Restrictions on Transfer and Encumbrance. Except for a Transfer or a Permitted Assumption expressly permitted under this Article XI, Leases entered into as permitted hereunder, and pledges in connection with the Mezzanine Loan, the Borrowers shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than the Permitted Encumbrances) of (i) all or any part of any Property or any interest therein, or (ii) any direct or indirect ownership or beneficial interest in any Borrower (other than to Mezzanine Lender), irrespective of the number of tiers of ownership, without Lender's consent.
Restrictions on Transfer and Encumbrance. Except as expressly permitted under this Article XI, transfers of Properties among the Borrowers (provided that appropriate amendments to the Loan Documents are delivered in connection with such transfer as are necessary to continue Lender's first priority perfected security interest in the Collateral), and Leases entered into as permitted hereunder, the Borrowers shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than the Permitted Encumbrances) of (i) all or any part of the Properties or any interest therein (except in connection with a termination permitted pursuant to Section 5.9, 5.23(A) or 5.24(A)), or (ii) any direct or indirect ownership or beneficial interest in any Borrower, the Guarantor or Manager, irrespective of the number of tiers of ownership without Lender's consent and receipt of a Rating Confirmation.
Restrictions on Transfer and Encumbrance. Except for a Transfer or a Permitted Assumption expressly permitted under this Article XI, the Borrower shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than the Permitted Encumbrances) of (i) all or any part of the Collateral, any Properties or any interest therein, or (ii) any direct or indirect ownership or beneficial interest in the Borrower or the Mortgage Borrowers, irrespective of the number of tiers of ownership, without Lender's consent.
Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to the Loan Agreement or this Agreement, Owner shall not directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property, the Project, or the improvements located on the Property, without the prior written consent of the City, which approval shall not be unreasonably withheld. In addition, prior to the expiration of the term of this Agreement, except as expressly permitted by this Agreement or the Loan Agreement, Owner shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Owner, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision.
Restrictions on Transfer and Encumbrance. Except as expressly permitted in this Article XI, no Borrower shall cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than Permitted Encumbrances) of (i) all or any part of any of the Properties or any interest therein, or (ii) any direct or indirect ownership or beneficial interest in any Borrower or Sole Member, irrespective of the number of tiers of ownership or any profits or proceeds of any such direct or indirect ownership interest, or (iii) any change of control of any Borrower or Sole Member (any of the foregoing, a “Transfer”) without the prior written consent of Lender, which Lender may withhold in its sole and absolute discretion.
Restrictions on Transfer and Encumbrance. Except as expressly permitted in this Article XI or as otherwise expressly permitted under this Loan Agreement or in the other Loan Documents, the Borrowers shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than Permitted Encumbrances) of (i) all or any part of any Property or any interest therein, or (ii) any direct or indirect ownership or beneficial interest in any Borrower, irrespective of the number of tiers of ownership, without the prior written consent of Lender.
Restrictions on Transfer and Encumbrance. Each of the Members hereby agrees that it shall not be permitted to Transfer, or create, incur or assume any Encumbrance with respect to, any of its Membership Units, and the Company shall be prohibited from registering any such Transfer or Encumbrance any of its corporate documents and books, except (i) where otherwise agreed upon in writing by all of the Members or (ii) for any Transfer made in accordance with the provisions of this Agreement. Any voluntary or involuntary Transfer or Encumbrance of Membership Units or rights to subscribe for additional Membership Units by the Members shall be subject to the provisions of this Agreement. Notwithstanding any provision to the contrary, the Members hereby agree and covenant not to Transfer to any Third Party any of their Membership Units before December 31, 2016.
Restrictions on Transfer and Encumbrance. Borrower acknowledges that the identity, creditworthiness and experience of Borrower and its constituents are material to Lender’s decision to make the Loan. Except as expressly provided in this Agreement, or as otherwise may be consented to by Lender (which consent may be withheld in Lender’s sole and absolute discretion), Borrower shall not cause or suffer to occur any (a) sale, transfer, pledge, or encumbrance of (i) all or any part of the Property or any direct or indirect interest therein, or (ii) any direct or indirect ownership or beneficial interest in any Individual Borrower, irrespective of the number of tiers of ownership or tiers of beneficial interest, or any profits or proceeds of any such direct or indirect ownership interest (other than the pledge of direct or indirect ownership interests in Borrower as collateral for the Mezzanine Loan), or(b) any change of Control of any Individual Borrower or any member or shareholder of any Individual Borrower (any of the foregoing, a “Transfer”). Any consent by Lender, if granted, may be subject to satisfaction of such conditions as Lender may specify. The term “Transfer” shall also include the creation or issuance of new stock, membership interests, partnership interests or other ownership or beneficial interests in any Individual Borrower or in any entity that owns, directly or indirect, any interest in any Individual Borrower, or any merger, Division or consolidation of any such Person; provided, however, that in no event shall the term “Transfer” include any cash distributions made to any direct or indirect partner, stockholder, member, beneficiary or other constituent of any Individual Borrower.
Restrictions on Transfer and Encumbrance. Except as expressly permitted under this Article XI or the applicable Annex regarding transfers of Sites and Contracts among the Obligors related the Company (provided that appropriate amendments to the Finance Document are delivered in connection with such transfer as are necessary to continue the Collateral Agent’s first priority perfected security interest in the Collateral), neither Company nor any of its Obligors shall cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than the Permitted Encumbrances) of (i) all or any part of its Sites or Contracts or any interest therein (except in connection with a termination permitted pursuant to Annex A-4 as applicable), or (ii) (except for transfer among the Company and its Obligors, or mergers among its Obligors, in each case, with consent of the Collateral Agent (acting pursuant to the written direction of the Majority Holders (such written direction not to be unreasonably withheld)) any direct or indirect ownership or beneficial interest in any Obligor, irrespective of the number of tiers of ownership without the Collateral Agent’s (acting pursuant to the written direction of the Majority Holders) prior written consent. The Company agrees that Parent shall not transfer ownership of the Servicer except as permitted by Section 11.2(B).
Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to the OPGA or this Agreement, Owner shall not make or permit the occurrence of any Transfer (as defined in the OPGA) of the Project or the Property without the prior written consent of the Agency; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to an entity in which an affiliate is the general partner or managing member shall require Agency consent.
