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

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without the prior written consent of Lender, sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or grant any other interest in the Property or any part thereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Party, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (b) an agreement by Borrower for the leasing of all or a substantial part of the 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 Rents; (c) if Borrower or any other Restricted 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 such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if Borrower or any other Restricted 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, member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member or non-member manager, or the creation or issuance of new membership interests or interest in any non-member manager; and (e) if Borrower or any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interests.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant assign or transfer any option with respect to or grant any other interest in the Property or any part thereof or interest thereinthereof, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Partyinterest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell the any Property or any part thereof or interest therein for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of the any 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if Borrower any Borrower, SPE Party, Operating Lessee, any Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any 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 such that in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if Borrower any Borrower, SPE Party, Operating Lessee, any Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member venturer or non-member manager, or the creation or issuance of new membership interests or interest in any non-member managermember; and (e) if Borrower any pledge, hypothecation, assignment, transfer or other encumbrance of any other Restricted Party is a trust direct or nominee trust, the voluntary or involuntary transfer of the legal or beneficial indirect ownership interest in such trust any Borrower, SPE Party or nominee trust or the creation or issuance of new legal or beneficial interestsOperating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without Without the prior written consent of Lender, or as otherwise set forth in the applicable Approved Annual Budget, in each instance, no Borrower Entity nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower Entity shall, and Borrower shall (i) not permit any Borrower Subsidiary to, and (ii) not permit any Borrower Subsidiary to permit any Mortgagor to, sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant assign or transfer any option with respect to or grant any other interest in the Infinet, any Collateral, any Mortgage Loan, any Mortgaged Property, any Real Property or any part thereof or interest thereinthereof, including any legal, beneficial, economic or voting interest in other assets of the Borrower or any other Restricted PartyBorrower Subsidiary, or any interest, direct or indirect, in any Borrower Entity, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower Entity agrees to sell the any Real Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by any Borrower for the leasing of all or a substantial part of the any Real 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, Borrowerany Borrower Entity’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower Entity or any other Restricted Party general partner, managing member or controlling shareholder of any such Borrower Entity 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 such that such corporation’s stock shall be vested in a party or parties who are not now stockholders stock; (iv) if any Borrower Entity or any change in the control general partner, managing member or controlling shareholder of any such corporation; (d) if Borrower or any other Restricted Party Entity 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturerventurer or member; and (v) any pledge, member hypothecation, assignment, transfer or non-member manager, other encumbrance of any direct or the creation or issuance of new membership interests or indirect ownership interest in any non-member manager; Borrower Entity. Notwithstanding any term to the contrary contained in this Agreement, and notwithstanding any consent of Lender pursuant to the terms of this Section 4.2.1 with respect to a Transfer hereunder, if a Transfer made hereunder results in (ei) if Borrower a “Change in Control” pursuant to the Code, or any other Restricted Party is a trust or nominee trust, (ii) an adverse effect on the voluntary or involuntary transfer value and utility of the legal or beneficial interest built-in tax losses of any Borrower Entity, then any such trust or nominee trust or Transfer shall be deemed to be in violation of the creation or issuance terms of new legal or beneficial intereststhis Agreement and shall be deemed to be void ab initio.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant Guarantor shall, without the prior written consent of Lender, sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to assign or grant any other interest in transfer the Property or any part thereof thereof, or interest thereinany interest, including any legaldirect or indirect, beneficial, economic or voting interest in Borrower or any other Restricted Party, Guarantor whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower for the leasing of all or a substantial part of the 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 Rents; (ciii) if Borrower, any Guarantor, or any general partner, managing member or controlling shareholder of Borrower or any other Restricted 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 such that in one or a series of transactions by which an aggregate of more than 25% of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if Borrower Borrower, Managing Member, any other Guarantor or any general partner, managing member or controlling shareholder of Borrower, Managing Member or any other Restricted Party Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, partner or managing partner, limited partner, joint venturer, member partner or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited managing partner, the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member or non-member manager, or the creation or issuance of new membership interests or interest in any non-member manager; and (ev) if Borrower any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Managing Member or any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsGuarantor.

Due on Sale and Encumbrance; Transfers of Interests. Except to (a) Borrower acknowledges that Lender has examined and relied on the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Collateral as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Master Tenant shallthe performance of the Other Obligations, Lender can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or in any other Loan Party shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant assign or transfer any option with respect to Individual Property or grant any other interest in the Property Collateral or any part thereof thereof, or interest thereinany interest, including direct or indirect, common, preferred or otherwise, in Borrower or in any legalother Loan Party, beneficial, economic or voting in any Person holding any direct or indirect interest in Borrower or in any other Restricted Loan Party, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 4.2 shall be deemed to include include, but not be limited to, (ai) an installment sales agreement wherein Borrower Owner agrees to sell the any Individual Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower Owner for the leasing of all or a substantial part of the 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 Leases, or any RentsGross Revenue; (ciii) if Borrower or any other Restricted 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 such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationstock; (div) if Borrower or any other Restricted Loan Party, or any general partner, managing member or controlling shareholder of Borrower, 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturerventurer or member, member and (v) any pledge, hypothecation, assignment, transfer or non-member manager, other encumbrance of any direct or the creation or issuance of new membership interests or indirect ownership interest in any non-member manager; and (e) if Borrower or in any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsLoan Party.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent as otherwise expressly permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without the prior written consent of Lender, neither Borrower nor Sole Member nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Sole Member shall (a) sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to assign or grant any other interest in transfer the Property or any part thereof thereof, or interest thereinany interest, including any legaldirect or indirect, beneficial, economic or voting interest in Borrower or any other Restricted PartySole Member, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise otherwise, or (each, b) permit or suffer any change in control of any Borrower (each of (a) and (b) a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower for the leasing of all or a substantial part of the 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 Rents; (ciii) if Borrower, Guarantor, or any general partner, managing member or controlling shareholder of Borrower or any other Restricted 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 such that in one or a series of transactions by which an aggregate of more than 10% of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if Borrower Borrower, Sole Member any Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of Borrower, Sole Member or any 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member venturer or non-member manager, or the creation or issuance of new membership interests or interest in any non-member managermember; and (ev) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsSole Member.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8, neither Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or SPC Party shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to assign or grant any other interest in transfer the Property or any part thereof or interest thereinthereof, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted interest, direct or indirect, in Borrower, any SPC Party, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower for the leasing of all or a substantial part of the 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 Rents; (ciii) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or any other Restricted 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 such that such corporation’s stock shall be vested in a party or parties who are not now stockholders stock; (iv) if Borrower, SPC Party, any Guarantor or any change in the control general partner, managing member or controlling shareholder of such corporation; (d) if Borrower Borrower, SPC Party, or any other Restricted 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member venturer or non-member manager, or the creation or issuance of new membership interests or interest in any non-member managermember; and (ev) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsSPC Party.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without Without the prior written consent of Mezzanine Lender, which consent may be given or withheld in Mezzanine Lender's sole and absolute discretion, but, in each instance, subject to the provisions of Article 8, neither any Borrower, any Owner nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or any Owner shall (and such Borrower shall not permit such Owner to) sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assignassign or transfer (i) any 363 Individual Property or any part thereof, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or grant any other interest in ii) the Property Collateral or any part thereof or interest therein(iii) any interest, including direct or indirect, in any legalBorrower, beneficialany Owner, economic or voting interest in Borrower or any other Restricted Party, SPC Party whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”"TRANSFER"). A Transfer within the meaning of this Section SECTION 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein Borrower any Owner agrees to sell the any Individual Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower for the any Owner leasing of all or a substantial part of the 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 any Owner's right, title and interest in and to any Leases or any Rents; (ciii) if Borrower any Borrower, any Owner, either Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of such Borrower, such Owner or such 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 such that in one or a series of transactions by which an aggregate of more than 10% of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; (div) if Borrower any Borrower, any Owner, either Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of such Borrower, such Owner, or any 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturerventurer or member, member except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; and (v) any pledge, hypothecation, assignment, transfer or non-member manager, other encumbrance of any direct or the creation or issuance of new membership interests or indirect ownership interest in any non-member manager; and (e) if Borrower or any other Restricted Party is a trust Owner or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsany SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 permitting certain Transfers described in Article 8, neither Borrower nor Sole Member nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Sole Member shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to assign or grant any other interest in transfer the Property or any part thereof or interest thereinthereof, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Partyinterest, direct or indirect, in Borrower, Sole Member, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “"Transfer”"). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower for the leasing of all or a substantial part of the 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 's right, title and interest in and to any Leases or any Rents; (ciii) if Borrower, Guarantor, or any general partner, managing member or controlling shareholder of Borrower or any other Restricted 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 such that in one or a series of transactions by which an aggregate of more than 10% of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if Borrower Borrower, Sole Member any Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of Borrower, Sole Member or any 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member venturer or non-member manager, or the creation or issuance of new membership interests or interest in any non-member managermember; and (ev) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsSole Member.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to assign or grant any other interest in transfer the Property or any part thereof or interest thereinthereof, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Partyinterest, direct or indirect, in Borrower, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 4.2 shall be deemed to include (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower for the leasing of all or a substantial part of 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 or any Rents; (ciii) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or any other Restricted 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 such that such corporation’s stock shall be vested in a party or parties who are not now stockholders stock; (iv) if Borrower, any Guarantor or any change in the control general partner, managing member or controlling shareholder of such corporation; (d) if Borrower Borrower, or any other Restricted 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member venturer or non-member manager, or the creation or issuance of new membership interests or interest in any non-member managermember; and (ev) if Borrower any pledge, hypothecation, assignment, transfer or other encumbrance of any other Restricted Party is a trust direct or nominee trust, the voluntary or involuntary transfer of the legal or beneficial indirect ownership interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsBorrower.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant Party shall, without the prior written consent of Lender, sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or grant any other interest in the Property or any part thereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Party, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (b) an agreement by Borrower for the leasing of all or a substantial part of the 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 Rents; (c) if Borrower or any other Restricted 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 such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if Borrower or any other Restricted 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, member venturer or non-member managermember, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, the creation or issuance of new limited partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, venturer or member or non-member manager, or the creation or issuance of new membership interests or interest in any non-managing member managerinterests; and (e) if Borrower or any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interests.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except to the extent permitted pursuant to as provided in Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shallVIII hereof, without the prior written consent of LenderAdministrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assignassign or transfer any interest, alienatedirect or indirect, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof)a Restricted Party, grant any option with respect to or grant any other interest in the Property or any part thereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Partythereof, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower for the leasing of all or a substantial part of 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 or any RentsRents other than in accordance with the Loan Documents; (ciii) if Borrower or any other a Restricted Party is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge 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 such that such corporation’s stock shall be vested in one or a party or parties who are not now stockholders or any change in the control series of such corporationtransactions; (div) if Borrower or any other a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer, member partner or non-member manager, the voluntary Sale or involuntary transfer Pledge of the partnership interest of any general partner, managing or limited partner or limited partner, the creation any profits or issuance of new proceeds relating to such partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member or non-member manager, interests or the creation or issuance of new membership interests limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or interest in any consolidation or the change, removal, resignation or addition of a managing member or non-member managermanager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; and (evi) if Borrower or any other a Restricted Party is a trust or nominee trust, any merger, consolidation or the voluntary Sale or involuntary transfer Pledge of the legal or beneficial interest in such trust or nominee trust a Restricted Party or the creation or issuance of new legal or beneficial interests.; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law). 4.2.2

Due on Sale and Encumbrance; Transfers of Interests. Except to (a) Borrower acknowledges that Lender has examined and relied on the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Collateral as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Master Tenant shallthe performance of the Other Obligations, Lender can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or in any other Loan Party shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant assign or transfer any option with respect to Individual Property or grant any other interest in the Property Collateral or any part thereof thereof, or interest thereinany interest, including direct or indirect, common, preferred or otherwise, in Borrower or in any legalother Loan Party, beneficial, economic or voting in any Person holding any direct or indirect interest in Borrower or in any other Restricted Loan Party, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 4.2 shall be deemed to include include, but not be limited to, (ai) an installment sales agreement wherein Borrower Owner agrees to sell the any Individual Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by Borrower Owner for the leasing of all or a substantial part of the 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 Leases, or any RentsGross Revenue; (ciii) if Borrower or any other Restricted Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is Mezzanine Loan Agreement 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 such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationstock; (div) if Borrower or any other Restricted Loan Party, or any general partner, managing member or controlling shareholder of Borrower, 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturerventurer or member, member and (v) any pledge, hypothecation, assignment, transfer or non-member manager, other encumbrance of any direct or the creation or issuance of new membership interests or indirect ownership interest in any non-member manager; and (e) if Borrower or in any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsLoan Party.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant assign or transfer any option with respect to or grant any other interest in the Property or any part thereof or interest thereinthereof, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Partyinterest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether directly or indirectly, Pool 2 voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell the any Property or any part thereof or interest therein for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of the any 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if Borrower any Borrower, SPE Party, Operating Lessee, any Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any 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 such that in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if Borrower any Borrower, SPE Party, Operating Lessee, any Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer, member venturer or non-member manager, or the creation or issuance of new membership interests or interest in any non-member managermember; and (e) if Borrower any pledge, hypothecation, assignment, transfer or other encumbrance of any other Restricted Party is a trust direct or nominee trust, the voluntary or involuntary transfer of the legal or beneficial indirect ownership interest in such trust any Borrower, SPE Party or nominee trust or the creation or issuance of new legal or beneficial interestsOperating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without Without the prior written consent of Lender, but, in each instance, subject to the provisions of ARTICLE 8, neither any Borrower nor Sole Equity Member nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or Sole Equity Member shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant assign or transfer any option with respect to or grant any other interest in the Individual Property or any part thereof or interest thereinthereof, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Partyinterest, direct or indirect, in any Borrower, Sole Equity Member, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise involuntarily (each, a “Transfer”"TRANSFER"). A Transfer within the meaning of this Section SECTION 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower agrees to sell the any Individual Property or any part thereof or interest therein for a price to be paid in installments; (bii) an agreement by any Borrower for the leasing of all or a substantial part of the 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, any Borrower’s 's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, either Guarantor or any general partner, managing member or controlling shareholder of Borrower or any other Restricted Party either 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 such that in one or a series of transactions by which an aggregate of more than 10% of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; (div) if Borrower any Borrower, Sole Equity Member, either Guarantor or any other Restricted Party general partner, managing member or controlling shareholder of any Borrower, Sole Equity Member or either 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, venturer or member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner, partner or the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturerventurer or member, member except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; and (v) any pledge, hypothecation, assignment, transfer or non-member manager, other encumbrance of any direct or the creation or issuance of new membership interests or indirect ownership interest in any non-member manager; and (e) if Borrower or any other Restricted Party is a trust or nominee trust, the voluntary or involuntary transfer of the legal or beneficial interest in such trust or nominee trust or the creation or issuance of new legal or beneficial interestsSole Equity Member.