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

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of 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 or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee 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 (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Without Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without the prior written consent of Lender, butsell, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, assign assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or transfer grant any other interest in the Property or any part thereofthereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lesseeother Restricted Party, whether directly or indirectly, voluntarily or involuntarily involuntarily, by operation of law or otherwise (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof or interest therein for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor other Restricted 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) of such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor other Restricted 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 venturer, member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner partner, the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer venturer, member or membernon-member manager, or the creation or issuance of new membership interests or interest in any non-member manager; and (e) if Borrower or any pledgeother Restricted Party is a trust or nominee trust, hypothecation, assignment, the voluntary or involuntary transfer of the legal or other encumbrance of any direct or indirect ownership beneficial interest in any Borrower, SPE Party such trust or Operating Lesseenominee trust or the creation or issuance of new legal or beneficial interests.

Due on Sale and Encumbrance; Transfers of Interests. Without Except to the extent permitted pursuant to Article 8, neither Borrower nor any Guarantor shall, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in Borrower or any Borrower, SPE Party or Operating Lessee, Guarantor whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Partyany Guarantor, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) 25% of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if any Borrower, SPE Party, Operating LesseeManaging Member, any other Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Managing Member or any other Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, partner or managing partner, limited partner, joint venturer or member partner 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 membermanaging partner; and (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Managing Member or Operating Lesseeany other Guarantor.

Due on Sale and Encumbrance; Transfers of Interests. 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 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or no Borrower Entity nor any other Person having a direct or indirect ownership or beneficial interest in any BorrowerBorrower Entity shall, SPE Party or Operating Lessee 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 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 any Borrower, SPE Party or Operating LesseeBorrower Entity, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee Entity agrees to sell any Real Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Real 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 or Operating LesseeBorrower Entity’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower Entity or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationstock; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower Entity or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor 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 (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any BorrowerBorrower Entity. Notwithstanding any term to the contrary contained in this Agreement, SPE Party 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 Operating Lessee(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. Without the prior written consent of Mezzanine Lender, which consent may be given or withheld in Mezzanine Lender's sole and absolute discretion, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)8, none of neither any Borrower, SPE Party, Operating Lessee or any Owner nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee any Owner shall (and such Borrower shall not permit such Owner to) sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer (i) any 363 Individual Property or any part thereof, (ii) the Collateral or any part thereof or (iii) any interest, direct or indirect, in any Borrower, SPE any Owner, any SPC Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”"TRANSFER"). A Transfer within the meaning of this Section SECTION 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee Owner agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the Owner leasing of all or a substantial part of 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, any Borrower’s or Operating Lessee’s Owner's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Partyany Owner, Operating Lessee, any either Guarantor or any general partner, managing member or controlling shareholder of any such Borrower, SPE Party, Operating Lessee such Owner or any such Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s '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 in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; (div) if any Borrower, SPE Partyany Owner, Operating Lessee, any either Guarantor or any general partner, managing member or controlling shareholder of any such Borrower, SPE Partysuch Owner, Operating Lessee 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, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; and (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Borrower or Operating Lesseeany Owner or any SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Collateral as a means of maintaining the value of the 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 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 Collateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)7, none of neither Borrower nor any Borrower, SPE Party, Operating Lessee or other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or in any Borrower, SPE other Loan Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower or in any Borrowerother Loan Party, SPE Party or Operating Lesseein any Person holding any direct or indirect interest in Borrower or in any other Loan Party, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 4.2 shall be deemed to include include, but not be limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee Owner agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee Owner for the leasing of all or a substantial part of 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, any Borrower’s or Operating LesseeOwner’s right, title and interest in and to any Leases Leases, or any RentsGross Revenue; (ciii) if Borrower or any Borrower, SPE Party, Operating Lessee, any Guarantor other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any Borrower, SPE Party, Operating Lessee or any Guarantor other Loan Party is Mezzanine Loan Agreement 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 in one or a series of transactions by which an aggregate of more than ten percent stock; (10%iv) of such corporation’s stock shall be vested in a party or parties who are not now stockholders if Borrower or any change in the control of such corporation; (d) if any Borrower, SPE other Loan Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or of any Guarantor 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 (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or in any Borrower, SPE Party or Operating Lesseeother Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Collateral as a means of maintaining the value of the 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 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 Collateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)7, none of neither Borrower nor any Borrower, SPE Party, Operating Lessee or other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or in any Borrower, SPE other Loan Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower or in any Borrowerother Loan Party, SPE Party or Operating Lesseein any Person holding any direct or indirect interest in Borrower or in any other Loan Party, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 4.2 shall be deemed to include include, but not be limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee Owner agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee Owner for the leasing of all or a substantial part of 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, any Borrower’s or Operating LesseeOwner’s right, title and interest in and to any Leases Leases, or any RentsGross Revenue; (ciii) if Borrower or any Borrower, SPE Party, Operating Lessee, any Guarantor other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any Borrower, SPE Party, Operating Lessee or any Guarantor 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 in one or a series of transactions by which an aggregate of more than ten percent stock; (10%iv) of such corporation’s stock shall be vested in a party or parties who are not now stockholders if Borrower or any change in the control of such corporation; (d) if any Borrower, SPE other Loan Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or of any Guarantor 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 (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or in any Borrower, SPE Party or Operating Lesseeother Loan Party.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)7, none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 4.2 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationstock; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee 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 (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth permitting certain permitted transfers that supersede the terms of this Section 4.2.1)Transfers described in Article 8, none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor Sole Member nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee Sole Member shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating LesseeSole Member, whether voluntarily or involuntarily (a “"Transfer”"). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any 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, any Borrower’s or Operating Lessee’s 's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE PartyGuarantor, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s '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 in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if any Borrower, SPE Party, Operating Lessee, Sole Member any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Sole Member 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 (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Borrower or Operating LesseeSole Member.

Due on Sale and Encumbrance; Transfers of Interests. Without Except as otherwise expressly permitted pursuant to Article 8, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor Sole Member nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee Sole Member shall (a) sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party Borrower or Operating LesseeSole Member, whether voluntarily or involuntarily involuntarily, by operation of law or otherwise, or (b) permit or suffer any change in control of any Borrower (each of (a) and (b) a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE PartyGuarantor, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if any Borrower, SPE Party, Operating Lessee, Sole Member any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Sole Member 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 (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Borrower or Operating LesseeSole Member.

Due on Sale and Encumbrance; Transfers of Interests. Without Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party shall, without the prior written consent of Lender, butsell, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, assign assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or transfer grant any other interest in the Property or any part thereofthereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lesseeother Restricted Party, whether directly or indirectly, voluntarily or involuntarily involuntarily, by operation of law or otherwise (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof or interest therein for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor other Restricted 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) of such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor other Restricted 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 member, the voluntary or the involuntary transfer of the partnership interest of any general partner, managing partner or limited partner partner, the creation or issuance of new limited partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer or membermember or the creation or issuance of new non-managing member interests; and (e) if Borrower or any pledgeother Restricted Party is a trust or nominee trust, hypothecation, assignment, the voluntary or involuntary transfer of the legal or other encumbrance of any direct or indirect ownership beneficial interest in any Borrower, SPE Party such trust or Operating Lesseenominee trust or the creation or issuance of new legal or beneficial interests.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)8, none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Borrower or SPC Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lesseeany SPC Party, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationstock; (div) if any Borrower, SPE SPC Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE SPC Party, Operating Lessee 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 (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or any Borrower, SPE Party or Operating LesseeSPC Party.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)ARTICLE 8, none of neither any Borrower, SPE Party, Operating Lessee or Borrower nor Sole Equity Member nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee Sole Equity Member shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating LesseeSole Equity Member, whether voluntarily or involuntarily (a “Transfer”"TRANSFER"). A Transfer within the meaning of this Section SECTION 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of 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, any Borrower’s or Operating Lessee’s 's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any either Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any either Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s '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 in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; (div) if any Borrower, SPE PartySole Equity Member, Operating Lessee, any either Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Sole Equity Member or any either 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, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; and (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Borrower or Operating LesseeSole Equity Member.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether Pool 2 voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of 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 or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee 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 (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Except as provided in Article VIII hereof, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 Administrative Agent (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any Borrower, SPE Party or Operating Lesseepart thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the 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, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any RentsRents other than in accordance with the Loan Documents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge 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 in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the transfer creation or issuance of new limited partnership interests; (v) if a Restricted Party 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 any joint venturer member or memberany profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (eviii) any pledgeaction for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, hypothecation, assignment, transfer pursuant to any contractual agreement or other encumbrance of any direct instrument or indirect ownership interest in any Borrowerunder applicable law (including, SPE Party or Operating Lessee.without limitation, common law). 4.2.2