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

Due on Sale and Encumbrance; Transfers of Interests. (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 and 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 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 Collateral. 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) 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, (vi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower 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. (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 and in causing Mortgage Borrower to operate operating properties such as the Property and the Worldwide Plaza Amenities in agreeing to make the Loan, and will continue to rely on Mortgage Borrower’s ownership of the Property and indirect ownership of the Pledged Mortgages and indirect ownership of the general partnership interest in the Amenities Owner as a means of maintaining the value of the Collateral Property and the Membership Interests 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 Property, the Worldwide Plaza Amenities, the Membership Interests and the Collateral 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 CollateralProperty, its interest in the Amenities Mortgages and/or its indirect interest in the Worldwide Plaza Amenities. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower, Mortgage Borrower any WWP Amenities Subsidiary, nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Mortgage Borrower WWP Amenities Subsidiary shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign assign, transfer or transfer release, in whole or in part, the Property or Property, the Collateral or any part thereofWorldwide Plaza Amenities, or any interest, direct or indirect, in Borrower or Mortgage Borrowera WWP Amenities Subsidiary, 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 Mortgage Worldwide Plaza Borrower 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 Mortgage Worldwide Plaza Borrower or Amenities Owner for the leasing of all or a substantial part of the Property or 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 inin (other than the existing security interest evidenced by the Amenities Mortgages), Mortgage Worldwide Plaza Borrower’s or Amenities Owner’s right, title and interest in and to any Leases or any Rents; (iii) with respect to if Borrower, any Guarantor, any WWP Amenities Subsidiary, or any general partner, managing member or controlling shareholder of Borrower, any Guarantor or any WWP Amenities Subsidiary 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) with respect to if Borrower, any Guarantor, any WWP Amenities Subsidiary or any general partner, managing member or controlling shareholder of Borrower, any Guarantor or any WWP Amenities Subsidiary is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing member, non-managing memberpartner, 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 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 Borrower or Mortgage Borrower any WWP Amenities Subsidiary; and (viivi) any deedEOP-in-lieu or agreement to provide NYCCA causing the delivery of 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 transfer notice under clause (ii) Borrower of Section 10.1 of the Recapitalization Agreement; provided, that a Transfer shall not consent to include a sale, assignment or permit a Transfer other transfer of the Property by Mortgage Borrower if and to the extent permitted under limited partnership interests in Amenities Owner made in accordance with Section 7 of the Mortgage Loan Agreement unless it obtains the prior written consent of Lender7.2(g).

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 stockholders, general partners and members, as applicable, and principals of Mortgage Borrower in owning the Collateral and in causing Mortgage Borrower to operate 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 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 and the Collateral 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 Collateral. Therefore, without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 7, neither Borrower, Mortgage Borrower nor Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Mortgage Borrower or Mortgage Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Property or the any Collateral or any part thereof, or any interest, direct or indirect, in Mortgage 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 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) with respect to 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) with respect to 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 member, non-managing memberpartner, 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 action surrender, termination, cancellation, change, amendment, supplementation or occurrence which results in other modification of the Key Principal Ownership/Control Conditions to no longer be satisfied, Mortgage; and (vi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Mortgage Borrower or Mortgage Borrower and (vii) any deed-in-lieu or agreement to provide a deed-in-lieu of the Property or any portion thereofBorrower. (b) Notwithstanding the provisions of this Section 4.24.2(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 LenderAgent.

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 Leasehold Pledgor and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Leasehold Pledgor in owning the Collateral and 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 and Leasehold Pledgor’s ownership of the Property 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 and Leasehold Pledgor each acknowledge 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 Borrower or Leasehold Pledgor default in 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 7, neither none of Borrower, Mortgage 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 Mortgage Borrower in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Individual Property or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower Borrower, Leasehold Pledgor or Mortgage 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 Mortgage 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 Mortgage 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, Mortgage BorrowerOwner’s right, title and interest in and to any Leases Leases, or any RentsGross Revenue; (iii) with respect to 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 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 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 member, non-managing memberpartner, 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 (v) 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 Borrower Borrower, Leasehold Pledgor or Mortgage Borrower and (vii) in any deed-in-lieu or agreement to provide a deed-in-lieu of the Property or any portion thereofother Loan Party. (b) Notwithstanding the provisions foregoing, a Transfer within the meaning of this Section 4.2, except as permitted by Article 7 hereof 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 Transfer 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 direct interest in Mortgage Borrower is permitted without new equipment or fixtures acquired by Owner or Operating Lessee (and not so disposed of) shall be subject to the written consent Lien of Lender and 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 not consent to reimburse Lender for its or permit a Transfer of the Property by Mortgage Borrower if its Servicer’s reasonable fees and to the extent permitted under Section 7 of the Mortgage Loan Agreement unless it obtains the prior written consent of Lenderexpenses incurred in reviewing such instrument and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. (a) Borrower acknowledges Borrowers and Operating Lessees acknowledge that Lender has examined and relied on the experience of each Borrower and each Operating Lessee and its stockholders, general partners and members, as applicable, and principals of Borrower Borrowers and Operating Lessees in owning the Collateral owning, leasing and in causing Mortgage Borrower to operate operating properties such as the Property Properties in agreeing to make the Loan, and will continue to rely on Mortgage each Borrower’s ownership of the Property owned by such Borrower and each Operating Lessee’s leasing of the Property leased by such Operating Lessee, as a means of maintaining the value of the Collateral Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges Borrowers and Operating Lessees acknowledge that Lender has a valid interest in maintaining the value of the Property and the Collateral 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 CollateralProperties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower, Mortgage no Borrower nor any Operating Lessee nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or Mortgage Borrower any Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the any Property or the Collateral or any part thereof, or any interest, direct or indirect, in any Borrower or Mortgage Borrowerany Operating Lessee, 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 a Borrower or an Operating Lessee agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage a Borrower or an Operating Lessee 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 such Borrower’s and/or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (iii) with respect to if any Borrower, any Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of such 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 stockstock (other than any creation or issuance of new REIT Shares in accordance with Section 7.2(i) hereof); (iv) with respect to if any Borrower, any Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of such Borrower, 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 member, non-managing memberpartner, 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, or (v) 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 any Borrower or Mortgage Borrower and (vii) any deed-in-lieu or agreement to provide a deed-in-lieu of the Property or any portion thereofOperating Lessee. (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.