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

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a limited liability company, the change, removal, resignation or addition of a member or the transfer of the interest of any member; and (iv) any pledge, hypothecation, assignment, transfer or other encumbrance of any ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, Rents or any Rentsother Gross Revenue; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, or trust or other association, the change, removal, resignation or addition of a general partner, managing member, non-managing member, limited partner, joint venturer or member or beneficial or other interest, the transfer of the partnership interest of any general partner or limited partner, the transfer of the interest of any memberjoint venturer or member or beneficial or other direct or indirect ownership interest or the creation or issuance of new membership or partnership interests or beneficial or other ownership interests; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (ivvi) any action or occurrence which results in Key Principal no longer Controlling Borrower, (vii) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Ground Lease; (viii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower; and (ix) any exercise of any right of first refusal, right of first offer or other similar right to acquire and/or lease any additional real property, in each case, pursuant to the West End Supplemental Agreement (as defined on Schedule XIII hereto).

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has Agent and Lenders have examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property owned by Borrower as a means of maintaining the value of the Property Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has Agent and Lenders have a valid interest in maintaining the value of the Property Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender Agent can recover the Debt by a sale of the PropertyProperties. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without Without the prior written consent of Lender, butor as otherwise set forth in the applicable Approved Annual Budget, in each instance, subject to the provisions of Article 7, neither no Borrower Entity nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower Entity shall, and Borrower shall (i) not permit any Borrower Subsidiary to, and (ii) not permit any Borrower Subsidiary to permit any Mortgagor to, sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any interest in Infinet, any Collateral, any Mortgage Loan, any Mortgaged Property, any Real Property or any part thereof, any other assets of the Borrower or any Borrower Subsidiary, or any interest, direct or indirect, in Borrowerany Borrower Entity, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 4.2.1 shall be deemed to include (i) an installment sales agreement wherein any Borrower Entity agrees to sell the any Real Property or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower for the leasing of all or a substantial part of the any Real Property for any purpose other than the actual occupancy by a space Tenant tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrowerany Borrower Entity’s right, title and interest in and to any Leases or any Rents; (iii) if any Borrower Entity or any general partner, managing member or controlling shareholder of any such Borrower Entity is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if any Borrower Entity or any general partner, managing member or controlling shareholder of any such Borrower Entity is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrowerany Borrower Entity. Notwithstanding any term to the contrary contained in this Agreement, and notwithstanding any consent of Lender pursuant to the terms of this Section 4.2.1 with respect to a Transfer hereunder, if a Transfer made hereunder results in (i) a “Change in Control” pursuant to the Code, or (ii) an adverse effect on the value and utility of the built-in tax losses of any Borrower Entity, then any such Transfer shall be deemed to be in violation of the terms of this Agreement and shall be deemed to be void ab initio.

Due on Sale and Encumbrance; Transfers of Interests. (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property Collateral as a means of maintaining the value of the Property Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property Collateral so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertyCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or the Property Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in BorrowerBorrower or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include include, but not be limited to, (i) an installment sales agreement wherein Borrower Owner agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Owner for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a space Tenant tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerOwner’s right, title and interest in and to any Leases Leases, or any RentsGross Revenue; (iii) if Borrower or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; , and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or in any other Loan Party. (b) Notwithstanding the foregoing, a Transfer within the meaning of this Section 4.2 shall not include (i) dispositions of equipment and fixtures in the ordinary course of Owner’s business (including equipment or fixtures which are being replaced or which are no longer necessary in connection with the operation of the Property, provided that (1) such disposition in this parenthetical will not have a material adverse effect on or materially impair the utility of the applicable Individual Property (a “Material Adverse Effect”) and (2) any new equipment or fixtures acquired by Owner (and not so disposed of) shall be subject to the Lien of the Loan Documents (collectively, the “Disposition Conditions”)), (ii) Leases in effect on the date hereof or otherwise permitted by this Agreement, (iii) Permitted Encumbrances, (iv) easements and rights of way in the ordinary course of business that would not have a material adverse effect on the use, occupancy or access to the applicable Individual Property, and (v) subject to Section 5.3 hereof, transfers of portions of Individual Properties to Governmental Authorities for (1) dedication of such portion to a public use or (2) easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for purposes of public access, the placement of water and sewer lines, telephone and telegraph lines, electric lines or other utilities serving such Individual Property; provided no such transfers shall have any adverse effect on the first priority position of the Lien of the applicable Mortgage for the benefit of Mortgage Lender or any other Material Adverse Effect. In connection with any event specified in clause (i) above, Lender shall, from time to time, upon receipt of an officer’s certificate requesting the same and confirming satisfaction of the Disposition Conditions, execute a written instrument in form and substance reasonably satisfactory to Lender to confirm that such equipment or fixtures which are to be, or have been, sold or disposed of are free from the Lien of the Loan Documents; provided, Borrower shall reimburse Lender for its or its Servicer’s reasonable fees and expenses incurred in reviewing such instrument and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property Properties as a means of maintaining the value of the Property Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertyProperties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in BorrowerBorrower or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a space Tenant tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, or any RentsGross Revenue; (iii) if Borrower or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; , and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or in any other Loan Party. (b) Notwithstanding the foregoing, a Transfer within the meaning of this Section 4.2 shall not include (i) dispositions of equipment and fixtures in the ordinary course of Borrower’s business (including equipment or fixtures which are being replaced or which are no longer necessary in connection with the operation of the Property, provided that (1) such disposition in this parenthetical will not have a material adverse effect on or materially impair the utility of the applicable Individual Property (a “Material Adverse Effect”) and (2) any new equipment or fixtures acquired by Borrower (and not so disposed of) shall be subject to the Lien of the Loan Documents (collectively, the “Disposition Conditions”)), (ii) Leases in effect on the date hereof or otherwise permitted by this Agreement, (iii) Permitted Encumbrances, (iv) easements and rights of way in the ordinary course of business that would not have a material adverse effect on the use, occupancy or access to the applicable Individual Property, and (v) subject to Section 5.3 hereof, transfers of portions of Individual Properties to Governmental Authorities for (1) dedication of such portion to a public use or (2) easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for purposes of public access, the placement of water and sewer lines, telephone and telegraph lines, electric lines or other utilities serving such Individual Property; provided no such transfers shall have any adverse effect on the first priority position of the Lien of the applicable Mortgage or any other Material Adverse Effect. In connection with any event specified in clause (i) above, Lender shall, from time to time, upon receipt of an officer’s certificate requesting the same and confirming satisfaction of the Disposition Conditions, execute a written instrument in form and substance reasonably satisfactory to Lender to confirm that such equipment or fixtures which are to be, or have been, sold or disposed of are free from the Lien of the Loan Documents; provided, Borrower shall reimburse Lender for its or its Servicer’s reasonable fees and expenses incurred in reviewing such instrument and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. (a) Each of Borrower and Leasehold Pledgor acknowledges that Lender has examined and relied on the experience of Borrower and its members Leasehold Pledgor and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Leasehold Pledgor in owning and operating properties such as the Property Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s and Leasehold Pledgor’s ownership of the Property Collateral as a means of maintaining the value of the Property Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges and Leasehold Pledgor each acknowledge that Lender has a valid interest in maintaining the value of the Property Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Leasehold Pledgor default in the the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertyCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower none of Borrower, Leasehold Pledgor nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower Borrower, Leasehold Pledgor or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or the Property Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Leasehold Pledgor or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Leasehold Pledgor or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject the any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include include, but not be limited to, (i) an installment sales agreement wherein Borrower Owner agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Owner or Operating Lessee for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a space Tenant tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerOwner’s right, title and interest in and to any Leases Leases, or any RentsGross Revenue; (iii) if Borrower Borrower, Leasehold Pledgor or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower, Leasehold Pledgor or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Leasehold Pledgor or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Leasehold Pledgor or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; , and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Leasehold Pledgor or in any other Loan Party. (b) Notwithstanding the foregoing, a Transfer within the meaning of this Section 4.2 shall not include (i) dispositions of equipment and fixtures in the ordinary course of Owner’s or Operating Lessee’s business (including equipment or fixtures which are being replaced or which are no longer necessary in connection with the operation of the Property, provided that (1) such disposition in this parenthetical will not have a material adverse effect on or materially impair the utility of the applicable Individual Property (a “Material Adverse Effect”) and (2) any new equipment or fixtures acquired by Owner or Operating Lessee (and not so disposed of) shall be subject to the Lien of the Loan Documents (collectively, the “Disposition Conditions”)), (ii) Leases in effect on the date hereof or otherwise permitted by this Agreement, (iii) Permitted Transfers, (iv) easements and rights of way in the ordinary course of business that would not have a material adverse effect on the use, occupancy or access to the applicable Individual Property, and (v) subject to Section 5.3 hereof, transfers of portions of Individual Properties to Governmental Authorities for (1) dedication of such portion to a public use or (2) easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for purposes of public access, the placement of water and sewer lines, telephone and telegraph lines, electric lines or other utilities serving such Individual Property; provided no such transfers shall have any adverse effect on the first priority position of the Lien of the applicable Mortgage for the benefit of Mortgage Lender or any other Material Adverse Effect. In connection with any event specified in clause (i) above, Lender shall, from time to time, upon receipt of an officer’s certificate requesting the same and confirming satisfaction of the Disposition Conditions, execute a written instrument in form and substance reasonably satisfactory to Lender to confirm that such equipment or fixtures which are to be, or have been, sold or disposed of are free from the Lien of the Loan Documents; provided, Borrower shall reimburse Lender for its or its Servicer’s reasonable fees and expenses incurred in reviewing such instrument and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, Rents or any Rentsother Gross Revenue; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, or trust or other association, the change, removal, resignation or addition of a general partner, managing member, non-managing member, limited partner, joint venturer or member or beneficial or other interest, the transfer of the partnership interest of any general partner or limited partner, the transfer of the interest of any memberjoint venturer or member or beneficial or other direct or indirect ownership interest or the creation or issuance of new membership or partnership interests or beneficial or other ownership interests; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower; and (ivvii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower Borrower, Operating Lessee and its members their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower or Operating Lessee default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 77 and Section 5.3, neither Borrower Borrower, nor Operating Lessee, nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower Borrower, Operating Lessee or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, Operating Lessee or any SPC Party, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower or Operating Lessee agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee (other than the Operating Lease) for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower Borrower, Operating Lessee, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee, SPC Party, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, SPC Party, or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or any SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing member, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any joint venturer or member; , (v) any action or occurrence which results in Key Principal no longer Controlling Borrower, and (ivvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Borrower acknowledges that Lender has Agent and Lenders have examined and relied on the experience of each Mortgage Borrower and its members stockholders, general partners and members, as applicable, and principals of Mortgage Borrower in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on each Mortgage Borrower’s ownership of the Property owned by such Mortgage Borrower as a means of maintaining the value of the Property Properties and, as a result, the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has Agent and Lenders have a valid interest in maintaining the value of the Property Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender Agent can recover the Debt by a sale of the PropertyCollateral. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 7, neither Mortgage Borrower nor Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Mortgage Borrower or Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Property or any Collateral or any part thereof, or any interest, direct or indirect, in Mortgage Borrower or Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Mortgage Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Mortgage Borrower, Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Mortgage Borrower, Borrower, Guarantor or any general partner, managing member or controlling shareholder of Mortgage Borrower, Borrower or Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; (v) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Mortgage; and (ivvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Mortgage Borrower or Borrower. (b) Notwithstanding the provisions of this Section 4.2(b), except as permitted by Article 7 hereof (i) no Transfer of any direct interest in Mortgage Borrower is permitted without the written consent of Lender and (ii) Borrower shall not consent to or permit a Transfer of the Property by Mortgage Borrower if and to the extent permitted under Section 7 of the Mortgage Loan Agreement unless it obtains the prior written consent of Agent.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members Controlling owners, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower or any general partner, managing member or controlling shareholder of Borrower is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower or any general partner, managing member or controlling shareholder of Borrower is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower. Nothing herein shall restrict Borrower from entering into a purchase and sale agreement for the Property in anticipation of a Transfer and Assumption or prepayment that is permitted hereunder or otherwise approved by Lender, provided that in connection with an anticipated Transfer and Assumption, Borrower’s obligations under such purchase and sale agreement are expressly subject to compliance with the terms and provisions of this Agreement with respect to a Transfer and Assumption.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Borrower, other than the Ground Lease, for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, Rents or any Rentsother Gross Revenue; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a member general partner, managing member, non-managing member, limited partner, joint venturer or member, the transfer of the partnership interest of any general partner or limited partner, the transfer of the interest of any joint venturer or member; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower, (vii) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Ground Lease, except in accordance with the terms thereof; and (ivviii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the sale of any Individual Property or any part thereof pursuant to an installment sales agreement for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any RentsGross Revenue (provided, that, any Leases to Tenants such as WeWork Companies Inc. and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with this provision); (iii) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership and leasing of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject and except to the provisions of extent otherwise set forth in this Section 4.2 or Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in either Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in either Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein a Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Borrower, Guarantor or any general partner, managing member or controlling shareholder of a Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if a Borrower, any Guarantor or any general partner, managing member or controlling shareholder of a Borrower or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any memberjoint venturer or member (v) any surrender, termination, cancellation or assignment of the Operating Lease; (vi) any surrender, termination, cancellation, amendment, supplementation or other modification of the Condominium Documents and (ivvii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in BorrowerBorrower (provided that a Transfer shall not include a Management Agreement or Lease provided such Management Agreement or Lease is entered into strictly in accordance with the limitations of this Agreement and the other Loan Documents).

Due on Sale and Encumbrance; Transfers of Interests. (a) Borrower acknowledges that Lender has Agent and Lenders have examined and relied on the experience of Mortgage Borrower and its members stockholders, general partners and members, as applicable, and principals of Mortgage Borrower in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on Mortgage Borrower’s ownership of the Property owned by Mortgage Borrower as a means of maintaining the value of the Property Properties and, as a result, the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has Agent and Lenders have a valid interest in maintaining the value of the Property Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender Agent can recover the Debt by a sale of the PropertyCollateral. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 7, neither Mortgage Borrower nor Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Mortgage Borrower or Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Property or any Collateral or any part thereof, or any interest, direct or indirect, in Mortgage Borrower or Borrower, whether voluntarily or involuntarily or enter into or cause Mortgage Borrower to enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Mortgage Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Mortgage Borrower, Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Mortgage Borrower, Borrower, Guarantor or any general partner, managing member or controlling shareholder of Mortgage Borrower, Borrower or Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; (v) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Mortgage; and (ivvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Mortgage Borrower or Borrower. (b) Notwithstanding the provisions of this Section 4.2(b), except as permitted by Article 7 hereof (i) no Transfer of any direct interest in Mortgage Borrower is permitted without the written consent of Lender and (ii) Borrower shall not consent to or permit a Transfer of the Property by Mortgage Borrower if and to the extent permitted under Section 7 of the Mortgage Loan Agreement unless it obtains the prior written consent of Agent.

Due on Sale and Encumbrance; Transfers of Interests. (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral and operating in causing Mortgage Borrower to operate properties such as the Property in agreeing to make the Loan, and will continue to rely on Mortgage Borrower’s ownership of the Property as a means of maintaining the value of the Property Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property and the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertyCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower, Mortgage Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Mortgage Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or the Collateral or any part thereof, or any interest, direct or indirect, in Borrower or Mortgage Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Mortgage Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing member, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any joint venturer or member; and , (ivv) any action or occurrence which results in the Key Principal Ownership/Control Conditions to no longer be satisfied, (vi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in BorrowerBorrower or Mortgage Borrower and (vii) any deed-in-lieu or agreement to provide a deed-in-lieu of the Property or any portion thereof. (b) Notwithstanding the provisions of this Section 4.2, except as permitted by Article 7 hereof (i) no Transfer of any direct interest in Mortgage Borrower is permitted without the written consent of Lender and (ii) Borrower shall not consent to or permit a Transfer of the Property by Mortgage Borrower if and to the extent permitted under Section 7 of the Mortgage Loan Agreement unless it obtains the prior written consent of Lender.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing member, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any joint venturer or member; , (v) any action or occurrence which results in the Key Principal Ownership/Control Conditions to no longer be satisfied and (ivvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral and operating in causing Owner to operate properties such as the Property and the Worldwide Plaza Amenities in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property Collateral as a means of maintaining the value of the Property Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property Collateral, the Property, the Worldwide Plaza Amenities, the Membership Interests and the Pledged Mortgages so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertyCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower Borrower, Owner, any WWP Amenities Subsidiary nor any other Person having a direct or indirect ownership or beneficial interest in Borrower Borrower, Owner or any WWP Amenities Subsidiary shall sell, convey, mortgage, grant, release, bargain, encumber, pledge, assign or transfer the Property Collateral, the Property, the Worldwide Plaza Amenities, or any part thereof, or any interest, direct or indirect, in Borrower, any WWP Amenities Subsidiary or Owner whether voluntarily or involuntarily involuntarily, or enter into the Pledged Mortgages or subject the Property any documents related thereto or any amendment, supplement or other modification to a PACE Loan such documents (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower Worldwide Plaza Owner agrees to sell the Property (or Amenities Owner agrees to sell the Worldwide Plaza Amenities) or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Worldwide Plaza Owner or Amenities Owner for the leasing of all or a substantial part of the Property or the Worldwide Plaza Amenities, as applicable, for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerWorldwide Plaza Owner’s or Amenities Owner’s right, title and interest in and to any Leases or any RentsRents (other than the existing security interest evidenced by the Amenities Mortgages); (iii) if Borrower Borrower, Owner, any WWP Amenities Subsidiary, Guarantors or any general partner, managing member or controlling shareholder of Borrower, Owner, any WWP Amenities Subsidiary or Guarantors is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Owner, any WWP Amenities Subsidiary, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Owner, any WWP Amenities Subsidiary, or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Owner or any WWP Amenities Subsidiary; and (vi) EOP-NYCCA causing the delivery of a transfer notice under clause (ii) of Section 10.1 of the Recapitalization Agreement; provided, that a Transfer shall not include a sale, assignment or other transfer of limited partnership interests in Amenities Owner made in accordance with Section 7.2(g).

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges (a) Borrowers acknowledge that Agent and each Lender has examined and relied on the experience of Borrower and its Borrowers, their members and principals of Borrower Borrowers in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on Borrower’s Borrowers’ ownership of the Property Properties as a means of maintaining the value of the Property Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges Borrowers acknowledge that Agent and each Lender has a valid interest in maintaining the value of the Property Properties and the Collateral so as to ensure that, should Borrower Borrowers default in the repayment of the Debt or the performance of the Other Obligations, Lender Agent and Lenders can recover the Debt by a sale of the Property. Therefore, without Properties and/or the Collateral. (b) Without the prior written consent of LenderAgent, but, in each instance, subject and except to the provisions of Article 7extent otherwise set forth in this Section 4.2, neither Borrowers shall not, and shall not permit any Borrower nor Party or any other Person having a direct or indirect ownership or beneficial interest in any Borrower shall or Sole Member, whether voluntarily or involuntarily, to do any of the following (collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign assign, grant options with respect to, lease, license, rent, or otherwise transfer the or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Property or any part thereofthereof or any direct or indirect legal or beneficial interest therein or in any Borrower Party, directly or indirectly, at any tier of ownership, or (ii) permit a Sale or Pledge of any interest, direct or indirectindirect interest in any Borrower Party or any Person having a direct or indirect ownership or beneficial interest in a Borrower Party, in Borrowereach case, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan other than Permitted Transfers. (a “Transfer”). c) A Transfer within the meaning of this Section 4.2 shall include, but not be deemed to include limited to, (i) an installment sales agreement wherein any Borrower agrees to sell the Collateral, any Property or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower for the leasing of all or a substantial part portion of the any Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s right, title and interest in and to any Leases or any RentsGross Revenue; (iii) if a Borrower Party or its direct or indirect owners is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Borrower Party or its direct or indirect owners is a limited liability companyor general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a member general partner or the transfer Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Borrower Party or its direct or indirect owners is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non managing membership interests; (vi) if a Borrower Party or its direct or indirect owners is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in such Borrower Party or its direct or indirect owners or the creation or issuance of new legal or beneficial interests; (vii) any direct and/or indirect change of Control of any Borrower such that Guarantor no longer directly and/or indirectly Controls any Borrower; (viii) entering into any contract to do any of the foregoing (unless closing of such contract is conditioned on obtaining Agent’s consent); (ix) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the Ground Lease; or (x) any contractual arrangement intended to provide similar benefits (regardless of whether or not such benefits are limited to economic participation, control and/or otherwise) to the counterparties thereto as would be obtained by consummating a Transfer. Notwithstanding any other provision in this Agreement to the contrary (and notwithstanding the foregoing definition of “Transfer”)), for the avoidance of doubt, it is acknowledged and agreed that none of the following shall be treated as “Transfers” for purposes of this Agreement: (A) distributions of Available Cash to Borrower in accordance with Section 6.10.1(xii)(B) and any subsequent distribution of the same to any Borrower Party, and (ivB) dispositions and/or replacements of Equipment and other personal property in accordance with Section 4.12, and/or (C) the payment of Operating Expenses, Approved Capital Expenditures and Approved Extraordinary Expenditures in the ordinary course of operations and maintenance of the Properties, subject to Borrowers’ compliance with Article 6 hereof. (d) Notwithstanding anything to the contrary contained in this Section 4.2, and notwithstanding any pledgeother provision of this Agreement, hypothecationthe following Transfers (herein, assignment, transfer or other encumbrance of any ownership interest in Borrower.the

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined Except as set forth in a particular Loan Application (and relied on identified as an exception to the experience following covenants with respect to a particular Property), or as necessary or appropriate to implement the sale of Borrower and its members and principals of Borrower in owning and operating properties such as the a Property in agreeing to make the Loanaccordance with a Loan Application, and will continue to rely on Borrower’s ownership of the Property or as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that otherwise approved by Senior Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Thereforewriting, without the prior written consent of Senior Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in : (1) Borrower shall not (a) directly or indirectly sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer the Property or any part thereof, or any interest, direct or indirect, indirect interest in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the any Property or any part thereof for a price to be paid (including any partnership, member or any other ownership interest in installmentsBorrower or any Subsidiary or any partner or member thereof); (iib) an further encumber, alienate, grant a Lien or grant any other interest in any Property or xxx xxxx xxxreof (xxxxuding any partnership or other ownership interest in Borrower or any Subsidiary), whether voluntarily or involuntarily; or (c) enter into any easement or other agreement by granting rights in or restricting the use or development of any Property; provided, however, that Senior Lender shall not unreasonably withhold or delay its consent with respect to utility and other easements and restrictive covenants which do not in Senior Lender's reasonable judgment adversely affect any security interest or Lien granted to Senior Lender under the Senior Loan Documents; (2) no new general partner, member, or limited partner having the ability to control the affairs of Borrower for the leasing of all shall be admitted to or a substantial part created in Borrower or any Subsidiary (nor shall any existing general partner or member or controlling limited partner withdraw from Borrower or such Subsidiary, as applicable), and no change in Borrower's or any Subsidiary's organizational documents relating to control over Borrower or such Subsidiary, as applicable, and/or any Property shall be effected; and (3) no transfer shall be permitted of the Property for beneficial interest in Borrower, any purpose other than of its constituent members, any Subsidiary or any of the actual occupancy by a space Tenant thereunder or a Properties. As used in this Section 8.1, "transfer" shall include the sale, assignment or other transfer oftransfer, conveyance, mortgage, pledge, or assignment of the grant legal or beneficial ownership of a security interest in(a) any Property, Borrower’s right, title and (b) any partnership interest in and to any Leases or member of Borrower that is a partnership, (c) any Rents; (iii) if membership interest in any member of Borrower that is a limited liability company, and (d) any voting stock in any member of Borrower that is a corporation; "transfer" shall not include (i) the change, removal, resignation or addition leasing of a member or individual units within any Property so long as Borrower complies with the transfer provisions of the interest Senior Loan Documents relating to such leasing activity; or (ii) the transfers of any member; limited partner interests in Borrower so long as the provisions of Sections 8.1(2) and (iv) any pledge, hypothecation, assignment, transfer or other encumbrance of any ownership interest in Borrower.8.1

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges Borrowers acknowledge that Lender has examined and relied on the experience of each Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower Borrowers in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of the Property owned by such Borrower as a means of maintaining the value of the Property Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower Borrowers acknowledges that Lender has a valid interest in maintaining the value of the Property Properties so as to ensure that, should Borrower Borrowers default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertyProperties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither no Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Property or any part thereof, or any interest, direct or indirect, in Borrowerany Borrower or any SPC Party, whether voluntarily or involuntarily or enter into or subject the any Property to a PACE Loan (a “Transfer”). A Table of Contents Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein a Borrower agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a member general partner, managing member, non-managing member, limited partner, joint venturer or member, the transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any joint venturer or member; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower or any SPC Party; and (ivvii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrowerany Borrower or any SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has Agent and Lenders have examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property owned by Borrower as a means of maintaining the value of the Property Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has Agent and Lenders have a valid interest in maintaining the value of the Property Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender Agent can recover the Debt by a sale of the PropertyProperties. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members Controlling owners, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower or any general partner, managing member or controlling shareholder of Borrower is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower or any general partner, managing member or controlling shareholder of Borrower is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower. Nothing herein shall restrict Borrower from entering into a purchase and sale agreement for the Property in anticipation of a Transfer and Assumption or prepayment that is permitted hereunder or otherwise approved by Lender, provided that in connection with an anticipated Transfer and Assumption, Borrower’s obligations under such purchase and sale agreement are expressly subject to compliance with the terms and provisions of this Agreement with respect to a Transfer and Assumption.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral and operating in causing Senior Borrower to operate properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property Collateral as a means of maintaining the value of the Collateral and the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower, Senior Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Senior Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Collateral or the Property or any part thereof, or any interest, direct or indirect, in Borrower or Senior Borrower, whether voluntarily or involuntarily or enter into or subject the any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) the sale of any Individual Property or any part 36 Mezzanine Loan Agreement thereof pursuant to an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Senior Borrower for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Senior Borrower’s right, title and interest in and to any Leases or any RentsGross Revenue (provided, that, any Leases to Tenants such as WeWork Companies Inc. and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with this provision); (iii) if Borrower, Senior Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Senior Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Senior Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Senior Borrower or Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or Senior Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender Xxxxxx has examined and relied on the experience of Borrower and its members Controlling owners, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on BorrowerXxxxxxxx’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender Xxxxxx has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender Xxxxxx can recover the Debt by a sale of the Property. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7Xxxxxx, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerXxxxxxxx’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower or any general partner, managing member or controlling shareholder of Borrower is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower or any general partner, managing member or controlling shareholder of Borrower is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any memberjoint venturer or member or beneficial or other direct or indirect ownership interest or the creation or issuance of new membership or partnership interests or beneficial or other ownership interests; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; and (ivvi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower. Nothing herein shall restrict Borrower from entering into a purchase and sale agreement for the Property in anticipation of a Transfer and Assumption or prepayment that is permitted hereunder or otherwise approved by Xxxxxx, provided that in connection with an anticipated Transfer and Assumption, Borrower’s obligations under such purchase and sale agreement are expressly subject to compliance with the terms and provisions of this Agreement with respect to a Transfer and Assumption.

Due on Sale and Encumbrance; Transfers of Interests. (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral and operating properties in causing Senior Borrower to operate assets such as the Property Senior Collateral in agreeing to make the Loan, and will continue to rely on Senior Borrower’s ownership of the Property applicable Senior Collateral as a means of maintaining the value of the Property Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property Senior Collateral and the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertyCollateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower, Senior Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Senior Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Senior Collateral or the Property Collateral or any part thereof, or any interest, direct or indirect, in Borrower or Senior Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Senior Borrower agrees to sell the Property any Senior Collateral or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing member, non-managing member, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any joint venturer or member; and , (ivv) any action or occurrence which results in the Key Principal Ownership/Control Conditions to no longer be satisfied, (vi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in BorrowerBorrower or Senior Borrower and (vii) any deed-in-lieu or assignment-in-lieu agreement to provide a deed-in-lieu or assignment-in-lieu of the Senior Collateral or any portion thereof. (b) Notwithstanding the provisions of this Section 4.2, except as permitted by Article 7 hereof (i) no Transfer of any direct interest in Senior Borrower is permitted without the written consent of Lender and (ii) Borrower shall not consent to or permit a Transfer of any Senior Collateral by Senior Borrower if and to the extent permitted under Section 7 of the applicable Senior Loan Agreement unless it obtains the prior written consent of Lender.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members general partners and managing members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower, its sole member or any general partner, managing member or controlling shareholder of Borrower or its sole member is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, its sole member or any general partner, managing member or controlling shareholder of Borrower or its sole member is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ivv) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without Without the prior written consent of Lender, but, in each instance, subject Borrower agrees with respect to the provisions of Article 7, itself as follows: (1) neither Borrower nor any other Person having a direct or indirect an ownership or beneficial interest in Borrower shall (a) directly or indirectly sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer the Property or any part thereof, or any interest, direct or indirect, interest of Borrower in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for including any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases membership or any Rents; (iii) if Borrower is a limited liability company, the change, removal, resignation or addition of a member or the transfer of the interest of any member; and (iv) any pledge, hypothecation, assignment, transfer or other encumbrance of any ownership interest in Borrower); (b) further encumber, alienate, grant a Lien or grant any other interest in the Mortgaged Prxxxxxx xx xxy paxx xxereof (including any membership or other ownership interest in Borrower), or, with respect to Borrower, on any of its other assets, whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of the Mortgaged Property; (2) no new member, manager or other Person having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing member, manager or other controlling Person partner withdraw from Borrower), and no change in Borrower's organizational documents relating to control over Borrower and/or the Mortgaged Property shall be effected; and (3) no transfer shall be permitted which would cause the trustees under the Christoph Trusts to own less than a thirty three percent (33%) beneficial interest in Borrower. Notwithstanding the foregoing, upon written notice to Lender (a) transfers shall be allowed among members in Borrowers provided that the trustees under the Christoph Trusts at all times own not less than a thirty three percent (33%) beneficial interest in each Borrower, and provided further that any such transfer does not cause Borrowers to be in violation of the covenants in Section 8.3 and (b) new members may be admitted to Borrowers provided any such member is reasonably acceptable to Lender and such new member must guaranty the Loan and Borrowers' obligations under the Loan Documents pursuant to a guaranty agreement acceptable to Lender.

Due on Sale and Encumbrance; Transfers of Interests. Borrower acknowledges Borrowers acknowledge that Lender has examined and relied on the experience of each Borrower and its members stockholders, general partners and members, as applicable, and principals of Borrower Borrowers in owning and operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of the Property owned by such Borrower as a means of maintaining the value of the Property Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower Borrowers acknowledges that Lender has a valid interest in maintaining the value of the Property Properties so as to ensure that, should Borrower Borrowers default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the PropertyProperties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither no Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Property or any part thereof, or any interest, direct or indirect, in Borrowerany Borrower or any SPC Party, whether voluntarily or involuntarily or enter into or subject the any Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein a Borrower agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a member general partner, managing member, non-managing member, limited partner, joint venturer or member, the transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any joint venturer or member; (v) with respect to any limited liability company, the division (whether pursuant to Section 18-217 of the Act or otherwise) of any assets and liabilities of such entity amongst one or more new or existing entities; (vi) any action or occurrence which results in Key Principal no longer Controlling Borrower or any SPC Party; and (ivvii) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrowerany Borrower or any SPC Party.