Common use of Due on Sale or Encumbrance Clause in Contracts

Due on Sale or Encumbrance. Neither Borrower, nor its sole member shall, without the prior written consent of Lender: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners of Borrower or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by Lender, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its option, to declare the indebtedness secured by this Security Deed immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. Neither BorrowerWithout Lender’s consent, which consent may be given or withheld in the sole discretion of Lender, neither Borrower nor its sole member any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in Borrower (at each and every tier or level of ownership) shall, without the prior written consent of Lender: (i) create, effect, consent or permit other Persons to, suffer Transfer (whether or not for consideration or of record) all or any portion of the Mortgaged Property or any direct or indirect legal, equitable, beneficial or other interest (1) in all or any portion of the Mortgaged Property; (2) in Borrower; or (3) at each and every tier or level of ownership, in Borrower’s direct or indirect partners, members, shareholders, beneficial or constituent owners including Guarantor, Borrower Representative, any owners of Borrower Representative (or the direct or indirect owners of any direct or indirect interests in any such constituent owners), including (a) an installment sales agreement for a price to existbe paid in installments; (b) except as otherwise permitted pursuant to Section 7.5, assumeany Leases or a sale, incurassignment or other transfer of, permit or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (voluntarily c) any direct or involuntarilyindirect voluntary or involuntary sale of any ownership interest in Borrower or other Person directly or indirectly owning any direct or indirect interest in Borrower; (d) the creation, issuance or redemption of direct or indirect ownership interests by Borrower or any Person owning a direct or indirect interest in Borrower (at each every tier or level of ownership); (e) any merger, consolidation, dissolution or liquidation; and (f) without limitation of any of the foregoing, any direct or indirect voluntary or involuntary Transfer by any Person which indirectly controls Borrower (by operation of law or otherwise) any of its direct or indirect conveyancecontrolling interests in Borrower. Notwithstanding the foregoing, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition the following shall not be deemed to be prohibited under this Section 7.11: (each of the foregoing defined as "Transfer"i) of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or an indirect ownership interest in Borrower or any indemnitor or guarantor under Borrower, by the current owner thereof to a wholly-owned subsidiary of Guarantor and (ii) Transfers of ownership interests in a Person whose stock is publicly traded, so long as (x) no such transfers described in parts (i) and (ii) of this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest sentence result in any Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect owner of a legal or beneficial interest in Borrower (includingif such Person or Group did not prior to the Transfer, without limitation its partners, members, trustees, beneficiaries or shareholders); own at least forty-nine percent (vii49%) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners ownership interests in Borrower), unless such Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect interest in Borrower has a Credit Rating of Borrower “Baa2” or higher from Xxxxx’x or “BBB” or higher from S&P, or, as applicable, an equivalent rating from another Rating Agency, or, if such Person or Group is not rated by a Rating Agency, has (A) a Net Worth of $1,000,000,000 or more, (B) an EBITDA Interest Coverage of 6.0 or greater and (C) a Total Debt/Capitalization no greater than 40%, and (y) no Change in Control occurs by virtue of such Transfers (other than pursuant to clause (ii) of the conversion definition of one type “Change of legal entity into another type of legal entityControl”). Except as expressly consented to in writing by LenderNotwithstanding the foregoing, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred may sell Inventory in the ordinary course of business and transfer or dispose of tangible personal property to Persons that are not Borrower’s Affiliates, which tangible personal property is immediately replaced by an article of equivalent suitability and value or which is no longer necessary in connection with the operation of the Mortgaged Property provided that such transfer or disposal will (i) not have a Material Adverse Effect; (ii) not materially impair the utility of the Mortgaged Property, and (iii) not result in a reduction or abatement of, or right of 50 offset against, the Gross Revenues payable under any Lease or otherwise, and provided that any tangible personal property acquired by Borrower (and not so disposed of) shall be subject to the Lien of the Mortgage. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and Guarantor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan and will continue to rely on such ownership of the Mortgaged Property and Borrower and Guarantor as a means of maintaining the value of the Mortgaged Property as security for repayment of the Loan and the performance of the other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Borrower default in the repayment of the Loan or the performance of the other Obligations, Lender can recover the Loan by a sale of the Mortgaged Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at not be required to demonstrate any actual impairment of its option, security or any increased risk of default hereunder in order to declare the indebtedness secured by this Security Deed Loan immediately due and payable, irrespective of the maturity date specified in the Notepayable upon any Default under this Section 7.11.

Due on Sale or Encumbrance. Neither Borrower(a) Except as otherwise expressly set forth in this Agreement, nor its sole member shallin the event Mortgagor directly or indirectly sells, without the prior written consent of Lender: (i) createconveys, effecttransfers, consent todisposes of, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law further encumbers all or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each part of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property Premises or any interest therein; therein (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title other than with respect to the Property Junior Lien), or any portion thereof prior to in the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of event any ownership interest in Mortgagor (including without limitation voting rights in respect thereof) is directly or indirectly issued, transferred or encumbered, or in the event Mortgagor or any direct or indirect owner of a legal or beneficial Mortgagor agrees so to do, in any case without the written consent of Mortgagee being first obtained (which consent Mortgagee may withhold in its sole and absolute discretion), then, at the sole option of Mortgagee, Mortgagee may accelerate the Loan and declare the principal of and the accrued interest in Borrower (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct Note, and including all sums advanced hereunder or indirect owners of Borrower or otherwise payable under the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderLoan Documents, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its optioninterest, to declare the indebtedness secured by this Security Deed immediately be forthwith due and payable, irrespective and thereupon the Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable without presentment, demand or further notice of any kind. Without limiting the generality of the maturity date specified foregoing, a merger, consolidation, reorganization, entity conversion or other restructuring or transfer by operation of law, whereunder Mortgagor or, in the Notecase of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Premises or of an ownership interest in Mortgagor; and any transfer of an ownership interest in a general or limited partnership, corporation or limited liability company holding an ownership interest in Mortgagor shall be deemed to be a transfer of such ownership interest in Mortgagor. Consent as to any one transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Without limiting the generality of the foregoing, there shall be no subordinate liens or financing relating to the Premises, other than the Junior Lien.

Due on Sale or Encumbrance. Neither Borrower, Mortgagor nor its sole member member, shall, without the prior written consent of LenderMortgagee: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower the Mortgagor or any indemnitor or guarantor under this Security Deed Mortgage or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower the Mortgagor (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower the Mortgagor or any of the direct or indirect owners of Borrower Mortgagor or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderMortgagee, Borrower Mortgagor shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender Mortgagee shall have the right, at its option, to declare the indebtedness secured by this Security Deed Mortgage immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. Neither BorrowerOther than in connection with any new debt from a lender not affiliated with Borrower in an amount sufficient to repay all of the Loan (other than the Extension Eligible Portion) without Lender's consent, which consent may be given or withheld in the sole discretion of Lender, neither Borrower nor its sole member any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in Borrower (at each and every tier or level of ownership) shall, or permit other Persons, including, without limitation, Eilian, to Transfer (whether or not for consideration or of record), all or any portion of the prior written consent Collateral or any direct or indirect legal, equitable, beneficial or other interest (1) in all or any portion of Lender: the Collateral; (i2) createin Borrower; or (3) at each and every tier or level of ownership, effectin Borrower's direct or indirect partners, consent tomembers, suffer shareholders, beneficial or constituent owners (or the direct or indirect owners of any direct or indirect interests in any such constituent owners), including (a) an installment sales agreement for a price to existbe paid in installments; (b) any direct or indirect voluntary or involuntary sale of any ownership interest in Borrower or other Person directly or indirectly owning any direct or indirect interest in Borrower; (c) the creation, assumeissuance or redemption of direct or indirect ownership interests by Borrower or any Person owning a direct or indirect interest in Borrower (at each every tier or level of ownership); (d) any merger, incurconsolidation, permit dissolution or liquidation; and (voluntarily e) without limitation of any of the foregoing, any direct or involuntarily, indirect voluntary or involuntary Transfer by any Person which indirectly controls Borrower (by operation of law or otherwise) any of its direct or indirect conveyancecontrolling interests in Borrower. Notwithstanding the foregoing, salethe following shall not be deemed to be prohibited under this Section 6.8: Transfers to a Family Member or trust for the benefit of a Family Member by devise or descent or by operation of law, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or an indirect ownership interest in Borrower Borrower, by the current owner thereof to a Family Member of such current owner (or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer a trust for the benefit of any such Family Members) and Transfers of ownership interest interests in a Person whose stock is listed or quoted on the New York Stock Exchange, the American Stock Exchange or NASDAQ, so long as (x) no such transfers described in parts (i), (ii) and (iii) of this sentence result in any Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect owner of a legal or beneficial interest in Borrower (includingif such Person or Group did not, without limitation its partnersprior to the Transfer, members, trustees, beneficiaries or shareholders); own at least forty-nine percent (vii49%) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners ownership interests in Borrower), and (y) no Change in Control occurs by virtue of such Transfers. Borrower acknowledges that Lender has examined and relied on the experience of Borrower or and its members and principals in agreeing to make the conversion Loan and will continue to rely on such ownership of one type Borrower as security for repayment of legal entity into another type the Loan and the performance of legal entitythe other Obligations. Except as expressly consented Notwithstanding anything to the contrary contained herein, in writing by Lender, Borrower no event shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred indirect interest in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its option, Borrower be Transferred to declare the indebtedness secured by this Security Deed immediately due and payable, irrespective of the maturity date specified in the Notean Embargoed Person.

Due on Sale or Encumbrance. Neither Borrower, Trustor nor its sole member any principal of Trustor shall, without the prior written consent of LenderBeneficiary: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "“Transfer"”) of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or of equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower the Trustor or any indemnitor or guarantor under the Note, this Security Deed of Trust or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower the Trustor (including, without limitation its partners, members, trustees, beneficiaries or shareholders); or (vii) permit or suffer the merger, dissolution, liquidation, liquidation or consolidation of Borrower the Trustor or any of the direct or indirect owners of Borrower Trustor or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderBeneficiary, Borrower Trustor shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the fee Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender Beneficiary shall have the right, at its option, to declare the indebtedness secured by this Security Deed of Trust immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. Neither BorrowerExcept for a Transfer of the Release Property upon the satisfaction of the Subdivision and Partial Release Requirements, without Lender’s consent, which consent may be given or withheld in the sole discretion of Lender, neither Borrower nor its sole member any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in Borrower (at each and every tier or level of ownership) shall, without the prior written consent of Lender: (i) create, effect, consent or permit other Persons to, suffer Transfer (whether or not for consideration or of record) all or any portion of the Mortgaged Property or any direct or indirect legal, equitable, beneficial or other interest (1) in all or any portion of the Mortgaged Property; (2) in Borrower; or (3) at each and every tier or level of ownership, in Borrower’s direct or indirect partners, members, shareholders, beneficial or constituent owners including Borrower Representative, any owners of Borrower Representative (or the direct or indirect owners of any direct or indirect interests in any such constituent owners), including (a) an installment sales agreement for a price to existbe paid in installments; (b) any Leases (other than as permitted by Section 7.5) or a sale, assumeassignment or other transfer of, incuror the grant of a security interest in, permit Borrower’s right, title and interest in and to any Leases or any Rents; (voluntarily c) any direct or involuntarilyindirect voluntary or involuntary sale of any ownership interest in Borrower or other Person directly or indirectly owning any direct or indirect interest in Borrower; (d) the creation, issuance or redemption of direct or indirect ownership interests by Borrower or any Person owning a direct or indirect interest in Borrower (at each every tier or level of ownership); (e) any merger, consolidation, dissolution or liquidation; and (f) without limitation of any of the foregoing, any direct or indirect voluntary or involuntary Transfer by any Person which indirectly controls Borrower (by operation of law or otherwise) any of its direct or indirect conveyancecontrolling interests in Borrower. Notwithstanding the foregoing, salethe following shall not be deemed to be prohibited under this Section 7.12: (i) Transfers to a Family Member or trust for the benefit of a Family Member by devise or descent or by operation of law, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested a Transfer of its title an indirect ownership interest in Borrower, by the current owner thereof to a Family Member of such current owner (or a trust for the Property or benefit of any interest therein; such Family Members), (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title the Master Lease and Transfers by the Master Lessee to the Property or any portion thereof prior to extent permitted under the payment of the Note in accordance with its terms; Master Lease, (iv) enter into any lease giving Transfers of ownership interests in a Person whose stock is listed or quoted on the tenant any option to purchase New York Stock Exchange, the Property American Stock Exchange or any portion thereof; NASDAQ and (v) permit a Transfer or suffer any Transfer series of any related Transfers, or the creation or issuance of direct or indirect ownership interest interests in Borrower Carveout Guarantor, in connection with the merger, consolidation or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer reorganization of Carveout Guarantor, so long as, in the case of any ownership interest transactions described in clauses (i) through (v) above, either of the following is true: (x) no such transaction results in any Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect owner of a legal or beneficial interest in Borrower (includingif such Person or Group did not, without limitation its partnersprior to such transaction, members, trustees, beneficiaries or shareholders); own at least forty-nine percent (vii49%) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners ownership interests in Borrower); or (y) after giving effect to such transaction, both of Borrower the following conditions are satisfied: (I) the Tenant under the Master Lease is either Equinix or an entity that succeeds to the obligations of Equinix under the Master Lease (by assignment, operation of law or otherwise) and satisfies (or whose obligations under the Master Lease are guarantied by an entity that satisfies) the Investment Grade Criteria or the conversion Financial Strength Criteria and (II) either Equinix (or another entity that succeeds to the obligations of one type Equinix and satisfies the Investment Grade Criteria or the Financial Strength Criteria) remains obligated with respect to the Carveout Guaranty, the Environmental Indemnity Agreement and the Completion Guaranty or another entity that satisfies the Investment Grade Criteria or the Financial Strength Criteria assumes the obligations of legal entity into another type of legal entityCarveout Guarantor under the Carveout Guaranty, the Environmental Indemnity Agreement and the Completion Guaranty and executes such documents assuming the Carveout Guaranty, the Environmental Indemnity Agreement and the Completion Guaranty in form and substance reasonably acceptable to Lender. Except as expressly consented to in writing by LenderNotwithstanding the foregoing, Borrower shall may without Lender’s prior written approval, (i) grant or modify standard utility and telecommunication easements serving the Land, (ii) grant to one or more of its tenants or any third party the right to use on commercially reasonable terms the capacity of the fiber ring located on the Mortgaged Property, provided that such additional use does not incur impair or reduce the capacity required for the operation of data centers or IBX collocation facilities on any additional indebtedness portion of the Mortgaged Property, or (secured or unsecured, direct or contingentiii) other than unsecured debt or trade payables incurred sell Inventory in the ordinary course of business and transfer or dispose of tangible personal property to Persons that are not Borrower’s Affiliates, which tangible personal property is immediately replaced by an article of equivalent suitability and value or which is no longer necessary in connection with the operation of the Mortgaged Property provided that such transfer or disposal will (i) not have a Material Adverse Effect, (ii) not materially impair the utility of the Mortgaged Property, and (iii) not result in a reduction or abatement of, or right of offset against, the Gross Revenues payable under any Lease or otherwise, and provided that any tangible personal property acquired by Borrower (and not so disposed of) shall be subject to the Lien of the Mortgage. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and, as applicable, its general partners, members, principals and (if Borrower is a trust) beneficial owners in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan and will continue to rely on such ownership of the Mortgaged Property and Borrower as a means of maintaining the value of the Mortgaged Property as security for repayment of the Loan and the performance of the other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Borrower default in the repayment of the Loan or the performance of the other Obligations, Lender can recover the Loan by a sale of the Mortgaged Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at not be required to demonstrate any actual impairment of its option, security or any increased risk of default hereunder in order to declare the indebtedness secured by this Security Deed Loan immediately due and payablepayable upon any Default under this Section 7.12. Notwithstanding anything to the foregoing contained herein, irrespective other than transfers of stock in Carveout Guarantor, in no event shall the maturity date specified Mortgaged Property or any direct or indirect interest in the NoteBorrower be transferred to an Embargoed Person.

Due on Sale or Encumbrance. Neither BorrowerExcept for a Transfer of the Release Property pursuant to which the Partial Release Requirements are satisfied, without Lender’s consent, which consent may be given or withheld in the sole discretion of Lender, neither Borrower nor its sole member any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in Borrower (at each and every tier or level of ownership) shall, without the prior written consent of Lender: (i) create, effect, consent or permit other Persons to, suffer Transfer (whether or not for consideration or of record) all or any portion of the Mortgaged Property or any direct or indirect legal, equitable, beneficial or other interest (1) in all or any portion of the Mortgaged Property; (2) in Borrower; or (3) at each and every tier or level of ownership, in Borrower’s direct or indirect partners, members, shareholders, beneficial or constituent owners including Borrower Representative, any owners of Borrower Representative (or the direct or indirect owners of any direct or indirect interests in any such constituent owners), including (a) an installment sales agreement for a price to existbe paid in installments; (b) any Leases (other than as permitted by Section 7.5) or a sale, assumeassignment or other transfer of, incuror the grant of a security interest in, permit Borrower’s right, title and interest in and to any Leases or any Rents; (voluntarily c) any direct or involuntarilyindirect voluntary or involuntary sale of any ownership interest in Borrower or other Person directly or indirectly owning any direct or indirect interest in Borrower; (d) the creation, issuance or redemption of direct or indirect ownership interests by Borrower or any Person owning a direct or indirect interest in Borrower (at each every tier or level of ownership); (e) any merger, consolidation, dissolution or liquidation; and (f) without limitation of any of the foregoing, any direct or indirect voluntary or involuntary Transfer by any Person which indirectly controls Borrower (by operation of law or otherwise) any of its direct or indirect conveyancecontrolling interests in Borrower. Notwithstanding the foregoing, salethe following shall not be deemed to be prohibited under this Section 7.11: (i) Transfers to a Family Member or trust for the benefit of a Family Member by devise or descent or by operation of law, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or an indirect ownership interest in Borrower Borrower, by the current owner thereof to a Family Member of such current owner (or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer a trust for the benefit of any such Family Members), (iii) the Master Lease and Transfers by the Master Lessee to the extent permitted under the Master Lease and (iv) Transfers of ownership interest interests in a Person whose stock is listed or quoted on the New York Stock Exchange, the American Stock Exchange or NASDAQ, so long as (x) no such transfers described in parts (i), (ii) and (iv) of this sentence result in any Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect owner of a legal or beneficial interest in Borrower (includingif such Person or Group did not, without limitation its partnersprior to the Transfer, members, trustees, beneficiaries or shareholders); own at least forty-nine percent (vii49%) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners of Borrower or ownership interests in Borrower). Notwithstanding the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by Lenderforegoing, Borrower shall may without Lender’s prior written approval, (i) grant or modify standard utility and telecommunication easements serving the Land, (ii) grant to one or more of its tenants or any third party the right to use on commercially reasonable terms the capacity of the fiber ring located on the Mortgaged Property, provided that such additional use does not incur impair or reduce the capacity required for the operation of data centers or IBX collocation facilities in Building C, Building E and Building F or on any additional indebtedness portion of the Mortgaged Property, or (secured or unsecured, direct or contingentiii) other than unsecured debt or trade payables incurred sell Inventory in the ordinary course of business and transfer or dispose of tangible personal property to Persons that are not Borrower’s Affiliates, which tangible personal property is immediately replaced by an article of equivalent suitability and value or which is no longer necessary in connection with the operation of the Mortgaged Property provided that such transfer or disposal will (A) not have a Material Adverse Effect, (B) not materially impair the utility of the Mortgaged Property, and (C) not result in a reduction or abatement of, or right of offset against, the Gross Revenues payable under any Lease or otherwise, and provided that any tangible personal property acquired by Borrower (and not so disposed of) shall be subject to the Lien of the Mortgage. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and, as applicable, its general partners, members, principals and (if Borrower is a trust) beneficial owners in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan and will continue to rely on such ownership of the Mortgaged Property and Borrower as a means of maintaining the value of the Mortgaged Property as security for repayment of the Loan and the performance of the other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Borrower default in the repayment of the Loan or the performance of the other Obligations, Lender can recover the Loan by a sale of the Mortgaged Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at not be required to demonstrate any actual impairment of its option, security or any increased risk of default hereunder in order to declare the indebtedness secured by this Security Deed Loan immediately due and payablepayable upon any Default under this Section 7.11. Notwithstanding anything to the foregoing contained herein, irrespective other than transfers of stock in Carveout Guarantor, in no event shall the maturity date specified Mortgaged Property or any direct or indirect interest in the NoteBorrower be transferred to an Embargoed Person.

Due on Sale or Encumbrance. Neither Borrower(A) Without Lender’s consent, nor its which consent may be given or withheld in the sole member discretion of Lender, none of the Property Owners, TRT Holdco, TRS Holdco, Intervening Entities, Borrower or any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in the Borrower (at each and every tier or level of ownership) shall, without the prior written consent of Lender: (i) create, effect, consent or permit other Persons to, suffer Transfer (whether or not for consideration or of record) all or any portion of any Property, any legal, equitable, beneficial membership, ownership or other interests in any Property Owner, any Intervening Entity, TRT Holdco, TRS Holdco, Borrower or Collateral or any direct or indirect legal, equitable, beneficial or other interest (1) in all or any portion of any Property, any legal, equitable, beneficial membership, ownership or other interests in any Property Owner or Collateral; (2) in any Property Owner, TRT Holdco, TRS Holdco, any Intervening Entity or Borrower; or (3) at each and every tier or level of ownership, in Borrower’s, TRT Holdco, TRS Holdco’s, Intervening Entities’ or Property Owners’ direct or indirect partners, members, shareholders, beneficial or constituent owners including any owners of the direct or indirect owners of any direct or indirect interests in any such constituent owners, including (a) an installment sales agreement for a price to existbe paid in installments; (b) a sale, assumeassignment or other transfer of, incuror the grant of a security interest in, permit Property Owners’ right, title and interest in and to any Leases or any rents other than pursuant to the Senior Loan Documents or as permitted under this Agreement; (voluntarily c) any direct or involuntarilyindirect voluntary or involuntary sale of any ownership interest in any Property Owner, TRT Holdco, TRS Holdco, any Intervening Entity, Borrower or other Person directly or indirectly owning any direct or indirect interest in any Property Owner, any Intervening Entity, TRT Holdco, TRS Holdco or Borrower; (d) the creation, issuance or redemption of direct or indirect ownership interests by any Property Owner, any Intervening Entity, TRT Holdco, TRS Holdco or Borrower or any Person owning a direct or indirect interest in any Property Owner, any Intervening Entity, TRT Holdco, TRS Holdco or Borrower (at each every tier or level of ownership); (e) any merger, consolidation, dissolution or liquidation; and (f) without limitation of any of the foregoing, any direct or indirect voluntary or involuntary Transfer by any Person which indirectly controls any Property Owner, any Intervening Entity, TRT Holdco, TRS Holdco or Borrower (by operation of law or otherwise) any of its direct or indirect conveyancecontrolling interests in Property Owner, TRT Holdco, TRS Holdco, any Intervening Entity or Borrower. Notwithstanding the foregoing, the following shall not be deemed to be prohibited under this Section 7.8: (i) Transfers of direct or indirect ownership interests in Borrower so long as no Change of Control occurs by virtue of any such Transfers and no new equity invested in Borrower, Property Owner or any Intervening Entity in connection with such Transfer is paid to the original owner of the interest transferred; (ii) a sale or conveyance of a Property to a Person that is not a member of the DCTRT Group or any of their respective Affiliates (except and to the extent a sale to an Affiliate is a Permitted Affiliate Sale of a Property) so long as such sale or transfer complies with Section 7.8(B); (iii) Liens granted to secure a Senior Loan that is a Permitted Refinancing Loan; (iv) any Transfer, sale, assignment or issuance, from time to time, of (a) any securities in DCTRT, or (b) any operating partnership units in Carveout Guarantor, provided, however, that DCTRT and Carveout Guarantor shall continue to (x) Control directly or indirectly, the Borrower and the day to day operations of each Property on the date of (and, after giving effect to) such Transfer and (y) own, directly or indirectly, at least 25% of all equity interests in Borrower; (v) any Transfer, sale, assignment, transferor issuance from time to time, grant, lien, pledge, mortgage, security interest of all or other encumbrance or disposition (each substantially all of the foregoing defined as "Transfer") shares of the Property stock or an interest therein; (ii) be divested of its title to the Property assets in DCTRT or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related AgreementCarveout Guarantor; (vi) permit or suffer any Transfer by operation of law resulting from the merger, consolidation, or non-bankruptcy reorganization, of DCTRT or Carveout Guarantor; (viii) the listing of the securities in DCTRT or Carveout Guarantor on a national securities exchange; (ix) the conversion of DCTRT or Carveout Guarantor, or any ownership interest in subsidiary thereof (excluding Borrower, any direct Intervening Entity and any Property Owner), into an “open end fund”, or indirect owner (x) a sale, issuance or Transfer of a legal shares or beneficial interest in other securities of DCTRT or any of its affiliates (excluding Borrower, any Intervening Entity and any Property Owner) which are listed on any national securities exchange. Borrower (including, without limitation its acknowledges that Lender has examined and relied on the experience of the DCTRT Group and their general partners, members, trusteesprincipals and beneficial owners in owning and operating properties such as the Properties in agreeing to make the Loan and will continue to rely on such ownership of the Properties and Collateral, beneficiaries Property Owners, Intervening Entities, TRT Holdco, TRS Holdco and Borrower as a means of maintaining the value of the Collateral as security for repayment of the Loan and the performance of the other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties and Collateral so as to ensure that, should Borrower default in the repayment of the Loan or shareholders); (vii) permit or suffer the mergerperformance of the other Obligations, dissolution, liquidation, or consolidation Lender can recover the Loan by a sale of Borrower the Collateral. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of the direct or indirect owners of Borrower or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to default hereunder in writing by Lender, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its option, order to declare the indebtedness secured by this Security Deed Loan immediately due and payable, irrespective of the maturity date specified in the Notepayable upon any Default under this Section 7.8.

Due on Sale or Encumbrance. Neither BorrowerIn the event Grantor directly or indirectly sells, nor conveys, transfers, disposes of, or further encumbers all or any part of the Mortgaged Premises or any interest therein, or in the event any ownership interest in Grantor is directly or indirectly transferred or encumbered, or in the event Grantor or any owner of Grantor agrees so to do, in any case without the written consent of Beneficiary being first obtained (which consent Beneficiary may withhold in its sole member shalland absolute discretion), then, at the sole option of Beneficiary, Beneficiary may accelerate the Loan and declare the principal of and the accrued interest of the Note, and including all sums advanced hereunder with interest, to be forthwith due and payable, and thereupon the Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be and become [DEED OF TRUST] Loan No. 18855 immediately due and payable without presentment, demand or further notice of any kind. Without limiting the generality of the foregoing, a merger, consolidation, reorganization, entity conversion or other restructuring or transfer by operation of law, whereunder the Grantor or, in the case of an ownership interest, the holder of an ownership interest in Grantor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged Premises or of an ownership interest in Grantor. Consent as to any one transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Without limiting the generality of the foregoing, there shall be no subordinate financing relating to the Mortgaged Premises. Notwithstanding the foregoing, and provided no Event of Default (as hereinafter defined) has occurred and is continuing beyond any applicable notice and cure period, with the prior written consent of Lender: (i) createBeneficiary, effectwhich it may withhold in its sole and absolute discretion, consent to, suffer to exist, assume, incur, permit (voluntarily one transfer or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each conveyance of the foregoing defined as "Transfer"Mortgaged Premises or interest in Grantor to a transferee approved by Beneficiary in its sole and absolute discretion shall be permitted upon (a) execution by the transferee of an assumption agreement satisfactory to Beneficiary; (b) receipt by Beneficiary of a non-refundable fee equal to one percent (1%) of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment outstanding amount of the Note in accordance with its termsat the time of such sale and assumption; (ivc) enter into receipt by Beneficiary of an endorsement to Beneficiary’s title policy, in form and substance acceptable to Beneficiary; and (d) receipt by Beneficiary of opinions of counsel, and authorization documents of Grantor and the transferee, satisfactory to Beneficiary. Further, Beneficiary, in its sole and absolute discretion, may require individuals specifically named by Beneficiary to deliver to Beneficiary an Environmental Indemnification Agreement on Beneficiary’s standard form. The rights granted to Grantor in this paragraph are personal to the original Grantor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any lease giving transferee. Any such transfer and assumption will not release the tenant any option to purchase the Property original Grantor or any portion thereof; guarantor from any liability to Beneficiary without the written consent of Beneficiary, which consent may be given or withheld in Beneficiary’s sole and absolute discretion and may be conditioned upon the execution of new guaranties from the principals of the transferee, execution by the principals of the transferee of Beneficiary’s standard Environmental Indemnification Agreement, and such other requirements as Beneficiary may deem appropriate in its discretion. Further, notwithstanding the foregoing, either of the following may occur without the consent of Beneficiary: (va) permit transfers of shares in Xxxx Credit Property Trust II, Inc., Xxxx Credit Property Trust III, Inc. or suffer any Transfer other Xxxx-sponsored entity whose ownership interests are bought, sold and redeemed through U.S. broker-dealers, and (b) transfers of ownership interests in any Restricted Party and ownership interests in any member, partner or shareholder of any Restricted Party to any affiliate or subsidiary of a Restricted Party, provided that, at all times, Xxxxxxxxxxx X. Xxxx, Xxxx Holdings Corporation, Xxxx Credit Property Trust II, Inc. or Xxxx Credit Property Trust III, Inc. continues to “control” the Restricted Party, where the term “control” means the power to direct or indirect ownership interest the management and policies of the Restricted Party. For purposes of this paragraph, “Restricted Party” means Borrower and/or a guarantor of the Note. In all events, Beneficiary shall be notified in Borrower or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer advance of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower (includingproposed transfer, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidationand Grantor shall pay, or consolidation of Borrower or reimburse Beneficiary for, all costs and expenses associated with any [DEED OF TRUST] Loan No. 18855 proposed transfer of the direct Mortgaged Premises or indirect owners interests in Grantor that requires the consent of Borrower Beneficiary, whether or the conversion of one type of not consummated, including legal entity into another type of legal entity. Except as expressly consented to in writing by Lender, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its option, to declare the indebtedness secured by this Security Deed immediately due fees and payable, irrespective of the maturity date specified in the Notecosts.

Due on Sale or Encumbrance. Neither Borrower(a) In the event Mortgagor directly or indirectly sells, nor its sole member shallconveys, without the prior written consent of Lender: (i) createtransfers, effectdisposes of, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law further encumbers all or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each part of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property Mortgaged Premises or any interest therein; (iii) enter into a contract to sell , or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of event any ownership interest in Mortgagor (including without limitation voting rights in respect thereof) is directly or indirectly issued, transferred or encumbered, or in the event Mortgagor or any direct or indirect owner of a legal or beneficial Mortgagor agrees so to do, in any case without the written consent of Mortgagee being first obtained (which consent Mortgagee may withhold in its sole and absolute discretion), then, at the sole option of Mortgagee, Mortgagee may accelerate the Loan and declare the principal of and the accrued interest in Borrower (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners of Borrower or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderNote, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection and including all sums advanced hereunder with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its optioninterest, to declare the indebtedness secured by this Security Deed immediately be forthwith due and payable, irrespective and thereupon the Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest xxxxxxx, shall be and become immediately due and payable without presentment, demand or further notice of any kind. Without limiting the generality of the maturity date specified foregoing, a merger, consolidation, reorganization, entity conversion or other restructuring or transfer by operation of law, whereunder Mortgagor or, in the Note.case of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged Premises or of an ownership interest in Mortgagor; and any transfer of an ownership interest in a general or limited partnership, corporation or limited liability company holding an ownership interest in Mortgagor shall be deemed to be a transfer of such ownership interest in Mortgagor. Consent as to any one transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Without limiting the generality of the foregoing, there shall be no subordinate financing relating to the Mortgaged Premises. Loan No. 19263

Due on Sale or Encumbrance. Neither Borrower(A) Without Lender’s consent, nor its which consent may be given or withheld in the sole member discretion of Lender, none of the Property Owners, Holdco, Intervening Entities, Borrower or any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in the Borrower (at each and every tier or level of ownership) shall, without the prior written consent of Lender: (i) create, effect, consent or permit other Persons to, suffer Transfer (whether or not for consideration or of record) all or any portion of any Property, any legal, equitable, beneficial membership, ownership or other interests in any Property Owner, any Intervening Entity, Holdco, Borrower or Collateral or any direct or indirect legal, equitable, beneficial or other interest (1) in all or any portion of any Property, any legal, equitable, beneficial membership, ownership or other interests in any Property Owner or Collateral; (2) in any Property Owner, Holdco, any Intervening Entity or Borrower; or (3) at each and every tier or level of ownership, in Borrower’s, Holdco’s, Intervening Entities’ or Property Owners’ direct or indirect partners, members, shareholders, beneficial or constituent owners including any owners of the direct or indirect owners of any direct or indirect interests in any such constituent owners, including (a) an installment sales agreement for a price to existbe paid in installments; (b) a sale, assumeassignment or other transfer of, incuror the grant of a security interest in, permit Property Owners’ right, title and interest in and to any Leases or any rents other than pursuant to the Senior Loan Documents or as permitted under this Agreement; (voluntarily c) any direct or involuntarilyindirect voluntary or involuntary sale of any ownership interest in any Property Owner, Holdco, any Intervening Entity, Borrower or other Person directly or indirectly owning any direct or indirect interest in any Property Owner, any Intervening Entity, Holdco or Borrower; (d) the creation, issuance or redemption of direct or indirect ownership interests by any Property Owner, any Intervening Entity, Holdco or Borrower or any Person owning a direct or indirect interest in any Property Owner, any Intervening Entity, Holdco or Borrower (at each every tier or level of ownership); (e) any merger, consolidation, dissolution or liquidation; and (f) without limitation of any of the foregoing, any direct or indirect voluntary or involuntary Transfer by any Person which indirectly controls any Property Owner, any Intervening Entity, Holdco or Borrower (by operation of law or otherwise) any of its direct or indirect conveyancecontrolling interests in Property Owner, Holdco, any Intervening Entity or Borrower. Notwithstanding the foregoing, the following shall not be deemed to be prohibited under this Section 7.8: (i) Transfers of direct or indirect ownership interests in Borrower so long as no Change of Control occurs by virtue of any such Transfers and no new equity invested in Borrower, Property Owner or any Intervening Entity in connection with such Transfer is paid to the original owner of the interest transferred; (ii) a sale or conveyance of a Property to a Person that is not a member of the DCTRT Group or any of their respective Affiliates (except and to the extent a sale to an Affiliate is a Permitted Affiliate Sale of a Property) so long as such sale or transfer complies with Section 7.8(B); (iii) Liens granted to secure a Senior Loan that is a Permitted Refinancing Loan; (iv) any Transfer, sale, assignment or issuance, from time to time, of (a) any securities in DCTRT, or (b) any operating partnership units in Carveout Guarantor, provided, however, that DCTRT and Carveout Guarantor shall continue to (x) Control directly or indirectly, the Borrower and the day to day operations of each Property on the date of (and, after giving effect to) such Transfer and (y) own, directly or indirectly, at least 25% of all equity interests in Borrower; (v) any Transfer, sale, assignment, transferor issuance from time to time, grant, lien, pledge, mortgage, security interest of all or other encumbrance or disposition (each substantially all of the foregoing defined as "Transfer") shares of the Property stock or an interest therein; (ii) be divested of its title to the Property assets in DCTRT or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related AgreementCarveout Guarantor; (vi) permit or suffer any Transfer by operation of law resulting from the merger, consolidation, or non-bankruptcy reorganization, of DCTRT or Carveout Guarantor; (viii) the listing of the securities in DCTRT or Carveout Guarantor on a national securities exchange; (ix) the conversion of DCTRT or Carveout Guarantor, or any ownership interest in subsidiary thereof (excluding Borrower, any direct Intervening Entity and any Property Owner), into an “open end fund”, or indirect owner (x) a sale, issuance or Transfer of a legal shares or beneficial interest in other securities of DCTRT or any of its affiliates (excluding Borrower, any Intervening Entity and any Property Owner) which are listed on any national securities exchange. Borrower (including, without limitation its acknowledges that Lender has examined and relied on the experience of the DCTRT Group and their general partners, members, trusteesprincipals and beneficial owners in owning and operating properties such as the Properties in agreeing to make the Loan and will continue to rely on such ownership of the Properties and Collateral, beneficiaries Property Owners, Intervening Entities, Holdco and Borrower as a means of maintaining the value of the Collateral as security for repayment of the Loan and the performance of the other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties and Collateral so as to ensure that, should Borrower default in the repayment of the Loan or shareholders); (vii) permit or suffer the mergerperformance of the other Obligations, dissolution, liquidation, or consolidation Lender can recover the Loan by a sale of Borrower the Collateral. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of the direct or indirect owners of Borrower or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to default hereunder in writing by Lender, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its option, order to declare the indebtedness secured by this Security Deed Loan immediately due and payable, irrespective of the maturity date specified in the Notepayable upon any Default under this Section 7.8.

Due on Sale or Encumbrance. Neither (A) Without Lender’s consent, which consent may be given or withheld in the sole discretion of Lender, neither Borrower nor any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in Borrower (at each and every tier or level of ownership up to the level of VantagePoint’s ownership of Borrower, nor its sole member ) shall, without the prior written consent of Lender: (i) create, effect, consent or permit other Persons to, suffer Transfer (whether or not for consideration or of record) all or any portion of the Mortgaged Property or any direct or indirect legal, equitable, beneficial or other interest (1) in all or any portion of the Mortgaged Property; or (2) in Borrower (if the, direct or indirect, effect thereof is a Change in Control or might result in a Change of Control in connection with remedial action or transfers in lieu of remedial actions), including (a) an installment sales agreement for a price to existbe paid in installments; (b) any Leases (other than as permitted by Section 7.5) or a sale, assumeassignment or other transfer of, incuror the grant of a security interest in, permit Borrower’s right, title and interest in and to any Leases; (voluntarily c) any direct or involuntarilyindirect voluntary or involuntary sale of any ownership interest in Borrower or other Person directly or indirectly owning any direct or indirect interest in Borrower; (d) the creation, issuance or redemption of direct or indirect ownership interests by Borrower or any Person owning a direct or indirect interest in Borrower (at each every tier or level of ownership); (e) any merger, consolidation, dissolution or liquidation; and (f) without limitation of any of the foregoing, any direct or indirect voluntary or involuntary Transfer by any Person which indirectly controls Borrower (by operation of law or otherwiseotherwise at each and every tier or level of ownership up to the level of VantagePoint’s ownership of Borrower) any of its direct or indirect conveyancecontrolling interests in Borrower. Notwithstanding the foregoing, salethe following shall not be deemed to be prohibited under this Section 7.11: (i) Transfers to the extent described in subsection (c), assignment(d), transfer, grant, lien, pledge, mortgage, security interest (e) or other encumbrance or disposition (each of the foregoing defined as "Transfer"f) of the Property preceding sentence, so long as no Change in Control occurs, either individually or an interest thereinin the aggregate, in a single transaction or series of related transactions, by virtue of such Transfers; (ii) be divested of its title to the Property or any interest thereina Qualified Public Offering; and (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to Qualified Sale Transaction. Notwithstanding the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners of Borrower or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by Lenderforegoing, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred may sell Inventory in the ordinary course of business and transfer or dispose of tangible personal property to Persons that are not Borrower’s Affiliates, which tangible personal property, to the extent included in the Mortgaged Property, is immediately replaced by an article of equivalent suitability and value or which is no longer necessary in connection with the operation of the Property. Upon Mortgaged Property provided that such transfer or disposal will (i) not have a Material Adverse Effect, and (ii) not materially impair the occurrence of any utility of the prohibited actions specified hereinMortgaged Property, then Lender and provided that any tangible personal property acquired by Borrower (and not so disposed of) shall have be subject to the right, at its option, to declare the indebtedness secured by this Security Deed immediately due and payable, irrespective Lien of the maturity date specified Mortgage. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its officers, shareholders and principals in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan and will continue to rely on such ownership of the Mortgaged Property and Borrower as a means of maintaining the value of the Mortgaged Property as security for repayment of the Loan and the performance of the other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Borrower default in the Noterepayment of the Loan or the performance of the other Obligations, Lender can recover the Loan by a sale of the Mortgaged Property.

Due on Sale or Encumbrance. Neither Borrower(a) Except as otherwise expressly set forth in this Agreement, nor its sole member shallin the event Grantor directly or indirectly sells, without the prior written consent of Lender: (i) createconveys, effecttransfers, consent todisposes of, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law further encumbers all or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each part of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property Premises or any interest therein; (iii) enter into a contract to sell , or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of event any ownership interest in Grantor (including without limitation voting rights in respect thereof) is directly or indirectly issued, transferred or encumbered, or in the event Grantor or any direct or indirect owner of a legal or beneficial Grantor agrees so to do, in any case without the written consent of Beneficiary being first obtained (which consent Beneficiary may withhold in its sole and absolute discretion), then, at the sole option of Beneficiary, Beneficiary may accelerate the Loan and declare the principal of and the accrued interest in Borrower (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct Note, and including all sums advanced hereunder or indirect owners of Borrower or otherwise payable under the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by Lender, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection Loan Documents with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its optioninterest, to declare the indebtedness secured by this Security Deed immediately be forthwith due and payable, irrespective and thereupon the Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder or otherwise payable under the Loan Documents, and interest thereon, shall be and become immediately due and payable without presentment, demand or further notice of any kind. Without limiting the generality of the maturity date specified foregoing, a merger, consolidation, reorganization, entity conversion or other restructuring or transfer by operation of law, whereunder Grantor or, in the Notecase of an ownership interest, the holder of an ownership interest in Grantor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Premises or of an ownership interest in Grantor; and any transfer of an ownership interest in a general or limited partnership, corporation or limited liability company holding an ownership interest in Grantor shall be deemed to be a transfer of such ownership interest in Grantor. Consent as to any one transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Without limiting the generality of the foregoing, there shall be no subordinate liens or financing relating to the Premises.

Due on Sale or Encumbrance. Neither Borrower, Trustor nor its sole member any principal of Trustor shall, without the prior written consent of LenderBeneficiary: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "“Transfer"”) of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any an option to purchase all or any portion of the Property or any interest therein that results in a transfer of possession or of equitable title to the Property or any portion thereof prior to the payment of the Note Loan in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion part thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower Trustor or any indemnitor or guarantor under this Security Deed of Trust or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower Trustor (including, without limitation its general partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, liquidation or consolidation of Borrower Trustor or any of the direct or indirect owners of Borrower Trustor or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderBeneficiary, Borrower Trustor shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender Beneficiary shall have the right, at its option, to declare the indebtedness secured by this Security Deed of Trust immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. Neither Borrower(a) Except as otherwise expressly set forth in the Senior Mortgage, nor its sole member shallin the event Mortgagor directly or indirectly sells, without the prior written consent of Lender: (i) createconveys, effecttransfers, consent todisposes of, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law further encumbers all or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each part of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property Premises or any interest therein; (iii) enter into a contract to sell , or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of event any ownership interest in Mortgagor (including without limitation voting rights in respect thereof) is directly or indirectly issued, transferred or encumbered, or in the event Mortgagor or any direct or indirect owner of a legal or beneficial Mortgagor agrees so to do, in any case without the written consent of Mortgagee being first obtained (which consent Mortgagee may withhold in its sole and absolute discretion), then, at the sole option of Mortgagee, Mortgagee may accelerate the Loan (as defined in the Senior Mortgage) and declare the principal of and the accrued interest in Borrower (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners of Borrower or the conversion of one type of legal entity into another type of legal entity. Except Note (as expressly consented to in writing by Lender, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred defined in the ordinary course of business in connection Senior Mortgage), and including all sums advanced hereunder with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its optioninterest, to declare the indebtedness secured by this Security Deed immediately be forthwith due and payable, irrespective and thereupon the Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable without presentment, demand or further notice of any kind. Without limiting the generality of the maturity date specified foregoing, a merger, consolidation, reorganization, entity conversion or other restructuring or transfer by operation of law, whereunder Mortgagor or, in the Notecase of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Premises or of an ownership interest in Mortgagor; and any transfer of an ownership interest in a general or limited partnership, corporation or limited liability company holding an ownership interest in Mortgagor shall be deemed to be a transfer of such ownership interest in Mortgagor. Consent as to any one transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Without limiting the generality of the foregoing, there shall be no subordinate liens or financing relating to the Premises.

Due on Sale or Encumbrance. Neither Borrower, Mortgagor nor its sole member shall, without the prior written consent of LenderMortgagee: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower the Mortgagor or any indemnitor or guarantor under this Security Deed Mortgage or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower the Mortgagor (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower the Mortgagor or any of the direct or indirect owners of Borrower Mortgagor or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderMortgagee, Borrower Mortgagor shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender Mortgagee shall have the right, at its option, to declare the indebtedness secured by this Security Deed Mortgage immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. Neither Borrower, Grantor nor its sole member shall, without the prior written consent of LenderBeneficiary: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "Transfer") of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower the Grantor or any indemnitor or guarantor under this Security Deed of Trust or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower the Grantor (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower the Grantor or any of the direct or indirect owners of Borrower Grantor or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderBeneficiary, Borrower Grantor shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender Beneficiary shall have the right, at its option, to declare the indebtedness secured by this Security Deed of Trust immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. Neither Borrower, Mortgagor nor its sole member any principal of Mortgagor shall, without the prior written consent of LenderMortgagee: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "“Transfer"”) of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable legal title to the Property or any portion thereof prior to the payment of the Note in full in accordance with its terms; (iv) enter into any lease Lease giving the tenant any option to purchase the Property or any portion thereof; (v) except as otherwise expressly permitted herein or in any Related Agreement, permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any entity comprising Mortgagor, in any indemnitor or guarantor under this Security Deed Mortgage or any Related Agreement; (vi) permit , or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower any entity comprising Mortgagor (including, without limitation its partners, members, trustees, beneficiaries or shareholders); or (viivi) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower any entity comprising Mortgagor or any of the direct or indirect owners of Borrower any entity comprising Mortgagor or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderMortgagee, Borrower Xxxxxxxxx shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its option, to declare the indebtedness secured by this Security Deed immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. Neither Borrower, Mortgagor nor its sole member shall, without the prior written consent of LenderMortgagee: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "“Transfer"”) of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower the Mortgagor or any indemnitor or guarantor under this Security Deed Mortgage or any of the Related AgreementAgreements; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower the Mortgagor (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower the Mortgagor or any of the direct or indirect owners of Borrower Mortgagor or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderMortgagee, Borrower Mortgagor shall not permit any additional encumbrances on the Property or incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender Mortgagee shall have the right, at its option, to declare the indebtedness secured by this Security Deed Mortgage immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. Neither Borrower, Trustor nor its sole member any principal of Trustor shall, without the prior written consent of LenderBeneficiary: (i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the foregoing defined as "“Transfer"”) of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any an option to purchase all or any portion of the Property or any interest therein that results in a transfer of possession or of equitable title to the Property or any portion thereof prior to the payment of the Note Loan in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion part thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower Trustor or any indemnitor or guarantor under this Security Deed of Trust or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower Trustor (including, without limitation its general partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, liquidation or consolidation of Borrower Trustor or any of the direct or indirect owners of Borrower Trustor or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by LenderBeneficiary, Borrower Trustor shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender Beneficiary shall have the right, at its option, to declare the indebtedness secured by this Security Deed of Trust immediately due and payable, irrespective of the maturity date specified in the NoteNotes. Notwithstanding the foregoing, it is understood and agreed by Beneficiary that AMERIVEST PROPERTIES INC., a Maryland corporation (“Properties”), may engage in the issuance and trading of stock in Properties as long as Properties maintains its status as a real estate investment trust.

Due on Sale or Encumbrance. Neither BorrowerBorrower shall not and shall not permit others to convey, nor its sole member shallassign, without the prior written consent of Lender: (i) createsell, effectmortgage, consent encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, suffer to existor otherwise dispose of (directly or indirectly, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any direct portion of any legal or indirect conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security beneficial interest (a) in all or other encumbrance or disposition (each of the foregoing defined as "Transfer") any portion of the Property or an interest thereinthe Leases; (iib) be divested if Borrower is a corporation, in the stock interest of its title to the Property Borrower or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer other beneficial owner of possession or equitable title to the Property all or any portion thereof prior to the payment of the Note in accordance with its termsProperty; (ivc) enter into any lease giving the tenant any option to purchase the Property in Borrower (or any portion thereoftrust of which Borrower is a trustee); or (vd) permit if Borrower is a limited or suffer general partnership, joint venture, trust, nominee trust, tenancy in common or other unincorporated form of business association or form of ownership, in any Transfer of any person, firm or entity having a direct or indirect legal or beneficial ownership interest in Borrower or Borrower, including any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any direct or indirect owner of a legal or beneficial interest in Borrower (including, without limitation its partners, members, trustees, beneficiaries or shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or consolidation any general partner of Borrower or in any of the direct or indirect owners of Borrower or the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by Lender, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred in the ordinary course of business in connection with the operation of the Property. Upon the occurrence shares of any corporate general partner of the prohibited actions specified hereinBorrower. Any such transfer or encumbrance, then as aforesaid, shall be deemed to be an Event of Default hereunder, and shall entitle Lender shall have the right, at its option, to declare the indebtedness secured by this Security Deed Loan immediately due and payable, irrespective together with any applicable Prepayment Fee. Notwithstanding the foregoing, up to twenty-five percent (25%), in the aggregate, of the maturity date specified ownership interest in Borrower may be transferred, subject to the security interest set forth in the NotePledge Agreement, with the prior written approval of Lender, such approval not to be unreasonably withheld or delayed. Any transferee pursuant to the preceding sentence shall execute any documentation reasonably required by Lender to evidence and confirm the security interest set forth in the Pledge Agreement.

Due on Sale or Encumbrance. Neither BorrowerWithout Lender’s consent, which consent may be given or withheld in the sole discretion of Lender, neither Borrower nor its sole member any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in Borrower (at each and every tier or level of ownership) shall, without the prior written consent of Lender: (i) create, effect, consent or permit other Persons to, suffer Transfer (whether or not for consideration or of record) all or any portion of the Mortgaged Property or any direct or indirect legal, equitable, beneficial or other interest (1) in all or any portion of the Mortgaged Property; (2) in Borrower; or (3) at each and every tier or level of ownership, in Borrower’s direct or indirect partners, members, shareholders, beneficial or constituent owners including Guarantor (or the direct or indirect owners of any direct or indirect interests in any such constituent owners), including (a) an installment sales agreement for a price to existbe paid in installments; (b) except as otherwise permitted pursuant to Section 7.5, assumeany Leases or a sale, incurassignment or other transfer of, permit or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (voluntarily c) any direct or involuntarilyindirect voluntary or involuntary sale of any ownership interest in Borrower or other Person directly or indirectly owning any direct or indirect interest in Borrower; (d) the creation, issuance or redemption of direct or indirect ownership interests by Borrower or any Person owning a direct or indirect interest in Borrower (at each every tier or level of ownership); (e) any merger, consolidation, dissolution or liquidation; and (f) without limitation of any of the foregoing, any direct or indirect voluntary or involuntary Transfer by any Person which indirectly controls Borrower (by operation of law or otherwise) any of its direct or indirect conveyancecontrolling interests in Borrower. Notwithstanding the foregoing, sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition the following shall not be deemed to be prohibited under this Section 7.11: (each of the foregoing defined as "Transfer"i) of the Property or an interest therein; (ii) be divested of its title to the Property or any interest therein; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or an indirect ownership interest in Borrower or any indemnitor or guarantor under Borrower, by the current owner thereof to a wholly-owned subsidiary of Guarantor and (ii) Transfers of ownership interests in a Person whose stock is publicly traded, so long as (x) no such transfers described in parts (i) and (ii) of this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest sentence result in any Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect owner of a legal or beneficial interest in Borrower (includingif such Person or Group did not prior to the Transfer, without limitation its partners, members, trustees, beneficiaries or shareholders); own at least forty-nine percent (vii49%) permit or suffer the merger, dissolution, liquidation, or consolidation of Borrower or any of the direct or indirect owners ownership interests in Borrower), unless such Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect interest in Borrower has a Credit Rating of Borrower “Baa2” or higher from Xxxxx’x or “BBB” or higher from S&P, or, as applicable, an equivalent rating from another Rating Agency, or, if such Person or Group is not rated by a Rating Agency, has (A) a Net Worth of $2,000,000,000 or more, (B) an EBITDA Interest Coverage of 6.0 or greater and (C) a Total Debt/Capitalization no greater than 30%, and (y) no Change in Control occurs by virtue of such Transfers (other than pursuant to clause (ii) of the conversion definition of one type “Change of legal entity into another type of legal entityControl”). Except as expressly consented to in writing by LenderNotwithstanding the foregoing, Borrower shall not incur any additional indebtedness (secured or unsecured, direct or contingent) other than unsecured debt or trade payables incurred may sell Inventory in the ordinary course of business and transfer or dispose of tangible personal property to Persons that are not Borrower’s Affiliates, which tangible personal property is immediately replaced by an article of equivalent suitability and value or which is no longer necessary in connection with the operation of the Mortgaged Property provided that such transfer or disposal will (i) not have a Material Adverse Effect; (ii) not materially impair the utility of the Mortgaged Property, and (iii) not result in a reduction or abatement of, or right of offset against, the Gross Revenues payable under any Lease or otherwise, and provided that any tangible personal property acquired by Borrower (and not so disposed of) shall be subject to the Lien of the Mortgage. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and Guarantor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan and will continue to rely on such ownership of the Mortgaged Property and Borrower and Guarantor as a means of maintaining the value of the Mortgaged Property as security for repayment of the Loan and the performance of the other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Borrower default in the repayment of the Loan or the performance of the other Obligations, Lender can recover the Loan by a sale of the Mortgaged Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at not be required to demonstrate any actual impairment of its option, security or any increased risk of default hereunder in order to declare the indebtedness secured by this Security Deed Loan immediately due and payable, irrespective of the maturity date specified in the Notepayable upon any Default under this Section 7.11.