INVESTMENTS IN EXISTING SUBSIDIARIES,
INVESTMENTS IN SUBSIDIARIES FORMED FOR THE PURPOSE OF DEVELOPING OR ACQUIRING
PROPERTIES, INVESTMENTS IN JOINT VENTURES AND PARTNERSHIPS ENGAGED SOLELY IN THE
BUSINESS OF PURCHASING, DEVELOPING, OWNING, OPERATING, LEASING AND MANAGING
RETAIL PROPERTIES, AND INVESTMENTS IN EXISTENCE ON THE DATE HEREOF AND DESCRIBED
IN SCHEDULE 1 HERETO;
(III)
TRANSACTIONS PERMITTED PURSUANT TO
SECTION 6.12; AND
(IV)
TRANSACTIONS PERMITTED PURSUANT TO
SECTION 6.23; AND
(V)
ACQUISITIONS OF PERSONS WHOSE PRIMARY
OPERATIONS CONSIST OF THE OWNERSHIP, DEVELOPMENT, OPERATION AND MANAGEMENT OF
RETAIL PROPERTIES;
provided that, after giving effect to such Acquisitions and Investments,
Borrower continues to comply with all its covenants herein.
Acquisitions
permitted pursuant to this Section 6.15 shall be deemed to be "Permitted
Acquisitions".
6.16
LIENS.
THE BORROWER WILL
NOT, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, CREATE, INCUR, OR SUFFER TO
EXIST ANY LIEN IN, OF OR ON THE PROPERTY OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES, EXCEPT:
(I)
LIENS FOR TAXES, ASSESSMENTS OR
GOVERNMENTAL CHARGES OR LEVIES ON ITS PROPERTY IF THE SAME SHALL NOT AT THE TIME
BE DELINQUENT OR THEREAFTER CAN BE PAID WITHOUT PENALTY, OR ARE
48
BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS AND FOR WHICH
ADEQUATE RESERVES SHALL HAVE BEEN SET ASIDE ON ITS BOOKS;
(II)
LIENS IMPOSED BY LAW, SUCH AS CARRIERS',
WAREHOUSEMEN'S AND MECHANICS' LIENS AND OTHER SIMILAR LIENS ARISING IN THE
ORDINARY COURSE OF BUSINESS WHICH SECURE PAYMENT OF OBLIGATIONS NOT MORE THAN 60
DAYS PAST DUE OR WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES SHALL HAVE BEEN SET ASIDE ON ITS
BOOKS;
(III)
LIENS ARISING OUT OF PLEDGES OR DEPOSITS
UNDER WORKERS' COMPENSATION LAWS, UNEMPLOYMENT INSURANCE, OLD AGE PENSIONS, OR
OTHER SOCIAL SECURITY OR RETIREMENT BENEFITS, OR SIMILAR LEGISLATION;
(IV)
EASEMENTS, RESTRICTIONS AND SUCH OTHER
ENCUMBRANCES OR CHARGES AGAINST REAL PROPERTY AS ARE OF A NATURE GENERALLY
EXISTING WITH RESPECT TO PROPERTIES OF A SIMILAR CHARACTER AND WHICH DO NOT IN
ANY MATERIAL WAY AFFECT THE MARKETABILITY OF THE SAME OR INTERFERE WITH THE USE
THEREOF IN THE BUSINESS OF THE BORROWER OR ITS SUBSIDIARIES;
(V)
LIENS ON PROJECTS EXISTING ON THE DATE
HEREOF WHICH SECURE INDEBTEDNESS AS DESCRIBED IN SCHEDULE 2 HERETO; AND
(VI)
LIENS OTHER THAN LIENS DESCRIBED IN
SUBSECTIONS (I) THROUGH (IV) ABOVE ARISING IN CONNECTION WITH ANY INDEBTEDNESS
PERMITTED HEREUNDER TO THE EXTENT SUCH LIENS WILL NOT RESULT IN A DEFAULT IN ANY
OF BORROWER'S COVENANTS HEREIN.
Liens permitted pursuant to this Section 6.16 shall be deemed to be "Permitted
Liens".
6.17
AFFILIATES.
THE BORROWER
WILL NOT, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO ANY
TRANSACTION (INCLUDING, WITHOUT LIMITATION, THE PURCHASE OR SALE OF ANY PROPERTY
OR SERVICE) WITH, OR MAKE ANY PAYMENT OR TRANSFER TO, ANY AFFILIATE EXCEPT IN
THE ORDINARY COURSE OF BUSINESS AND PURSUANT TO THE REASONABLE REQUIREMENTS OF
THE BORROWER'S OR SUCH SUBSIDIARY'S BUSINESS AND UPON FAIR AND REASONABLE TERMS
NO LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY