Common use of CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION Clause in Contracts

CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION. (a) Except as otherwise permitted by the provisions of this Section 10.01 or except to the extent permitted elsewhere in the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, Borrower will not (i) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer and/or other disposition of legal or equitable interest in all or any part of the Property, (ii) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer or other disposition of any direct or indirect ownership interests in Borrower (including, without limitation, any sale, assignment, conveyance, transfer or other disposition of (in each case, by operation of law or otherwise) any direct or indirect ownership interest in any SPE Entity), (iii) permit or suffer (by operation of law or otherwise) any mortgage, lien and/or other encumbrance of all or any part of the Property, (iv) permit or suffer (by operation of law or otherwise) any pledge, hypothecation, creation of a security interest in and/or other encumbrance of any direct or indirect ownership interest in Borrower (including, without limitation, any pledge, hypothecation, creation of a security interest in and/or other encumbrance of (in each case, by operation of law or otherwise) any direct or indirect ownership interest in any SPE Entity), (v) file a declaration of condominium with respect to the Property cause, or (vi) permit (A) any change in the organizational form of Borrower, any SPE Entity or any TRS Subsidiary or (B) any merger, reorganization, dissolution of Borrower or the general partners or members of Borrower (by operation of law or otherwise), including, without limitation, any conversion of the Borrower or any member or general partner of the Borrower to a limited partnership, a limited liability partnership or a limited liability company (any of the foregoing, a “Transfer”).

CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION. (a) Except as otherwise permitted by the provisions of this Section 10.01 or except to the extent permitted elsewhere in the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, Borrower Mortgagor will not (i) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer and/or other disposition of legal or equitable interest in all or any part of the Property, (ii) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer or other disposition of any direct or indirect ownership interests in Borrower Mortgagor (including, without limitation, any sale, assignment, conveyance, transfer or other disposition of (in each case, by operation of law or otherwise) any direct or indirect ownership interest in any SPE Entity), (iii) permit or suffer (by operation of law or otherwise) any mortgage, lien and/or other encumbrance of all or any part of the Property, (iv) permit or suffer (by operation of law or otherwise) any pledge, hypothecation, creation of a security interest in and/or other encumbrance of any direct or indirect ownership interest in Borrower Mortgagor (including, without limitation, any pledge, hypothecation, creation of a security interest in and/or other encumbrance of (in each case, by operation of law or otherwise) any direct or indirect ownership interest in any SPE Entity), (v) file a declaration of condominium with respect to the Property cause, or (vi) permit (A) any change in the organizational form of BorrowerMortgagor, any SPE Entity or any TRS Subsidiary or (B) any merger, reorganization, dissolution of Borrower Mortgagor or the general partners or members of Borrower Mortgagor (by operation of law or otherwise), including, without limitation, any conversion of the Borrower Mortgagor or any member or general partner of the Borrower Mortgagor to a limited partnership, a limited liability partnership or a limited liability company (any of the foregoing, a “Transfer”).

CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION. (a) Except as otherwise permitted by the provisions of specifically set forth in this Section 10.01 3.03, Mortgagor may not cause, permit, or except to suffer, without the extent permitted elsewhere prior written consent of Mortgagee in the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, Borrower will not its sole discretion: (i) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer and/or other disposition of legal or equitable interest in all or any part of the Property or any interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of, (ii) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer transfer, pledge or encumbrance of any interest in Mortgagor or any member's, partner's, shareholder's interest in Mortgagor or other disposition of any direct or indirect ownership interests in Borrower (including, without limitation, any sale, assignment, conveyance, transfer or other disposition of (in each case, by operation of law or otherwise) any direct or indirect ownership beneficial interest in any SPE Entity)Mortgagor, (iii) permit or suffer (by operation of law or otherwise) any mortgage, lien and/or other encumbrance than a pledge of all or any part a portion of the Property, JMB's or Urban's (iv) permit or suffer (by operation of law or otherwise) any pledge, hypothecation, creation of a security assuming Urban purchases JMB's interest in and/or other encumbrance of any Xxxxxx in accordance with the provisions hereof) direct or indirect ownership membership interest in Borrower (including, without limitation, any pledge, hypothecation, creation Xxxxxx to OPCC or a pledge of all or a security portion of OPCC's direct membership interest in and/or other encumbrance Xxxxxx to JMB or Urban as described in Section 8 of Exhibit E of Xxxxxx'x Operating Agreement provided no obligations or liabilities of Xxxxxx are affected as a result thereof; (in each case, by operation of law or otherwise) any direct or indirect ownership interest in any SPE Entity), (v) file a declaration of condominium with respect to the Property cause, or (vi) permit (Aiii) any change in the organizational form individuals comprising, or in the partners, or stockholders, or members or beneficiaries of, Mortgagor from those represented to Mortgagee on the date of Borrower, any SPE Entity or any TRS Subsidiary or this Mortgage; (Biv) any merger, reorganization, dissolution dissolution, conversion or other change in the ownership structure of Borrower Mortgagor or any of the general partners or members of Borrower (by operation of law or otherwise)Mortgagor, including, without limitation, any conversion of the Borrower Mortgagor or any member member, or general partner of the Borrower Mortgagor from corporation to a general or limited partnership, a limited liability partnership or a limited liability company company; or (v) any financing in addition to the Loan, except as otherwise specifically permitted in the Loan Documents, whether or not such financing is unsecured or is secured by a lien, security interest or other encumbrance of all or any part of the foregoingProperty (each a "Transfer", and collectively, "Transfers"). However, these prohibitions will not apply to transfers of ownership as a “Transfer”)result of the death, or in connection with estate planning, of a natural person to a spouse, son or daughter or descendant of either, or to a stepson or stepdaughter or descendant of either.

CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION. (a) Except as otherwise permitted by the provisions of this Section 10.01 or except to the extent permitted elsewhere in the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, Borrower Mortgagor will not (i) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer and/or other disposition of legal or equitable interest in all or any part of the Property, (ii) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer or other disposition of any direct or indirect ownership interests in Borrower Mortgagor (including, without limitation, any sale, assignment, conveyance, transfer or other disposition of (in each case, by operation of law or otherwise) any direct or indirect ownership interest in any SPE Entity), (iii) permit or suffer (by operation of law or otherwise) any mortgage, lien and/or other encumbrance of all or any part of the Property, (iv) permit or suffer (by operation of law or otherwise) any pledge, hypothecation, creation of a security interest in and/or other encumbrance of any direct or indirect ownership interest in Borrower Mortgagor (including, without limitation, any pledge, hypothecation, creation of a security interest in and/or other encumbrance of (in each case, by operation of law or otherwise) any direct or indirect ownership interest in any SPE Entity), (v) file a declaration of condominium with respect to the Property cause, or (vi) permit (A) any change in the organizational form of Borrower, any SPE Entity or any TRS Subsidiary or (B) any merger, reorganization, dissolution or other change in the ownership structure of Borrower or of the general partners or members of Borrower (by operation of law or otherwise), including, without limitation, any conversion of the Borrower or any member or general partner of the Borrower to a limited partnership, a limited liability partnership or a limited liability company (any of the foregoing, a “Transfer”).