Common use of Due on Sale and Encumbrance; Transfers of Interests Clause in Contracts

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and members, as applicable, its members and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (viv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Rents or any other Gross Revenue; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, or trust or other association, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or beneficial or other interest, the transfer of the partnership interest of any general partner, managing partner or limited partner or partner, the transfer of the interest of any joint venturer or member, and member or beneficial or other direct or indirect ownership interest or the creation or issuance of new membership or partnership interests or beneficial or other ownership interests; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower, (vii) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Ground Lease; (viii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower; and (ix) any exercise of any right of first refusal, Operating Lessee right of first offer or other similar right to acquire and/or lease any additional real property, in any other Loan Partyeach case, pursuant to the West End Supplemental Agreement (as defined on Schedule XIII hereto).

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has Agent and Lenders have examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property owned by Borrower as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Agent and Operating Lessee each acknowledge that Lender has Lenders have a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender Agent can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual a Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual a Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party Guarantor or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, Borrower or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee Leasehold Pledgor acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee Leasehold Pledgor and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee Leasehold Pledgor in owning and operating properties such as the Property Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s and Leasehold Pledgor’s ownership of the Properties Collateral as a means of maintaining the value of the Properties Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee Leasehold Pledgor each acknowledge that Lender has a valid interest in maintaining the value of the Properties Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee Leasehold Pledgor default in the the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee none of Borrower, Leasehold Pledgor nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower Owner agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Owner or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerOwner’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee Leasehold Pledgor or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower Borrower, Leasehold Pledgor or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee Leasehold Pledgor or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, Leasehold Pledgor or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Borrower or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee Borrower or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee Borrower or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee Borrower or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee Borrower or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Borrower or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has Agent and Lenders have examined and relied on the experience of each Mortgage Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Mortgage Borrower and Operating Lessee in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on each Mortgage Borrower’s ownership of the Properties Property owned by such Mortgage Borrower as a means of maintaining the value of the Properties and, as a result, the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Agent and Operating Lessee each acknowledge that Lender has Lenders have a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender Agent can recover the Debt by a sale of the PropertiesCollateral. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the express provisions of Article 7, neither Mortgage Borrower nor Operating Lessee nor any other Loan Party Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Mortgage Borrower or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any Collateral or any part thereof, or any interest, direct or indirect, common, preferred in Mortgage Borrower or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Mortgage Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual a Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Mortgage Borrower, Operating Lessee or any other Loan Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Mortgage Borrower, Operating Lessee or any other Loan PartyBorrower, Guarantor or any general partner, managing member or controlling shareholder of Mortgage Borrower, Operating Lessee, Borrower or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; (v) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Mortgage; and (vvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Mortgage Borrower or Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and membersits Controlling owners, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party Borrower or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, Borrower or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party Borrower is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower. Nothing herein shall restrict Borrower from entering into a purchase and sale agreement for the Property in anticipation of a Transfer and Assumption or prepayment that is permitted hereunder or otherwise approved by Lender, Operating Lessee or provided that in any other Loan Partyconnection with an anticipated Transfer and Assumption, Borrower’s obligations under such purchase and sale agreement are expressly subject to compliance with the terms and provisions of this Agreement with respect to a Transfer and Assumption.

Due on Sale and Encumbrance; Transfers of Interests. Except as set forth in a particular Loan Application (a) Each and identified as an exception to the following covenants with respect to a particular Property), or as necessary or appropriate to implement the sale of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the a Property in agreeing to make the Loanaccordance with a Loan Application, and will continue to rely on Borrower’s ownership of the Properties or as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge that otherwise approved by Senior Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Thereforewriting, without the prior written consent of Senior Lender: (1) Borrower shall not (a) directly or indirectly sell, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of including any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a salepartnership, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee member or any other Loan Party ownership interest in Borrower or any Subsidiary or any partner or member thereof); (b) further encumber, alienate, grant a Lien or grant any other interest in any Property or xxx xxxx xxxreof (xxxxuding any partnership or other ownership interest in Borrower or any Subsidiary), whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Property; provided, however, that Senior Lender shall not unreasonably withhold or delay its consent with respect to utility and other easements and restrictive covenants which do not in Senior Lender's reasonable judgment adversely affect any security interest or Lien granted to Senior Lender under the Senior Loan Documents; (2) no new general partner, managing member, or limited partner having the ability to control the affairs of Borrower shall be admitted to or created in Borrower or any Subsidiary (nor shall any existing general partner or member or controlling shareholder limited partner withdraw from Borrower or such Subsidiary, as applicable), and no change in Borrower's or any Subsidiary's organizational documents relating to control over Borrower or such Subsidiary, as applicable, and/or any Property shall be effected; and (3) no transfer shall be permitted of the beneficial interest in Borrower, any of its constituent members, any Subsidiary or any of the Properties. As used in this Section 8.1, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of (a) any Property, (b) any partnership interest in any member of Borrower or of any other Loan Party that is a corporationpartnership, the voluntary or involuntary sale, conveyance or transfer (c) any membership interest in any member of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party Borrower that is a limited or general partnership, joint venture or limited liability company, and (d) any voting stock in any member of Borrower that is a corporation; "transfer" shall not include (i) the change, removal, resignation leasing of individual units within any Property so long as Borrower complies with the provisions of the Senior Loan Documents relating to such leasing activity; or addition (ii) the transfers of limited partner interests in Borrower so long as the provisions of Sections 8.1(2) and 8.1(3) are satisfied. Senior Lender shall endeavor to respond to any written request for approval of a general partnertransfer within fifteen (15) days of its receipt of notice of such proposed transfer together with all documentation in connection therewith that Senior Lender may reasonably request. Notwithstanding anything to the contrary contained in this Section 8.1, managing partner, limited partner, joint venturer or member or Senior Lender hereby acknowledges and consents to the transfer execution and delivery of the partnership interest of any general partnerSubordinated Pledge Agreement by Borrower to Subordinated Lender, managing partner or limited partner or subject and subordinate to the transfer of the interest of any joint venturer or memberterms and provisions of, and (v) the rights and security interest granted to Senior Lender under the Pledge Agreement. Notwithstanding anything to the contrary contained in this Section 8.1, any pledge, hypothecation, assignment, transfer or other encumbrance holder of any a direct or indirect ownership interest in Borrower as of the date of this Agreement (an "Interest Holder") shall have the right to transfer its direct or indirect ownership interest in Borrower without Senior Lender's prior consent, provided, that, (A) after taking into account any prior transfers pursuant to this paragraph and the current transfer, whether to the proposed transferee or otherwise, no such transfer or series of transfers shall result in (I) the proposed transferee (together with any other transferees pursuant to this paragraph) owning (directly or indirectly, or beneficially) more than forty-nine percent (49%) of the direct or indirect ownership interests in Borrower, Operating Lessee or (II) a transfer of more than forty-nine percent (49%) of the direct or indirect ownership interests in Borrower; (B) no Event of Default has occurred and remains uncured; (C) no change of control shall occur as a result of such transfer; (D) such transferee shall be a reputable entity or person of good character; (E) such transferee and all transferees in the aggregate under this paragraph shall have no voting rights and shall not possess the power to, directly or indirectly, direct the management and policies of Borrower or any Subsidiary in any way, whether through the ownership of voting securities, by contract or otherwise; (F) any provisions in any of the organizational documents of either Borrower or any Subsidiary that require the unanimous affirmative vote or consent of all the holders of ownership interests in Borrower or any Subsidiary, as applicable, or any other Loan Party.applicable voting threshold, shall not require or include the vote or consent of such proposed transferee or transferees; and (G) no transferee shall be an investment bank, securities firm, institutional lender, or other significant competitor of Credit Suisse First Boston in any substantial line of business of Credit Suisse First Boston, or an officer, director, or employee of any of the foregoing. Section 8.2

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower Borrowers and Operating Lessee acknowledges Lessees acknowledge that Lender has examined and relied on the experience of each Borrower and each Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower Borrowers and Operating Lessee Lessees in owning owning, leasing and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of the Properties Property owned by such Borrower and each Operating Lessee’s leasing of the Property leased by such Operating Lessee, as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower Borrowers and Operating Lessee each Lessees acknowledge that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower Borrowers default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither no Borrower nor any Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, any Borrower or any Operating Lessee or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, Borrower or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan PartyLessee, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein a Borrower or an Operating Lessee agrees to sell any Individual a Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower or an Operating Lessee for the leasing of all or a substantial part of any Individual a Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s and/or Operating Lessee’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if any Borrower, any Operating Lessee or Lessee, any other Loan Party Guarantor or any general partner, managing member or controlling shareholder of Borrower such Borrower, Operating Lessee or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stockstock (other than any creation or issuance of new REIT Shares in accordance with Section 7.2(i) hereof); (iv) if any Borrower, any Operating Lessee or Lessee, any other Loan Party, Guarantor or any general partner, managing member or controlling shareholder of such Borrower, Operating Lessee, or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and or (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, any Borrower or any Operating Lessee or in any other Loan PartyLessee.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s 's ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Borrower or in any other Loan SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred in Borrower or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan SPC Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “"Transfer”"). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s 's right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party Guarantor or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan SPC Party, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating LesseeSPC Party, or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and ; (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Borrower or in any other Loan SPC Party; and (vi) the sale or pledge of any Condominium Unit.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, (v) any action or occurrence which results in the Key Principal Ownership/Control Conditions to no longer be satisfied and (vvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, its general partners and managing members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party its sole member or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party its sole member is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, its sole member or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, Borrower or of any other Loan Party its sole member is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Borrower, Operating Lessee and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower or Operating Lessee default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 77 and Section 5.3, neither Borrower Borrower, nor Operating Lessee Lessee, nor any other Loan SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan SPC Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower or Operating Lessee agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee (other than the Operating Lease) for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party Lessee, Guarantor or any general partner, managing member or controlling shareholder of Borrower Borrower, Operating Lessee or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Lessee, SPC Party, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, SPC Party, or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has Agent and Lenders have examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property owned by Borrower as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Agent and Operating Lessee each acknowledge that Lender has Lenders have a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender Agent can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual a Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual a Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party Guarantor or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, Borrower or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Rents or any other Gross Revenue; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, or trust or other association, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or beneficial or other interest, the transfer of the partnership interest of any general partner, managing partner or limited partner or partner, the transfer of the interest of any joint venturer or membermember or beneficial or other direct or indirect ownership interest or the creation or issuance of new membership or partnership interests or beneficial or other ownership interests; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower; and (vvii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, (v) any action or occurrence which results in Key Principal no longer Controlling Borrower, and (vvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee Borrower, other than the Ground Lease, for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Rents or any other Gross Revenue; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or member, the transfer of the partnership interest of any general partner, managing partner or limited partner or partner, the transfer of the interest of any joint venturer or member; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower, (vii) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Ground Lease, except in accordance with the terms thereof; and (vviii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and membersits Controlling owners, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party Borrower or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, Borrower or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party Borrower is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower. Nothing herein shall restrict Borrower from entering into a purchase and sale agreement for the Property in anticipation of a Transfer and Assumption or prepayment that is permitted hereunder or otherwise approved by Lender, Operating Lessee or provided that in any other Loan Partyconnection with an anticipated Transfer and Assumption, Borrower’s obligations under such purchase and sale agreement are expressly subject to compliance with the terms and provisions of this Agreement with respect to a Transfer and Assumption.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property and the Worldwide Plaza Amenities in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property and indirect ownership of the Pledged Mortgages and indirect ownership of the general partnership interest in the Amenities Owner as a means of maintaining the value of the Properties Property and the Membership Interests as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property, the Worldwide Plaza Amenities, the Membership Interests and the Pledged Mortgages so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty, its interest in the Amenities Mortgages and/or its indirect interest in the Worldwide Plaza Amenities. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor Borrower, any other Loan Party WWP Amenities Subsidiary, nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Borrower or in any other Loan Party WWP Amenities Subsidiary shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign assign, transfer or transfer any Individual Property release, in whole or any part thereofin part, or the Property, the Worldwide Plaza Amenities, any interest, direct or indirect, common, preferred in Borrower or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Partya WWP Amenities Subsidiary, whether voluntarily or involuntarily involuntarily, or enter into the Pledged Mortgages or subject any Individual Property documents related thereto or any amendment, supplement or other modification to a PACE Loan such documents (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Worldwide Plaza Borrower agrees to sell any Individual the Property (or Amenities Owner agrees to sell the Worldwide Plaza Amenities) or any part thereof for a price to be paid in installments; (ii) an agreement by Worldwide Plaza Borrower or Operating Lessee Amenities Owner for the leasing of all or a substantial part of any Individual the Property or Worldwide Plaza Amenities, as applicable, for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest inin (other than the existing security interest evidenced by the Amenities Mortgages), Worldwide Plaza Borrower’s or Amenities Owner’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party Guarantor, any WWP Amenities Subsidiary, or any general partner, managing member or controlling shareholder of Borrower Borrower, any Guarantor or of any other Loan Party WWP Amenities Subsidiary is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan PartyGuarantor, any WWP Amenities Subsidiary or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, any Guarantor or of any other Loan Party WWP Amenities Subsidiary is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and ; (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in BorrowerBorrower or any WWP Amenities Subsidiary; and (vi) EOP-NYCCA causing the delivery of a transfer notice under clause (ii) of Section 10.1 of the Recapitalization Agreement; provided, Operating Lessee that a Transfer shall not include a sale, assignment or other transfer of limited partnership interests in any other Loan PartyAmenities Owner made in accordance with Section 7.2(g).

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning the Collateral and operating in causing Mortgage Borrower to operate properties such as the Property in agreeing to make the Loan, and will continue to rely on Mortgage Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property and the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower, Mortgage Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Borrower or in any other Loan Party Mortgage Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred in Borrower or otherwise, in Mortgage Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Mortgage Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any action or occurrence which results in the Key Principal Ownership/Control Conditions to no longer be satisfied, (vi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Borrower or in Mortgage Borrower and (vii) any other Loan Partydeed-in-lieu or agreement to provide a deed-in-lieu of the Property or any portion thereof.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Borrower or in any other Loan SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred in Borrower or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan SPC Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or any other Loan Party Guarantor or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan SPC Party, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating LesseeSPC Party, or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; (v) if the Manager is an Affiliate of the Borrower, the ownership, management or control of Manager is transferred; and (vvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Borrower or in any other Loan SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning the Collateral and operating in causing Owner to operate properties such as the Property and the Worldwide Plaza Amenities in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Collateral as a means of maintaining the value of the Properties Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Collateral, the Property, the Worldwide Plaza Amenities, the Membership Interests and the Pledged Mortgages so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor Borrower, Owner, any other Loan Party WWP Amenities Subsidiary nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Owner or in any other Loan Party WWP Amenities Subsidiary shall sell, convey, mortgage, grant, release, bargain, encumber, pledge, assign or transfer any Individual Property the Collateral, the Property, the Worldwide Plaza Amenities, or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee any WWP Amenities Subsidiary or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, Owner whether voluntarily or involuntarily involuntarily, or enter into the Pledged Mortgages or subject any Individual Property documents related thereto or any amendment, supplement or other modification to a PACE Loan such documents (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower Worldwide Plaza Owner agrees to sell any Individual the Property (or Amenities Owner agrees to sell the Worldwide Plaza Amenities) or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Worldwide Plaza Owner or Operating Lessee Amenities Owner for the leasing of all or a substantial part of any Individual the Property or the Worldwide Plaza Amenities, as applicable, for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerWorldwide Plaza Owner’s or Amenities Owner’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents (other than the existing security interest evidenced by the Amenities Mortgages); (iii) if Borrower, Operating Lessee or Owner, any other Loan Party WWP Amenities Subsidiary, Guarantors or any general partner, managing member or controlling shareholder of Borrower Borrower, Owner, any WWP Amenities Subsidiary or of any other Loan Party Guarantors is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or Owner, any other Loan PartyWWP Amenities Subsidiary, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating LesseeOwner, any WWP Amenities Subsidiary, or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and ; (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Owner or any WWP Amenities Subsidiary; and (vi) EOP-NYCCA causing the delivery of a transfer notice under clause (ii) of Section 10.1 of the Recapitalization Agreement; provided, that a Transfer shall not include a sale, assignment or other transfer of limited partnership interests in any other Loan PartyAmenities Owner made in accordance with Section 7.2(g).

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without Without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell the sale of any Individual Property or any part thereof pursuant to an installment sales agreement for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRevenue (provided, that, any Leases to Tenants such as WeWork Companies Inc. and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with this provision); (iii) if Borrower, Operating Lessee or any other Loan Party Guarantor or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, Borrower or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges Borrowers acknowledge that Lender has examined and relied on the experience of each Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee Borrowers in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of the Properties Property owned by such Borrower as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge Borrowers acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower Borrowers default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither no Borrower nor Operating Lessee nor any other Loan SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee any Borrower or in any other Loan SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, Borrower or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan SPC Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Table of Contents Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein a Borrower agrees to sell any Individual a Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual a Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or member, the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower or any SPC Party; and (vvii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee any Borrower or in any other Loan SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges Borrowers acknowledge that Lender has examined and relied on the experience of each Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee Borrowers in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of the Properties Property owned by such Borrower as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge Borrowers acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower Borrowers default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither no Borrower nor Operating Lessee nor any other Loan SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee any Borrower or in any other Loan SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, Borrower or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan SPC Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein a Borrower agrees to sell any Individual a Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual a Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or member, the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower or any SPC Party; and (vvii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee any Borrower or in any other Loan SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee Leasehold Pledgor acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee Leasehold Pledgor and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee Leasehold Pledgor in owning and operating properties such as the Property Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s and Leasehold Pledgor’s ownership of the Properties Collateral as a means of maintaining the value of the Properties Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee Leasehold Pledgor each acknowledge that Lender has a valid interest in maintaining the value of the Properties Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee Leasehold Pledgor default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee none of Borrower, Leasehold Pledgor nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower Owner agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Owner or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerOwner’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee Leasehold Pledgor or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower Borrower, Leasehold Pledgor or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee Leasehold Pledgor or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, Leasehold Pledgor or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning the Collateral and operating properties in causing Senior Borrower to operate assets such as the Property Senior Collateral in agreeing to make the Loan, and will continue to rely on Senior Borrower’s ownership of the Properties applicable Senior Collateral as a means of maintaining the value of the Properties Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Senior Collateral and the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower, Senior Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Borrower or in any other Loan Party Senior Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property Senior Collateral or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred in Borrower or otherwise, in Senior Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Senior Borrower agrees to sell any Individual Property Senior Collateral or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any action or occurrence which results in the Key Principal Ownership/Control Conditions to no longer be satisfied, (vi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Borrower or in Senior Borrower and (vii) any other Loan Partydeed-in-lieu or assignment-in-lieu agreement to provide a deed-in-lieu or assignment-in-lieu of the Senior Collateral or any portion thereof.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has Agent and Lenders have examined and relied on the experience of Mortgage Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Mortgage Borrower and Operating Lessee in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on Mortgage Borrower’s ownership of the Properties Property owned by Mortgage Borrower as a means of maintaining the value of the Properties and, as a result, the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Agent and Operating Lessee each acknowledge that Lender has Lenders have a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender Agent can recover the Debt by a sale of the PropertiesCollateral. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the express provisions of Article 7, neither Mortgage Borrower nor Operating Lessee nor any other Loan Party Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Mortgage Borrower or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any Collateral or any part thereof, or any interest, direct or indirect, common, preferred in Mortgage Borrower or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or cause Mortgage Borrower to enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Mortgage Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual a Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Mortgage Borrower, Operating Lessee or any other Loan Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Mortgage Borrower, Operating Lessee or any other Loan PartyBorrower, Guarantor or any general partner, managing member or controlling shareholder of Mortgage Borrower, Operating Lessee, Borrower or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; (v) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Mortgage; and (vvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Mortgage Borrower or Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee Leasehold Pledgor acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee Leasehold Pledgor and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee Leasehold Pledgor in owning and operating properties such as the Property Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s and Leasehold Pledgor’s ownership of the Properties Collateral as a means of maintaining the value of the Properties Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee Leasehold Pledgor each acknowledge that Lender has a valid interest in maintaining the value of the Properties Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee Leasehold Pledgor default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee none of Borrower, Leasehold Pledgor nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property Property, the Mezzanine A Collateral or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower Owner agrees to sell any Individual Property or any part thereof or Mezzanine A Borrower agrees to sell the Mezzanine A Collateral or any part thereof, in each case, for a price to be paid in installments; (ii) an agreement by Borrower Owner or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerOwner’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee Leasehold Pledgor or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower Borrower, Leasehold Pledgor or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee Leasehold Pledgor or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, Leasehold Pledgor or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Leasehold Pledgor or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership and leasing of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject and except to the express provisions of extent otherwise set forth in this Section 4.2 or Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party either Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in either Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein a Borrower agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if a Borrower, Operating Lessee or any other Loan Party Guarantor or any general partner, managing member or controlling shareholder of a Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if a Borrower, Operating Lessee or any other Loan Party, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, a Borrower or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or membermember (v) any surrender, termination, cancellation or assignment of the Operating Lease; (vi) any surrender, termination, cancellation, amendment, supplementation or other modification of the Condominium Documents and (vvii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee Borrower (provided that a Transfer shall not include a Management Agreement or Lease provided such Management Agreement or Lease is entered into strictly in any accordance with the limitations of this Agreement and the other Loan PartyDocuments).

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning the Collateral and operating in causing Senior Borrower to operate properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties Collateral as a means of maintaining the value of the Properties Collateral and the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without Without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower, Senior Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee Borrower or in any other Loan Party Senior Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Collateral or the Property or any part thereof, or any interest, direct or indirect, common, preferred in Borrower or otherwise, in Senior Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower agrees to sell the sale of any Individual Property or any part 36 Mezzanine Loan Agreement thereof pursuant to an installment sales agreement for a price to be paid in installments; (ii) an agreement by Senior Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Senior Borrower’s right, title and interest in and to any Leases, Leases or any Gross RevenueRevenue (provided, that, any Leases to Tenants such as WeWork Companies Inc. and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with this provision); (iii) if Borrower, Operating Lessee or any other Loan Party Senior Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Senior Borrower or of any other Loan Party Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan PartySenior Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, Senior Borrower or of any other Loan Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, ; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or Senior Borrower, Operating Lessee or in any other Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Operating Lessee acknowledges that Lender Xxxxxx has examined and relied on the experience of Borrower and Operating Lessee and their respective its stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on BorrowerXxxxxxxx’s ownership of the Properties Property as a means of maintaining the value of the Properties Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge acknowledges that Lender Xxxxxx has a valid interest in maintaining the value of the Properties Property so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender Xxxxxx can recover the Debt by a sale of the PropertiesProperty. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual the Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, include (i) an installment sales agreement wherein Borrower Xxxxxxxx agrees to sell any Individual the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerXxxxxxxx’s right, title and interest in and to any Leases, Leases or any Gross RevenueRents; (iii) if Borrower, Operating Lessee or with respect to any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or with respect to any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partnermember, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, (v) any action or occurrence which results in Key Principal no longer Controlling Borrower, and (vvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.