Common use of Prohibition Against Conveyances, Encumbrances and Borrowing Clause in Contracts

Prohibition Against Conveyances, Encumbrances and Borrowing. Except with the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole and absolute discretion, and except as expressly permitted in Sections 8.2 and 8.3 below, (a) Borrower shall not sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options (other than lease extension options or expansion options to lease additional space under Acceptable Leases) with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record), all or any portion of any legal or beneficial interest in all or any portion of the Mortgaged Property including the Leases; provided, however, Leases entered into in accordance with Section 5.1 hereof shall not be prohibited hereby; and (b) no other Person shall sell, transfer, convey, assign or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any portion of any direct or indirect legal or beneficial interest in all or any direct ownership interest in Borrower, or pledge or encumber any direct ownership interest in Borrower, except for (i) the issuance, exchange, redemption or other transfer of common, preferred or other beneficial ownership interests in Sponsor through the New York Stock Exchange, the NASDAQ national market, or other national or international exchange; (ii) transfers of direct or indirect ownership interest in Borrower to Affiliates of Sponsor and/or to third parties, provided that at all times after any such transfer (w) Sponsor shall be the general partner of Xxxxxx XX and shall own directly or indirectly not less than fifty-one percent (51%) of the ownership interests in Xxxxxx XX, (x) Sponsor shall own directly or indirectly not less than fifty-one percent (51%) of the ownership interests in Borrower, (y) Sponsor directly or indirectly shall Control Borrower and (z) the Mortgaged Property shall be managed by Xxxxxx XX or by an Affiliate of Xxxxxx XX in accordance with Section 5.2 hereof; and (iii) transfers of common, preferred or other beneficial ownership interests in Sponsor pursuant to subparagraph E(2)(b) of Article IV of the Charter or any similar ownership and transfer restriction provision in any current or future articles supplementary filed with respect to a series of preferred beneficial interest in Sponsor.. In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property, or any beneficial interest in the Mortgaged Property, and any other financing obtained by Borrower or any Upstream Owner secured by any direct ownership interest in Borrower, shall not be permitted except with the prior written consent of Lender in each case. Without limiting Lender’s right to withhold its consent to any transfer or encumbrance, any transfer or encumbrance must be to or with a United States citizen or an entity owned or controlled by United States citizens which is not an OFAC Prohibited Person. All requests for Lender’s consent under this Section 8.1 shall be on a form previously acceptable to Lender in its reasonable discretion and shall be accompanied by the payment of Lender’s standard processing fee for such transactions then in effect. Lender’s consent to any of the foregoing actions, if given (in Lender’s sole discretion), may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a transfer or encumbrance fee and/or any other requirements of Lender. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 8.1, Borrower shall pay or reimburse Lender on demand for all reasonable expenses (including reasonable attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent the individual Upstream Owners from obtaining loans unrelated to (and not secured by any interest in) Borrower and the Mortgaged Property and are also not intended to prevent Borrower from incurring reasonable and customary trade payables which are not evidenced by a promissory note, not secured by any of the Mortgaged Property and are satisfied within sixty (60) days of incurrence.

Prohibition Against Conveyances, Encumbrances and Borrowing. A. Except with the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole Lender and absolute discretion, and except as expressly permitted otherwise provided in Sections 8.2 2.17(C) and 8.3 below2.17(D) hereof, (a) neither Borrower nor any Person shall not sell, transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options (other than lease extension options or expansion options to lease additional space under Acceptable Leases) with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record), all or any portion of any legal or beneficial interest in all or any portion of the Mortgaged Property including the Leases; provided, however, Leases entered into in accordance with Section 5.1 hereof shall not be prohibited hereby; and (b) no other Person shall sell, transfer, convey, assign or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any portion of any direct or indirect legal or beneficial interest in in: (a) all or any direct ownership interest in Borrower, portion of the Mortgaged Property including the Leases; or pledge (b) all or encumber any direct ownership interest in Borrower, except for (i) the issuance, exchange, redemption or other transfer of common, preferred or other beneficial ownership interests in Sponsor through the New York Stock Exchange, the NASDAQ national market, or other national or international exchange; (ii) transfers of direct or indirect ownership interest in Borrower to Affiliates of Sponsor and/or to third parties, provided that at all times after any such transfer (w) Sponsor shall be the general partner of Xxxxxx XX and shall own directly or indirectly not less than fifty-one percent (51%) of the ownership interests in Xxxxxx XX, (x) Sponsor shall own directly or indirectly not less than fifty-one percent (51%) of the ownership interests in Borrower, (y) Sponsor directly or indirectly shall Control Borrower and (z) the Mortgaged Property shall be managed by Xxxxxx XX or by an Affiliate of Xxxxxx XX in accordance with Section 5.2 hereof; and (iii) transfers of common, preferred or other beneficial ownership interests in Sponsor pursuant to subparagraph E(2)(b) of Article IV of the Charter or any similar ownership and transfer restriction provision in any current or future articles supplementary filed with respect to a series of preferred beneficial interest in Sponsor.. Upstream Owner. In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property, or any beneficial interest in the Mortgaged Property, Property and any other financing obtained by Borrower mezzanine or any Upstream Owner other financing, secured by any direct ownership interest in BorrowerBorrower or in any Upstream Owner, shall not be permitted except with the prior written consent of Lender and as provided in each caseSection 2.17(C) and 2.17(D) hereof. Without limiting Lender’s right to withhold its consent to any transfer or encumbranceencumbrance not otherwise permitted below, any transfer or encumbrance (even those permitted below) must be to or with a United States citizen or an entity owned or controlled by United States citizens which is not an OFAC Prohibited Person. Additionally, without limiting the generality of the foregoing, until the Loan has been paid in full, Xxxx Credit shall remain a wholly-owned subsidiary of Xxxx Corporation. All requests for Lender’s consent under this Section 8.1 2.17 shall be on a form previously acceptable to approved by Lender in its reasonable discretion and shall be accompanied by the payment of Lender’s standard processing fee for such transactions then in effect. Lender’s consent to any of the foregoing actions, if given (in Lender’s sole discretion), may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreementthe Note, the payment of a transfer or encumbrance fee and/or any other requirements of Lender. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 8.12.17, Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable expenses (including reasonable attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent the individual Principals or Upstream Owners from obtaining personal loans unrelated to (and not secured by any interest in) Borrower and the Mortgaged Property and are also not intended to prevent Borrower from incurring reasonable and customary trade payables which and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are normal and reasonable under the circumstances that will be satisfied within 60 days of incurrence, provided that such debt is not evidenced by a promissory note, not secured by any of the Mortgaged Property note and are satisfied within sixty (60) days of incurrenceis paid when due.

Prohibition Against Conveyances, Encumbrances and Borrowing. Except with the prior written consent of Lender, which consent may be granted or withheld in Lender’s 's sole and absolute discretion, and except as expressly permitted in Sections 8.2 8.2, 8.3, 8.4 and 8.3 8.5 below, (a) neither Borrower nor any Person shall not sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options (other than lease extension options or expansion options to lease additional space under Acceptable Leases) with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record), all or any portion of any legal or beneficial interest in all or any portion of the Mortgaged Property including the Leases; provided, however, Leases entered into in accordance with Section 5.1 hereof shall not be prohibited hereby; and (beach a "Transfer") no other Person shall sell, transfer, convey, assign or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any portion of any direct or indirect legal or beneficial interest in in: (a) all or any direct ownership interest in Borrower, portion of the Mortgaged Property including the Leases; or pledge (b) all or encumber any direct ownership interest in Borrower, except for (i) the issuance, exchange, redemption or other transfer of common, preferred or other beneficial ownership interests in Sponsor through the New York Stock Exchange, the NASDAQ national market, or other national or international exchange; (ii) transfers of direct or indirect ownership interest in Borrower to Affiliates of Sponsor and/or to third parties, provided that at all times after any such transfer (w) Sponsor shall be the general partner of Xxxxxx XX and shall own directly or indirectly not less than fifty-one percent (51%) of the ownership interests in Xxxxxx XX, (x) Sponsor shall own directly or indirectly not less than fifty-one percent (51%) of the ownership interests in Borrower, (y) Sponsor directly or indirectly shall Control Borrower and (z) the Mortgaged Property shall be managed by Xxxxxx XX or by an Affiliate of Xxxxxx XX in accordance with Section 5.2 hereof; and (iii) transfers of common, preferred or other beneficial ownership interests in Sponsor pursuant to subparagraph E(2)(b) of Article IV of the Charter or any similar ownership and transfer restriction provision in any current or future articles supplementary filed with respect to a series of preferred beneficial interest in Sponsor.. . In furtherance of the foregoing, but without in any way limiting the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property, or any beneficial interest in the Mortgaged Property, and any other financing obtained by Borrower mezzanine or any Upstream Owner other financing, secured by any direct ownership interest in Borrower, shall not be permitted except with the prior written consent of Lender in each casecase or except as otherwise expressly permitted under this Agreement with respect to mechanics liens, equipment leases and tax liens. Without limiting Lender’s 's right to withhold its consent to any transfer or encumbranceencumbrance prohibited hereunder, any transfer or encumbrance must be to or with a United States citizen or an entity owned or controlled by United States citizens which Person who is not, and is not an Affiliate of, an OFAC Prohibited Person. All requests for Lender’s 's consent under this Section 8.1 shall be on a form previously acceptable to Lender in its reasonable discretion and shall be accompanied by the payment of Lender’s 's standard processing fee for such transactions then in effect. Lender’s 's consent to any of the foregoing actions, if given (in Lender’s 's sole discretion), may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a transfer or encumbrance fee and/or any other requirements of Lender. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 8.1, Borrower shall pay or reimburse Lender on demand for all reasonable expenses (including reasonable attorneys’ ' fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent the individual Upstream Owners Person who owns an indirect interest in Borrower from obtaining personal loans unrelated to (and not secured by any interest in) Borrower and the Mortgaged Property and are also not intended to prevent Borrower from incurring incurring, subject to Borrower's Limited Purpose Entity requirements, reasonable and customary trade payables which and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property, provided they are paid in the ordinary course of business within 120 days of their incurrence and are not evidenced by a promissory note, not secured by any of the Mortgaged Property and are satisfied within sixty (60) days of incurrence.

Prohibition Against Conveyances, Encumbrances and Borrowing. Except with the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole and absolute discretion, and except as expressly permitted in Sections 8.2 and 8.3 below, (a) Borrower shall not sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options (other than lease extension options or expansion options to lease additional space under Acceptable Leases) with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record), all or any portion of any legal or beneficial interest in all or any portion of the Mortgaged Property including the Leases; provided, however, Leases entered into in accordance with Section 5.1 hereof shall not be prohibited hereby; and (b) no other Person shall sell, transfer, convey, assign or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any portion of any direct or indirect legal or beneficial interest in all or any direct ownership interest in Borrower, or pledge or encumber any direct ownership interest in Borrower, except for (i) the issuance, exchange, redemption or other transfer of common, preferred or other beneficial ownership interests in Sponsor through the New York Stock Exchange, the NASDAQ national market, or other national or international exchange; (ii) transfers of direct or indirect ownership interest in Borrower to Affiliates of Sponsor and/or to third parties, provided that at all times after any such transfer (w) Sponsor shall be the general partner of Xxxxxx XX and shall own directly or indirectly not less than fifty-one percent (51%) of the ownership interests in Xxxxxx XX, (x) Sponsor shall own directly or indirectly not less than fifty-one percent (51%) of the ownership interests in Borrower, (y) Sponsor directly or indirectly shall Control Borrower and (z) the Mortgaged Property shall be managed by Xxxxxx XX or by an Affiliate of Xxxxxx XX in accordance with Section 5.2 hereof; and (iii) transfers of common, preferred or other beneficial ownership interests in Sponsor pursuant to subparagraph E(2)(b) of Article IV of the Charter or any similar ownership and transfer restriction provision in any current or future articles supplementary filed with respect to a series of preferred beneficial interest in Sponsor.. . In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property, or any beneficial interest in the Mortgaged Property, and any other financing obtained by Borrower or any Upstream Owner secured by any direct ownership interest in Borrower, shall not be permitted except with the prior written consent of Lender in each case. Without limiting Lender’s right to withhold its consent to any transfer or encumbrance, any transfer or encumbrance must be to or with a United States citizen or an entity owned or controlled by United States citizens which is not an OFAC Prohibited Person. All requests for Lender’s consent under this Section 8.1 shall be on a form previously acceptable to Lender in its reasonable discretion and shall be accompanied by the payment of Lender’s standard processing fee for such transactions then in effect. Lender’s consent to any of the foregoing actions, if given (in Lender’s sole discretion), may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a transfer or encumbrance fee and/or any other requirements of Lender. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 8.1, Borrower shall pay or reimburse Lender on demand for all reasonable expenses (including reasonable attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent the individual Upstream Owners from obtaining loans unrelated to (and not secured by any interest in) Borrower and the Mortgaged Property and are also not intended to prevent Borrower from incurring reasonable and customary trade payables which are not evidenced by a promissory note, not secured by any of the Mortgaged Property and are satisfied within sixty (60) days of incurrence.

Prohibition Against Conveyances, Encumbrances and Borrowing. Except with the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole and absolute discretion, and except as expressly permitted in Sections 8.2 and 8.3 below8.3, neither Borrower nor any other Person shall (the events in (a) Borrower shall not and (b), collectively, a "Conveyance") (a) sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options (other than lease extension options or expansion options to lease additional space under Acceptable Leases) with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record)including, all or without limitation, any portion of any legal or beneficial interest in all or any portion of the Mortgaged Property including the Leases; provided, however, Leases entered into in accordance with Section 5.1 hereof shall not be prohibited hereby; and (b) no other Person shall sell, transfer, convey, assign or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwiseDivision, and whether or not for consideration or of record) all or any portion of any direct or indirect legal or beneficial interest in in: (i) all or any direct ownership interest in Borrower, portion of the Mortgaged Property including the Leases; or pledge or encumber any direct ownership interest in Borrower, except for (i) the issuance, exchange, redemption or other transfer of common, preferred or other beneficial ownership interests in Sponsor through the New York Stock Exchange, the NASDAQ national market, or other national or international exchange; (ii) transfers of direct all or indirect any ownership interest in Borrower to Affiliates or in any Upstream Owner, except that Conveyances of Sponsor and/or to third parties, provided that at all times after any such transfer (w) Sponsor publicly traded shares in any Upstream Owner shall be specifically permitted without the general partner consent of Xxxxxx XX and shall own directly Lender; or indirectly not less than fifty-one percent (51%b) take any action that would result in a change in Control of the ownership interests in Xxxxxx XX, (x) Sponsor shall own directly Borrower or indirectly not less than fifty-one percent (51%) of the ownership interests in Borrower, (y) Sponsor directly or indirectly shall Control Borrower and (z) the Mortgaged Property shall be managed by Xxxxxx XX or by an Affiliate of Xxxxxx XX in accordance with Section 5.2 hereof; and (iii) transfers of common, preferred or other beneficial ownership interests in Sponsor pursuant to subparagraph E(2)(b) of Article IV of the Charter or any similar ownership and transfer restriction provision in any current or future articles supplementary filed with respect to a series of preferred beneficial interest in Sponsor.. Indemnitor. In furtherance of the foregoing, except for pledges in connection with a loan or line of credit in favor of the Trust that is secured by all or substantially all of the assets of the Trust (provided that enforcement of such pledge would not cause a violation of Section 8.2), subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged PropertyProperty (including a XXXX Xxxx), or any beneficial interest in the Mortgaged Property, and any other financing obtained by Borrower mezzanine or any Upstream Owner other financing, whether unsecured or secured by any direct ownership interest in BorrowerBorrower or in any Upstream Owner, shall not be permitted permitted, except with the prior written consent of Lender in each case. In addition, Borrower shall not incur or accept a PACE Loan, and shall not permit or suffer the existence of any XXXX Xxxx on all or any portion of the Mortgaged Property, in either case without Lender's prior written consent thereto. Without limiting Lender’s 's right to withhold its consent to any transfer or encumbranceConveyance, any transfer or encumbrance Conveyance must not be to a tenancy in common or with a United States citizen or an entity owned or controlled by United States citizens which is not an OFAC Prohibited Person. All requests for Lender’s 's consent under this Section 8.1 shall be on a form previously acceptable to approved by Lender in its reasonable discretion and shall be accompanied by the payment of Lender’s 's standard processing fee for such transactions then in effect. Lender’s 's consent to any of the foregoing actions, if given (in Lender’s sole discretion)given, may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a transfer or encumbrance fee and/or any other requirements of Lender. Notwithstanding the foregoing, Lender shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Lender require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 8.1, Borrower shall pay or reimburse Lender on within five (5) days after demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ ' fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent Borrower from entering into Leases that are Acceptable Leases, are not intended to prevent Borrower from disposing of obsolete personal property or worn personal property that is replaced with new personal property of similar utility, or to prevent the individual Upstream Owners (other than any general partner or managing member of Borrower or any other Upstream Owner that is required to comply with the provisions of Section 6.12) from obtaining personal loans unrelated to (and not secured by any interest in) Borrower and or the Mortgaged Property and are also not intended to prevent Borrower from incurring reasonable and customary equipment leases, trade payables which and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are reasonable and customary under the circumstances that will be satisfied when due and payable, provided that such debt is not evidenced by a promissory notenote and is paid when due and payable, not secured by any of the Mortgaged Property subject to reasonable and are satisfied within sixty (60) days of incurrencecustomary rights to contest such obligations, and provided there is sufficient projected Net Operating Income at such time to do so.