to the Subsidiary or the assets that are either substantially similar tothe subject of such sale or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or less restrictive than(E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent Guarantor, the Borrower, any other Loan Party or any Subsidiary of their Subsidiaries in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shall, and neither the Parent nor the The Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, not create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provision for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in provision 91 of any Guaranty entered into by the Parent, any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the ordinary course obligations and liabilities that are Guaranteed pursuant to the terms of business such Guaranty, (y) clauses (i) and (iv) of this Section shall not apply to any applicable prohibitions contained in an agreement evidencing any Secured Indebtedness of a Borrower or a Guarantor and (z) this Section shall not apply to any applicable prohibitions contained in (1) any Loan Document, (2) the 2014 Seven-Year Term Loan Agreement or (iii3) with respect to clauses (a) through (d), in any other agreement that evidences Unsecured Indebtedness which contains prohibitions on the case of a Subsidiary actions described above that is are not a Wholly Owned Subsidiary, restrictions more restrictive than those prohibitions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLoan Documents.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shall, and neither the Parent nor the The Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, not create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provision for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in provision of any Guaranty entered into by the Parent, any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the ordinary course obligations and liabilities that are Guaranteed pursuant to the terms of business or such Guaranty and (iiiy) with respect to clauses (ai) through and (d), iv) of this Section shall not apply to any applicable prohibitions contained in the case an agreement evidencing any Secured Indebtedness of a Subsidiary that is not Borrower or a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisGuarantor.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallThe Borrowers shall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary of their respective Subsidiaries (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Borrowers to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower Borrowers or any SubsidiarySubsidiary of the Borrowers; (b) pay any Indebtedness owed to any of the Borrower Borrowers or any SubsidiarySubsidiary of the Borrowers; (c) make loans or advances to any of the Borrower Borrowers or any SubsidiarySubsidiary of the Borrowers; or (d) transfer any of its property or assets to any of the Borrower Borrowers or any SubsidiarySubsidiary of the Borrowers; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document or (B) contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the any Borrower, any other Loan Party such Guarantor or any other such Subsidiary of the Borrowers may create, incur, assume assume, or permit or suffer to exist under without violation of this Credit Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth those contained in the Loan Documents, or (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party Borrowers or any Subsidiary of their respective Subsidiaries in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallThe Constituent Companies will not, and neither the Parent nor the Borrower shall will not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower Parent Guarantor or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower Parent Guarantor or any other Subsidiary; (c) make loans or advances to the Borrower Parent Guarantor or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party Parent Guarantor or any other Subsidiary may createSubsidiary, incurin each case, assume or permit or suffer to exist under this Agreement and ​ ​ ​ other than: (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii1) with respect to clauses (a) through (d), those encumbrances or restrictions (i) contained in this Agreement or (ii) contained in any other agreement that evidences unsecured Indebtedness containing encumbrances or restrictions on the case actions described above that are substantially similar to or less restrictive than those contained in this Agreement, or (2) with respect to clause (d), (i) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Issuer) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that is not a Wholly Owned Subsidiarythe Parent Guarantor or any Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such case, the restrictions contained apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (ii) customary provisions restricting assignment of any agreement entered into by the Parent Guarantor or any Subsidiary in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers ordinary course of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiaryrelating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, restrictions contained in the organizational documents ofwhich provision subordinates any rights of Borrower, other Loan Party or any other agreements governing an Investment in, Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.Indebtedness

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shall, and neither the Parent nor the The Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, not create or otherwise cause or suffer to exist or become effective effective, or permit any other Loan Party or other Subsidiary (other than an Excluded Subsidiary) to create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (ai) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiarysuch Subsidiary of the Borrower; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any Subsidiary; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than provided, however that the Borrower or any such Subsidiary may have provisions for preferred, priority or guaranteed payments to a co-venturer in a joint venture of such Subsidiary. Notwithstanding anything to the contrary in the foregoing sentence, the restrictions in (ix) with respect this Section shall not apply to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in provision of any Guaranty entered into by the Parent, any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement Guarantee the obligations and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment liabilities of any agreement entered into by Subsidiary, which provision subordinates any rights of the Parent, any other Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of the obligations and liabilities that are Guaranteed pursuant to the terms of such Guaranty, (y) clauses (i) and (iv) of this Section shall not apply to any applicable prohibitions contained in an agreement evidencing any Secured Indebtedness of a Borrower or a Guarantor, (z) clause (iv) of this Section shall not apply to restrictions on the transfer of Equity Interests in a joint venture to which the Borrower or any Subsidiary is a party, to the extent such prohibition is contained in the ordinary course organizational documents of business such joint venture (A) on the Effective Date or (iiiB) entered into or amended as a condition to the negotiated arms-length business arrangement with respect to clauses (a) through (d)the un-Affiliated holder of an Equity Interest in such joint venture in connection with the disposition of an asset in a transaction not otherwise prohibited by this Agreement, in each case, as the case same may be amended or modified (1) without the consent of a Subsidiary that is not any Borrower or a Wholly Owned Subsidiary, restrictions (2) in connection with the Refinancing of Indebtedness permitted pursuant to Section 9.14 or (3) as otherwise approved by the Requisite Lenders and (aa) this Section shall not apply to any applicable prohibitions contained in (1) any Loan Document, (2) the First Lien Documents, (3) the PM Gallery Loan Modification Documents, (4) the Woodland Mall Secured Loan Modification Documents, or (5) any other agreement that evidences Indebtedness which contains prohibitions on the actions described above that are not more restrictive than those prohibitions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLoan Documents.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document Document, the Existing Credit Agreement, or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(g) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect business. Notwithstanding anything to clauses (a) through (d), the contrary in the case foregoing, the restrictions in this Section shall not apply to any provision of a any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary that is not a Wholly Owned Subsidiaryrelating to the Indebtedness of any Subsidiary of the Borrower permitted to be incurred hereunder, restrictions contained in which provision subordinates any rights of the organizational documents ofBorrower, other Loan Party or any other agreements governing an Investment in, Subsidiary to payment from such Subsidiary arising after the date hereof to the effect that any payment in full of such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisIndebtedness.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or or, subject to Section 12.14., any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the BorrowerParent, the Borrower any Subsidiary or any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Sections 9.1.(g) and 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or or, subject to Section 12.14., any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the BorrowerParent, the Borrower any Subsidiary or any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Sections 9.1(g) and 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or or, subject to Section 12.14., any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the BorrowerParent, the Borrower any Subsidiary or any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Sections Section 9.1.(g) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallOther than as expressly set forth in this Agreement, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances or restrictions contained in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party so long as such encumbrances or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less not more restrictive than, such encumbrances and restrictions set forth those contained in the Loan DocumentsDocuments (including the Tau Credit Facility) or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (iiiand beneficial interest therein) with respect in any Excluded Subsidiary pursuant to clauses the terms of any Secured Indebtedness of such Excluded Subsidiary, (a3) through customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (d)4) restrictions on transfer contained in any agreement relating to the transfer, in the case sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that is not a Wholly Owned Subsidiaryin any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the organizational documents ofBorrower or a Subsidiary may create, incur, assume, or other agreements governing an Investment inpermit or suffer to exist under this Agreement; provided that in any such case, such Subsidiary arising after the date hereof restrictions apply only to the effect assets that any are encumbered by such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisLien.

Restrictions on Intercompany Transfers. Neither the Parent nor the The Borrower shallshall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such the encumbrances and restrictions set forth in Section 9.1.(i) and Section 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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

Restrictions on Intercompany Transfers. Neither the Parent nor the Borrower shallThe Borrowers shall not, and neither the Parent nor the Borrower shall not permit any other Loan Party or any other Subsidiary of their respective Subsidiaries (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Borrowers to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower Borrowers or any SubsidiarySubsidiary of the Borrowers; (b) pay any Indebtedness owed to any of the Borrower Borrowers or any SubsidiarySubsidiary of the Borrowers; (c) make loans or advances to any of the Borrower Borrowers or any SubsidiarySubsidiary of the Borrowers; or (d) transfer any of its property or assets to any of the Borrower Borrowers or any SubsidiarySubsidiary of the Borrowers; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document or (B) contained in any other agreement (A) evidencing that evidences Unsecured Indebtedness that the any Borrower, any other such Loan Party or any other such Subsidiary of the Borrowers may create, incur, assume assume, or permit or suffer to exist under without violation of this Credit Agreement and (B) containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth those contained in the Loan Documents, or (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party Borrowers or any Subsidiary of their respective Subsidiaries in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basisbusiness.

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