Common use of Due on Sale or Encumbrance Clause in Contracts

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which may be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer fee) any of the following shall occur: (a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note); or (b) in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of Borrower, or any general partner of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), of: (i) of (1) the ownership interests in Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning any such corporation or limited liability company, (3) the ownership interests of any owner of the beneficial interests of Borrower if Borrower is a trust; or (ii) any general partner’s interest in (1) Borrower, (2) a partnership that is in Borrower's chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or (g) shall obtain any unsecured debt except for customary and reasonable short-term trade payables obtained and repaid in the ordinary course of business.

Due on Sale or Encumbrance. It Lxxx Mxxxx Tower Notwithstanding the restrictions contained in Section 4.2.1 of the Loan Agreement or in Article 6 of the Mortgage or in any other provision of the Loan Documents, the following transfers shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the Prepayment Premium) shall become immediately due and payable, if, permitted without Lender’s prior written consent (which may and shall not be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer fee) any of the following shall occur: deemed Prohibited Transfers: (a) Borrower a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party, (b) the transfer (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (including, without limitation, transfers for estate planning purposes), (c) a Permitted LP Pledge, (d) a Permitted Economic Pledge, (e) transfers or pledges by Recourse Guarantor of any interests in Partners other than with respect to any Class C Interest (as such term is defined in the Partners LLC Agreement as of the date hereof) in Partners (for the avoidance of doubt, Lender’s consent shall sellnot be required nor shall notice to Lender be required in connection with any issuance or transfer of any Class A Interest or Class B Interest (as such terms are defined in the Partners LLC Agreement as of the date hereof) in Partners; provided, conveyhowever, assignany transfer of any Class C Interest shall be subject to the terms and conditions of Section 8.2 of the Loan Agreement), transferor (f) the sale, dispose transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or be divested another nationally recognized stock exchange; provided, however, with respect to the transfers listed in clauses (a), (b) or (d) above, (A) (I) with respect to transfers set forth in clause (a) above, Lender shall receive notice of its title such transfer within thirty (30) days following the occurrence of such transfer and (II) with respect to transfers set forth in clause (b) above, Lender shall receive not less than thirty (30) days prior written notice of such transfers, (B) no such transfers shall result in a change in Control of Sponsor, Recourse Guarantor, Guarantor, or Affiliated Manager, (C) after giving effect to such transfers, (I) Sponsor Family Group shall own at least a 25% direct or indirect equity ownership interest in each of Borrower, Guarantor and any SPC Party; (II) Sponsor shall Control Borrower, Guarantor and any SPC Party; and (III) Sponsor shall control the day-to, convey security title to -day operation of the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liensD) the Property or any interest thereinshall continue to be managed by a Qualified Manager, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note); or (bE) in the event case of the transfer of any mergerdirect equity ownership interests in Borrower, consolidationGuarantor or in any SPC Party, salesuch transfers shall be conditioned upon continued compliance with the relevant provisions of Section 3.1.24 of the Loan Agreement, (F) such transfers shall be conditioned upon Borrower’s and Guarantor’s ability to, after giving effect to the equity transfer in question, (I) remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons (and, upon Lender’s request, Borrower and Guarantor shall each deliver to Lender (x) an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer, assignmentand (y) searches, acceptable to Lender, for any entity or dissolution involving all individual owning, directly or substantially all indirectly, 20% or more of the assets interests in Borrower and/or Guarantor as a result of Borrowersuch transfer), or any general partner of Borrowerand (II) continue to comply with the covenants contained herein relating to ERISA matters and the Patriot Act, except only in connection with a Permitted Transfer OFAC, and matters concerning Embargoed Persons, (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (cG) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), of: (i) case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with Section 7.3 of the Loan Agreement, or (2) the transfer of any equity ownership interests in any Restricted Party that results in any Person and its Affiliates that owned less than forty-nine percent (49%) prior to such transfer, owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in Borrower, regardless Guarantor or any SPC Party after such transfer, such transfers shall be conditioned upon delivery to Lender, if requested by Lender, of a New Non-Consolidation Opinion addressing such transfer, (H) such transfer shall not trigger, or result in, any right of the type City to terminate the PILOT Agreement or form the benefit to the Property provided thereunder and (I) such transfers shall not trigger any right of entity of Borrowerfirst refusal, (2) option to purchase or default under the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning any such corporation or limited liability company, (3) the ownership interests of any owner of the beneficial interests of Borrower if Borrower is a trust; or (ii) any general partner’s interest in (1) Borrower, (2) a partnership that is in Borrower's chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or (g) shall obtain any unsecured debt except for customary and reasonable short-term trade payables obtained and repaid in the ordinary course of businessREAs.

Due on Sale or Encumbrance. It shall be an Event of Default andNeither Borrower, at the nor its sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the Prepayment Premium) shall become immediately due and payable, ifmember shall, without Lender’s the prior written consent of Lender: (which may be withheld for i) create, effect, consent to, suffer to exist, assume, incur, permit (voluntarily or involuntarily, by operation of law or otherwise) any direct or no reasonindirect conveyance, including sale, assignment, transfer, grant, lien, pledge, mortgage, security interest or other encumbrance or disposition (each of the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturityforegoing defined as "Transfer") of the Obligations Property or Documents, or requiring the payment of a transfer feean interest therein; (ii) any of the following shall occur: (a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the Property or any interest therein, ; (iii) enter into a contract to sell or grant any option to purchase that results in a transfer of possession or equitable title to the Property or any portion thereof prior to the payment of the Note in accordance with its terms; (iv) enter into any lease giving the tenant any option to purchase the Property or any portion thereof; (v) permit or suffer any Transfer of any direct or indirect ownership interest in Borrower or any indemnitor or guarantor under this Security Deed or any Related Agreement; (vi) permit or suffer any Transfer of any ownership interest in any manner direct or wayindirect owner of a legal or beneficial interest in Borrower (including, whether voluntary without limitation its partners, members, trustees, beneficiaries or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Noteshareholders); or (bvii) in permit or suffer the event of any merger, consolidationdissolution, sale, transfer, assignmentliquidation, or dissolution involving all or substantially all consolidation of the assets of Borrower, or any general partner of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (Borrower or any of the foregoing at one time direct or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), of: (i) of (1) the ownership interests in Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member indirect owners of Borrower or any corporation or limited liability company directly or indirectly owning any such corporation or limited liability company, (3) the ownership interests of any owner of the beneficial interests of Borrower if Borrower is a trust; or (ii) any general partner’s interest in (1) Borrower, (2) a partnership that is in Borrower's chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of one type of legal entity into another type of legal entity. Except as expressly consented to in writing by Lender, Borrower shall not incur any general partnership interest in Borrower to a limited partnership interestadditional indebtedness (secured or unsecured, if Borrower is a partnership; or (edirect or contingent) in the event of any change, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or (g) shall obtain any other than unsecured debt except for customary and reasonable short-term or trade payables obtained and repaid incurred in the ordinary course of businessbusiness in connection with the operation of the Property. Upon the occurrence of any of the prohibited actions specified herein, then Lender shall have the right, at its option, to declare the indebtedness secured by this Security Deed immediately due and payable, irrespective of the maturity date specified in the Note.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which may be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer fee) any of the following shall occur: (a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note); or (b) in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of Borrower, or any general partner of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), of: (i) of (1) the ownership interests in Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning any such corporation or limited liability company, (3) the ownership interests of any owner of the beneficial interests of Borrower if Borrower is a trust; or (ii) any general partner’s interest in (1) BorrowerBxxxxxxx, (2) a partnership that is in Borrower's chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of BorrowerBxxxxxxx; if Borrower Bxxxxxxx is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or (g) shall obtain any unsecured debt except for customary and reasonable short-term trade payables obtained and repaid in the ordinary course of business.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations Pool Obligations, and the entire Pool Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which consent may be given or withheld for any or for no reasonreason or given conditionally, including the possibility of an ERISA violation or the proposed transfereein Lender’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer feesole discretion) any of the following shall occur: (a) other than in connection with a Permitted Transfer (defined below), any Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title toto its Individual Property, convey security title to the its Individual Property, or mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the its Individual Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only for (i) the imposition of mechanic’s or materialmen’s liens, judgment liens, tax liens and other liens arising by operation of law so long as expressly permitted pursuant Borrower causes same to be satisfied or bonded off within the One-Time Transfer provision set forth applicable time frame otherwise provided for in Section 13 the Documents, (ii) the sale or transfer of damaged or obsolete property replaced with property of equal or greater value, (iii) the imposition of easements and restrictions on the Property which in the aggregate do not have a material adverse effect on the value or use or marketability of the Note)Property, or (iv) the Permitted Encumbrances; or (b) other than in connection with a Permitted Transfer, in the event of any merger, consolidation, sale, transfer, assignment, liquidation, or dissolution involving all any or substantially all of the assets of Borrower, any Borrower or any general partner or managing member of any Borrower, except only ; or Prudential Loan Nos. 706109321 - 706109336 and 706109394 CNL BV Portfolio Second Amended and Restated Loan Agreement (c) other than in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (c) Transfer, in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) (A) forty-nine percent (49%) or more of (1) the any ownership interests in any Borrower, regardless of the type or form of entity of such Borrower, (2B) ten percent (10%) or more of the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of any Borrower or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, or (3C) the ownership interests of in any owner of ten percent (10%) or more of the beneficial interests of any Borrower if such Borrower is a trust; or (ii) any general partner’s partnership, managing member or controlling interest in (1A) any Borrower, (2B) a partnership that an entity which is in any Borrower's ’s chain of ownership and which is derivatively liable for the obligations of such Borrower, or (3C) any general partner entity that has the legal right to participate directly or indirectly in the control of the management or operations of Borrowerany Borrower (other than solely as property manager of an Individual Property); or (d) a pledge or encumbrance of any ownership interest in any Borrower or in any owner of Borrower to secure financing; or (e) in the event of the conversion of any general partnership interest in any Borrower to a limited partnership interest, interest if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; if such Borrower is a partnership; or (f) in the event of any change, removal, or resignation of any general partner of any Borrower if such Borrower is a partnership (other than a change to a general partner that is a CHP Entity (defined below); or (g) in the event of any change, removal, addition or resignation of a managing member of any Borrower (or if no managing member, any member) if such Borrower is a limited liability companycompany (other than a change to a managing member that is a CHP Entity), provided that the foregoing shall not prohibit the change, removal, addition or resignation of individuals (who are not managing members) on any board of managers or board of directors, as applicable, of any Borrower; or (gh) any Borrower shall (i) obtain any secured or unsecured debt except for customary and reasonable short-term trade payables or Permitted Capital Leases obtained and repaid in the ordinary course of business.such Borrower’s business or (ii) guarantee, or otherwise agree to be liable for (whether conditionally or unconditionally), any obligation of any person or entity. The provisions set forth above shall not apply to the following (each, a “Permitted Transfer” and collectively, “Permitted Transfers”): (A) transfers, pledges or assignments (i) under any will or applicable law of descent, (ii) of publicly traded shares of CNL Healthcare Properties, Inc., a Maryland corporation (“CHP REIT”), and (iii) of direct or indirect ownership interests in any Borrower so long as (1) no Event of Default exists at the time of such transfer, (2) CHP REIT or its affiliates that are wholly-owned by CHP REIT (collectively, a “CHP Entity”) retains at least fifty-one percent (51%) ownership interest in such Borrower following such transfer, and (3) a CHP Entity shall control such Borrower and the day-to-day operations of such Borrower’s Individual Property (except in the case where the day-to-day operations of such Borrower’s Individual Property is controlled by a Property Manager), and within sixty (60) days following any such transfer, such Borrower shall deliver to Lender Prudential Loan Nos. 706109321 - 706109336 and 706109394 CNL BV Portfolio Second Amended and Restated Loan Agreement

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations Pool Obligations, and the entire Pool Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which consent may be given or withheld for any or for no reasonreason or given conditionally, including the possibility of an ERISA violation or the proposed transfereein Lender’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer feesole discretion) any of the following shall occur: (a) other than in connection with a Permitted Transfer (as hereinafter defined), any Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title toto its Individual Property, convey security title to the its Individual Property, or mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the its Individual Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only for (i) the imposition of mechanic’s or materialmen’s liens, judgment liens, tax liens and other liens arising by operation of law so long as expressly permitted pursuant the applicable Borrower causes same to be satisfied or bonded off within the One-Time Transfer provision set forth applicable time frame otherwise provided in Section 13 the Documents, (ii) the sale or transfer of damaged or obsolete property replaced with property of equal or greater value, (iii) the imposition of easements and restrictions on the Property which in the aggregate do not have a material adverse effect on the value or use or marketability of the Note)Property, or (iv) the Permitted Encumbrances; or (b) other than in connection with a Permitted Transfer, in the event of any merger, consolidation, sale, transfer, assignment, liquidation, or dissolution involving all any or substantially all of the assets of Borrower, any Borrower or any general partner or managing member of any Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (c) other than in connection with a Permitted Transfer, in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) (A) forty-nine percent (49%) or more of (1) the any ownership interests in any Borrower, regardless of the type or form of entity of such Borrower, (2B) ten percent (10%) or more of the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of any Borrower or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, or (3C) the ownership interests of in any owner of ten percent (10%) or more of the beneficial interests of any Borrower if Borrower such Borrower, as the case may be, is a trust; or (ii) any general partner’s partnership, managing member or controlling interest in (1A) any Borrower, (2B) a partnership that an entity which is in any Borrower's ’s chain of ownership and which is derivatively liable for the obligations of such Borrower, or (3C) any general partner entity that has the legal right to participate directly or indirectly in the control of the management or operations of Borrowerany Borrower (other than solely as the Property Manager for an Individual Property); or Prudential Loan Nos. 706109200, 706109202-203 & 706109205-206 CNL MOB Portfolio Loan Agreement (d) a pledge or encumbrance of any ownership interest in any Borrower or in any owner of any Borrower to secure financing; or (de) in the event of the conversion of any general partnership interest in any Borrower to a limited partnership interestinterest if such Borrower, if Borrower is a partnership; or (e) in as the event of any changecase may be, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, or resignation of any general partner of any Borrower if such Borrower, as the case may be, is a partnership (other than a change to a general partner that is a CHP Entity [as hereinafter defined]); or (g) in the event of any change, removal, addition or resignation of a managing member of any Borrower (or if no managing member, any member) if Borrower such Borrower, as the case may be, is a limited liability companycompany (other than a change to a managing member that is a CHP Entity); provided the foregoing shall not prohibit the change, removal, addition or resignation of individuals (who are not managing members) on any board of managers of any Borrower; or (gh) any Borrower shall (i) obtain any secured or unsecured debt except for customary and reasonable short-term trade payables or Permitted Capital Leases and obtained and repaid in the ordinary course of businesssuch Borrower’s business or (ii) guarantee, or otherwise agree to be liable for (whether conditionally or unconditionally), any obligation of any person or entity; or (i) in the event of any assignment, transfer, pledge or sale of any legal or beneficial interest whatsoever in any Borrower to a physician (or to an entity that is itself owned by a physician) who has an office in the building located on the Property; provided, however, the foregoing shall not apply to a transfer or sale of stock in CNL Healthcare Properties, Inc., to the extent that such transfer or sale of stock does not result in a violation of any applicable state or federal law or regulation. The provisions set forth above shall not apply to the following (each, a “Permitted Transfer” and collectively, “Permitted Transfers”): transfers, pledges, or assignments (i) under any will or applicable law of descent, (ii) of publicly traded shares of CNL Healthcare Properties, Inc., a Maryland corporation (“CHP REIT”), and (iii) of direct or indirect ownership interests in any Borrower between and among CHP REIT and its wholly-owned and controlled affiliates (each, a “CHP Entity”) as long as (1) no Event of Default exists at the time of such transfer, (2) a CHP Entity retains at least fifty-one percent (51%) ownership interest in the applicable Borrower(s) following the transfer, and (3) a CHP Entity shall control the applicable Borrower and the day-to-day operations of the applicable Individual Property (except in the case where the day to day operations of such Borrower’s Individual Property is controlled by a Property Manager), and within sixty (60) days following any such transfer, the applicable Borrower shall deliver to Lender (x) a statement showing the current ownership of such Borrower, (y) a certification from such Borrower that such Borrower remains in compliance with the ERISA provisions of the Documents, and (z) a certification from such Borrower that such Borrower remains in compliance with the representations, warranties and covenants set forth in the Documents. Without limiting the provisions of the preceding sentence, the applicable Borrower and the transferee of the ownership interests in such Borrower being transferred shall be deemed to have made in favor of Lender, as of the date of the applicable transfer, the certification described in clauses (x), (y) and (z) above as a result of the transfer of the applicable ownership interests in such Borrower and the acceptance thereof. Prudential Loan Nos. 706109200, 706109202-203 & 706109205-206 CNL MOB Portfolio Loan Agreement In addition, the provisions set forth in Section 5.01(a) through (i) above shall not apply to any merger, consolidation, sale, transfer, or assignment involving all or substantially all of the assets of Borrowers to a CHP Entity or all of the ownership interests in Borrowers to a CHP Entity, provided that (i) such CHP Entity shall meet the special purpose entity requirements set forth in Sections 2.10, 3.21 and 3.22 of this Agreement, (ii) any transferee shall execute and deliver any and all documentation as may be reasonably required by Lender in form and substance reasonably satisfactory to Lender including assumption documents, (iii) counsel to the transferee shall deliver to Lender opinion letters relating to such transfer (provided such opinion letters were required in connection with the closing of the Loan) in form and substance reasonably satisfactory to Lender, (iv) if any Individual Property is transferred, Borrowers shall deliver (or cause to be delivered) to Lender an endorsement to Lender’s title insurance policy relating to the change in the identity of the transferee and the execution and delivery of the transfer documentation in form and substance reasonably acceptable to Lender, (v) Borrowers shall pay all reasonable expenses incurred by Lender in connection with such transfer, including Lender’s reasonable attorneys’ fees and expenses, all recording fees, and all fees payable to the applicable title company for delivery to Lender of the endorsement referred to above and Borrowers shall pay Lender a servicing fee determined by Lender, and (vi) such other requirements of Lender shall be satisfied. For purposes hereof, a person shall “control” a Borrower only if that person (i) shall have the power and authority, either directly or indirectly, to direct the day-to-day management of, and all major decisions regarding, the operations and management of such Borrower without requiring the consent of, or being subject to a veto by, any other person or entity, and (ii) may not be removed from such position by any other party absent negligence or willful misconduct.

Due on Sale or Encumbrance. (a) It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without LenderXxxxxx’s prior written consent (which consent may be given or withheld for any or for no reasonreason or given conditionally, including the possibility of an ERISA violation or the proposed transfereein Xxxxxx’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer feesole discretion) any of the following shall occur: (ai) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Propertyto, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmensmaterialmen’s liens which are removed, bonded off, or otherwise discharged within sixty (60) days after the filing of such mechanics’ liensor materialmen’s lien) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note)involuntary; or (bii) in the event of any merger, consolidation, sale, transfer, assignment, liquidation, or dissolution involving any or all of the assets of Borrower (except for the sale or transfer of physical personal property at the end of its useful life) or all or substantially all of the assets of Borrower, or any general partner or managing member of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (ciii) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) of (1) the any ownership interests in Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, or (3) the ownership interests of in any owner of ten percent (10%) or more of the beneficial interests of Borrower if Borrower is a trust; or (ii2) any general partner’s partnership, managing member or controlling interest in (1) Borrower, (2) a partnership that an entity which is in Borrower's ’s chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner entity that has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (div) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (ev) in the event of any changesubstitution, removal, or resignation of any general partner of Borrower; Xxxxxxxx, if Borrower Xxxxxxxx is a partnership; or (fvi) in the event of any change, removal, addition or resignation of a managing member of Borrower (or if no managing member, any member) if Borrower is a limited liability company; or (gvii) Borrower shall (A) guarantee, or otherwise agree to be liable for (whether conditionally or unconditionally), any obligations of any person or entity or (B) obtain any unsecured debt except for (1) customary and reasonable short-term trade payables obtained by Borrower and repaid by Borrower in the ordinary course of businessBorrower’s business and (2) as long as there is no Event of Default under the Loan, loans to Borrower from natural persons or entities that directly or indirectly own an Prudential Loan No. 706108495 Clarendon Center/Deed of Trust interest in Borrower or share common ownership with Borrower (“Affiliate Loans”), provided such Affiliate Loans shall be unsecured, shall be expressly subordinate in all respects to the Loan and the rights of Lender (which subordination shall be pursuant to documentation acceptable to Lender and shall contain such controls with respect to such subordination as Lender shall require, including, but not limited to, the payment obligations under such Affiliate Loans and the collection rights of the holders of such Affiliate Loans shall be subordinate in all respects to the Loan), and do not exceed in the aggregate Ten Million and No/100 Dollars ($10,000,000.00), and Borrower shall pay (x) all costs and expenses incurred by Lender for the processing of Borrower’s request for such Affiliate Loans including a processing fee of $1,500 and (y) all other costs and expenses (including attorneys’ fees and expenses for Xxxxxx’s outside counsel) involved in such proposed Affiliate Loans, the drafting and negotiation of the subordination and intercreditor agreement (which shall provide for certain controls over such Affiliate Loans in the event of a bankruptcy of Borrower), and the preparation, review and negotiation of any other documents deemed reasonably necessary by Xxxxxx. (b) Notwithstanding any of the foregoing to the contrary, the provisions of Section 5.01(a) above will not apply to transfers by X.X. Xxxx XX or X.X. Xxxx XXX of ownership interests in SHLP and SCI as a result of the death of either of them, or in connection with conveyances by either X.X. Xxxx XX or X.X. Xxxx XXX in connection with estate planning to a spouse, son or daughter or descendant of either, or to a stepson or stepdaughter or descendant of either. Additionally, provided that no non-monetary Event of Default for which Xxxxxxxx has received written notice from Lender or monetary Event of Default exists at the time of any transfer described in items (A) and (B) of this Section 5.01(b) below, then the provisions of Section 5.01(a) shall not apply to the following ( the “Xxxx Permitted Transfers”): (A) transfers of interests, admissions of additional members, limited partners or shareholders, and other structural changes, in SHLP or SCI, or any owner of a direct or indirect legal or beneficial interest in either of them, including, but not limited to, their respective partners, members or shareholders (a “Transfer”), provided after giving effect thereto (i) no Merger (as defined below) shall result from such Transfer, whether considered individually or when considered in the aggregate with other related transactions; (it being agreed by the parties that a Merger shall require the prior written consent of Lender, which consent shall be in the sole discretion of Lender); (ii) Borrower remains owned 100% by SHLP; (iii) X.X. Xxxx XX or X.X. Xxxx XXX, each an individual, members of their respective families, trusts for the benefit of any of the same, and/or companies or entities controlled, directly or indirectly, by any of the same (individually or collectively the “Xxxx Parties”), continue to own, directly or indirectly, at least ten percent (10%) of the partnership units of SHLP, whether directly or indirectly through ownership of limited partnership interests or directly or indirectly through ownership of the common stock of SHLP’s sole managing general partner, SCI on a fully diluted basis (the “Xxxx Parties’ Minimum Ownership Percentage”); and (iv) SCI remains at all times the sole managing general partner of SHLP, with not less than a 51% partnership interest in SHLP as general partner, and maintains, at all times, effective legal and day to day management control of Borrower, SHLP and the Property; and (B) pledges of direct or indirect ownership interests in SHLP, including pledges of stock of SCI but excluding any pledge by SCI of its general partnership interest in SHLP (collectively, “Permitted Pledges”); provided that (i) the Xxxx Parties continue to own the Xxxx Parties’ Minimum Ownership Percentage; (ii) SCI remains at all times the sole managing general partner of SHLP, with not less than a 51% partnership interest in SHLP as general partner, and maintains, at all times, effective legal and day to day management control of Borrower, SHLP and the Property; and (iii) no Merger (as defined below) shall result from such Transfer, whether considered individually or when Prudential Loan No. 706108495 Clarendon Center/Deed of Trust considered in the aggregate with other related transactions; (it being agreed by the parties that a Merger shall require the prior written consent of Lender, which consent shall be in the sole discretion of Lender); it is further agreed that (i) any transfer of a direct or indirect interest in Borrower, whether through foreclosure of a pledge or transfer in lieu of foreclosure of a pledge or otherwise, that results in a violation of subparts (i), (ii) or (iii) above shall constitute an Event of Default under the Documents and shall not be deemed a Xxxx Permitted Transfer; and (y) any Permitted Pledge shall not be deemed a transfer of the interest so pledged and, therefore, shall not reduce the Xxxx Parties’ Minimum Ownership Percentage unless and until it is foreclosed or transferred in lieu of foreclosure. Borrower shall pay all costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by Xxxxxx in connection with any transfer. (i) Within thirty (30) days following a written request to Borrower by Xxxxxx, Borrower shall deliver to Lender (a) a statement showing the current direct ownership of the Borrower (and a then current organizational chart of SHLP and SCI), (b) a certification from Borrower that Borrower remains in compliance with Section 3.11 of this Instrument, (c) a certification from Borrower that Borrower remains in compliance with the representations, warranties and covenants in Section 2.09 and 3.20 of this Instrument; provided, however, that with respect to shareholders in SCI any such certification shall be made to Borrower’s actual knowledge. Without limiting the provisions of the preceding sentence, in the event of a Xxxx Permitted Transfer, Borrower and the transferee of the ownership interests in Borrower being transferred shall be deemed to have made the certification, as of the date of the applicable transfer, described in subsections (b) and (c) (in the immediately preceding sentence) in favor of Xxxxxx, as a result of the transfer, and the acceptance thereof, of the applicable ownership interests in Borrower.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which may be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms ([including maturity) ] of the Obligations or Documents, or requiring the payment of a transfer fee) any of the following shall occur: (a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ materialmen’s liens) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note)involuntary; or (b) in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of Borrower, Borrower or any managing general partner of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 managing member of the Noteoriginal Borrower; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) ten percent (10%) or more of (1) the ownership interests in Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, or (3) the ownership interests of any owner of ten percent (10%) or more of the beneficial interests of Borrower if Borrower is a trust; or (ii) any general partner’s partnership interest in (1) Borrower, (2) a partnership that which is in Borrower's ’s chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that who has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or (g) shall obtain any unsecured debt except for customary and reasonable short-term trade payables obtained and repaid in the ordinary course of business.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which consent may be given or withheld for any or for no reasonreason or given conditionally, including the possibility of an ERISA violation or the proposed transfereein Lender’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer feesole discretion) any of the following shall occur: (a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Propertyto, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note)involuntary; or (b) in the event of any merger, consolidation, sale, transfer, assignment, liquidation or dissolution involving all any or substantially all of the assets of Borrower, Borrower or any general partner or managing member of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) of (1) the any ownership interests in the Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning 10% or more of any such corporation or limited liability company, or (3) the ownership interests of any owner of ten percent (10%) or more of the beneficial interests of Borrower if Borrower is a trust; or (ii) any general partner’s partnership, managing member or controlling interest in (1) Borrower, (2) a partnership that an entity which is in Borrower's ’s chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner entity that has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; , if Borrower is a partnership; or; (f) in the event of any change, removal, addition addition, or resignation of a managing member of Borrower (or if no managing member, any member) ), if Borrower is a limited liability company; or (g) Borrower shall (i) obtain any secured or unsecured debt except for customary and reasonable short-term trade payables obtained and repaid in the ordinary course of businessBorrower’s business or (ii) guarantee, or otherwise agree to be liable for (whether conditionally or unconditionally), any obligation of any person or entity. CENTRAL\31200109.7 -26- The provisions set forth above shall not apply to transfers of ownership interests in the Borrower (i) under any will or applicable law of descent, (ii) among any of the holders of direct or indirect ownership interests in Borrower that were holders of ownership interests in Borrower on the Closing Date, (iii) to any entity that is wholly owned, directly or indirectly, by FLLP or FLTI or any combination thereof, or (iv) representing up to forty-nine percent (49%) of the direct or indirect ownership interests in the Borrower to any person or entity, as long as no Event of Default exists at the time of any transfer described in (ii), (iii) or (iv) of this sentence and following any transfer described in (ii), (iii) or (iv), of this sentence (1) FLLP shall at all times own, directly or indirectly at least fifty-one percent (51%) of the equity interest in, and retain and maintain control of, Borrower and FLTI shall at all times be the sole general partner of, and maintain control over, FLLP, and (2) within fifteen (15) days following any such transfer, Borrower shall deliver to Lender (a) a statement showing the current ownership of the Borrower, (b) a certification from Borrower that Borrower remains in compliance with the ERISA provisions of the Loan Documents, and (c) a certification from Borrower that Borrower remains in compliance with the representations, warranties and covenants in the Loan Documents relative to Anti-Terrorism Regulations. Without limiting the provisions of the preceding sentence, Borrower and the transferee of the ownership interests in Borrower being transferred shall be deemed to have made the certification, as of the date of the applicable transfer, described in subsections (b) and (c) above in favor of Lender, as a result of the transfer, and the acceptance thereof, of the applicable ownership interests in Borrower. For purposes hereof, a person shall “control” the Borrower only if that person (i) shall have the power and authority, either directly or indirectly, to direct the day-to-day management of, and all major decisions regarding, the operations and management of the Borrower without requiring the consent of, or being subject to a veto by, any other person or entity, (ii) shall own, directly or indirectly, at least fifty-one percent (51%) of the equity and voting interests in that entity, and (iii) may not be removed from such position by any other party absent negligence or willful misconduct.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of LenderExcept as otherwise provided in this Article V, Lender may accelerate the Obligations and the entire Obligations (including a Prepayment Premium calculated by using the Alternate Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which may be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer fee) if any of the following shall occur:, whether occurring in a single transaction or in a series of transactions (each and collectively, a “Prohibited Transfer”): (a) Borrower shall sella direct or indirect sale, conveyconveyance, assignassignment, transfertransfer or disposal of, dispose divesting of or be divested of its title to, convey security title to the Property, mortgage, encumber pledge or cause encumbrance of or grant of a security interest or other lien on, or grant of any easement or right-of-way (each and collectively, a “Transfer”) with respect to be encumbered (except for the imposition all or any portion of mechanics’ or materialmens’ liens) the Property or any interest thereinin the Property, in any manner or waywhatsoever, whether voluntary or involuntary involuntary, except (except only i) for Permitted Encumbrances, (ii) any Transfer as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 a result of any Taking of the Note); orProperty or any portion thereof, (iii) liens, security interests, encumbrances and charges that Borrower pays, bonds or otherwise discharges, or is contesting, in accordance with the Loan Documents, and (ii) as otherwise permitted by this Section 5.01; (b) in the event of any mergermerger or consolidation of, consolidation, sale, transfer, assignment, or any Transfer or dissolution involving all or substantially all of the assets of of, (i) Borrower; (ii) any Principal; or (iii) REIT, where Borrower, Principal or any general partner REIT is not the surviving company or acquirer of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; orsuch assets; (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), of: (i) of (1) the ownership interests in Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning any such corporation or limited liability company, (3) the ownership interests of any owner of the beneficial interests of Borrower if Borrower is a trust; or corporation, any Transfer of more than forty-nine percent (ii49%) any general partner’s interest in (1) Borrower, (2) a partnership that is in Borrower's chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; orvoting shares in such corporation; (d) if Borrower is a partnership, any Transfer of a general partnership interest or of more than forty-nine percent (49%) of voting limited partnership interests in the event of Borrower or the conversion of any Person holding any general partnership interest in Borrower to a corporation, limited partnership interest, if Borrower is a partnership; orlimited liability company or any other type of entity with limited liability; (e) in the event of any change, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company, any Transfer of the membership interest of any managing member of Borrower or of the sole member of Borrower, if any, or of more than forty-nine percent (49%) of the non-managing membership interests of Borrower to any Person that is not wholly-owned by Principal; (f) if Borrower is a trust, any resignation, removal or substitution of the trustee or any Transfer of more than forty-nine percent (49%) of the beneficial interests of Borrower; (g) any other Transfer of more than forty-nine percent (49%) of the voting interests in Borrower; or (gh) any other event resulting in a Change of Control of Borrower or any Principal. Except as otherwise permitted by Section 5.02 direct or indirect interests or management Control in (i) the Property, (ii) Borrower, (iii) any member of Borrower, and/or (iv) any Person that has Control of Borrower, may be not Transferred without Lender’s approval and the occurrence of any such event will constitute an Event of Default. Notwithstanding the foregoing, any Transfers under the Loan Documents or under the Cross Defaulted Loan Documents that would result in more borrowers under the Loan or the Cross Defaulted Loans than originally contemplated during the term of the Loan and the Cross Defaulted Loans shall obtain be strictly prohibited. Notwithstanding the foregoing if the death of or the removal from Control of Borrower of any unsecured debt except for customary and reasonable short-term trade payables obtained and repaid natural person who has a direct or indirect ownership, beneficial or voting interest in Borrower or who is a general partner, managing member, sole member, manager or trustee of Borrower or is otherwise in Control of Borrower would cause a Prohibited Transfer, then the ordinary course provisions of businessthis Section 5.01 shall not apply to such Transfer; provided, however, that if such natural person is a general partner, managing member, sole member, manager or trustee of Borrower or is otherwise in Control of Borrower, then any successor to such natural person must be reasonably satisfactory to Lender.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which may be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms ([including maturity) ] of the Obligations or Documents, or requiring the payment of a transfer fee) any of the following shall occur: (a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ materialmen’s liens) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note)involuntary; or (b) in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of Borrower, Borrower or any managing general partner of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 managing member of the Noteoriginal Borrower; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) ten percent (10%) or more of (1) the ownership interests in Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, (3) the ownership interests of any owner of ten percent (10%) or more of the beneficial interests of Borrower if Borrower is a trust; or (ii) any general partner’s partnership interest in (1) Borrower, (2) a partnership that which is in Borrower's ’s chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that who has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or (g) Borrower shall obtain any unsecured debt except for customary and reasonable short-term trade payables obtained payables. The provisions set forth above shall not apply to transfers (i) under any will or applicable law of descent, or (ii) of membership interests in Borrower or the syndicated investor interests in Borrower for which each member acts as an agent, so long as no Event of Default exists at the time of any such transfer, and repaid following any transfer described in (ii) of this sentence, (1) Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and/or one of more of the children or grandchildren of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx and/or one or more senior members or employees of Wien & Malkin LLP shall comprise all of the members of Borrower, (2) Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and/or children or grandchildren of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx shall have a substantial role in the ordinary course day to day operations of businessBorrower and the Property, and (3) within sixty (60) days following any such transfer, Borrower shall deliver to Lender (a) a statement showing the current ownership of Borrower, (b) a certification from Borrower that Borrower remains in compliance with the ERISA provisions of the Documents, and (c) a certification from Borrower that Borrower remains in compliance with the representations, warranties and covenants in the Documents relative to Executive Order 13224. Prudential Loan No. 7061xxxxx Xxxx Building Supplemental Loan Mortgage and Security Agreement Additionally, Borrower shall be permitted to transfer the Property to a wholly owned affiliate of Borrower so long as (i) no Event of Default exists at the time of any such transfer; (ii) Borrower or the transferee pays a processing fee to Lender of $5,000, any documentary stamp taxes, intangibles taxes, recording fees, and other costs and expenses required in connection with any assumption agreement required hereunder, the fees and expenses of Borrower’s outside counsel in connection with reviewing and processing such transfer, and (iii) the transferee shall sign an assumption agreement acceptable to Lender with respect to the Documents, and following any such transfer (1) Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and/or one of more of the children or grandchildren of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx and/or one or more senior members or employees of Wien & Malkin LLP shall comprise all of the members of such transferee, (2) Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and/or children or grandchildren of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx shall have a substantial role in the day to day operations of such transfer and the Property, and (3) within sixty (60) days following any such transfer, Borrower shall deliver to Lender (a) a statement showing the current ownership of Borrower, (b) a certification from Borrower that Borrower remains in compliance with the ERISA provisions of the Documents, and (c) a certification from Borrower that Borrower remains in compliance with the representations, warranties and covenants in the Loan Documents relative to Executive Order 13224. Further, Borrower shall be permitted to file a condominium declaration against the Property during the term of the Loan (and if required by a relevant governmental agency, Lender will consent to such filing subject to the satisfaction of the requirements of this paragraph) so long as (i) no Event of Default exists at the time of filing, (ii) such condominium declaration shall at all times be subordinate to the Documents so that following a foreclosure of the Loan such condominium declaration shall foreclosed out and no longer encumber, apply to or impact the Property, (iii) no transfers of any of the condominium interests shall occur at any time during the term of the Loan, and (iv) Borrower shall pay a processing fee to Lender of $5,000 and Lender’s outside counsel fees and expenses in connection with reviewing and processing such condominium declaration (which shall contain an express subordination to the Loan and a termination provision that is applicable in the event of foreclosure of the Loan) and any modification of the Documents required by the filing of such condominium declaration.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Pool Obligations and the entire Pool Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which consent may be given or withheld for any or for no reasonreason or given conditionally, including the possibility of an ERISA violation or the proposed transfereein Lender’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer feesole discretion) any of the following shall occur: (a) Any Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the any Individual Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the any Individual Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to other than items of personal property replaced with items of substantially equal utility in the One-Time Transfer provision set forth ordinary course of business), excluding, however, Leases entered into in accordance with Section 13 7 of the NoteAssignment of Leases and Rents); or (b) in the event of any merger, consolidation, sale, transfer, assignment, liquidation or dissolution involving all any or substantially all of the assets of Borrower, any Borrower or any general partner or managing member of any Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) of (1) the any ownership interests in any Borrower, regardless of the type or form of entity of such Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of any Borrower or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, or (3) the ownership interests of in any owner of ten percent (10%) or more of the beneficial interests of any Borrower if such Borrower is a trust; or (ii) any general partner’s partnership, managing member or controlling interest in (1) any Borrower, (2) a partnership that an entity which is in any Borrower's ’s chain of ownership and which is derivatively liable for the obligations of such Borrower, or (3) any general entity partner that who has the legal right to participate directly or indirectly in the control of the management or operations of any Borrower; or (d) in the event of the conversion of any general partnership interest in any Borrower to a limited partnership interest, if such Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of any Borrower; , if such Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) of any Borrower if such Borrower is a limited liability company; or (g) any Borrower shall (i) obtain any secured or unsecured debt except for customary and reasonable short-term trade payables obtained and repaid in the ordinary course of businesssuch Borrower’s business or (ii) guarantee, or otherwise agree to be liable for (whether conditionally or unconditionally), any obligation of any person or entity. The provisions set forth above shall not apply to transfers under any will or applicable law of descent. Notwithstanding anything to the contrary contained in this Section 2, (i) any issuance, sale, transfer or other disposition of any shares of stock of Guarantor shall be permitted without Lender’s consent and without payment of any fee or prior notice to Lender as long as such issuance, sale, transfer or other disposition, does not result in: (A) any Borrower no longer being the owner of the Individual Property associated with such Borrower on Exhibit A to this Agreement; (B) Guarantor no longer being the sole general partner of Strategic Storage Operating Partnership, L.P., a Delaware limited partnership (“Operating Partnership”); (C) Operating Partnership no longer being the sole owner of any Borrower; (D) Guarantor no longer being the guarantor (however defined) under the Recourse Liability Guaranties, the Environmental Indemnities or the Fraudulent Conveyance Indemnity; or (E) one person or group of affiliated persons acquiring more than forty-nine (49%) of the voting shares of Guarantor in one or a series of related transactions, (ii) any issuance, sale, transfer or other disposition of any limited partnership interests in Operating Partnership shall be permitted without Lender’s consent and without payment of any fee or prior notice to Lender as long as such issuance, sale, transfer or other disposition, does not result in: (A) any Borrower no longer being the owner of its respective Individual Property as set forth in this Agreement; (B) Guarantor no longer being the sole general partner of Operating Partnership; (C) Operating Partnership no longer being the sole owner of any Borrower; or (D) Guarantor no longer being the guarantor (however defined) under the Recourse Liability Guaranties, the Environmental Indemnities or the Fraudulent Conveyance Indemnity, (iii) any issuance, sale, transfer or other disposition of any limited partnership interests in SS REIT II Operating Partnership, L.P., a Delaware limited partnership (“REIT II Operating Partnership”), shall be permitted without Lender’s consent and without payment of any fee or prior notice to Lender as long as such issuance, sale, transfer or other disposition, does not result in: (A) Durango no longer being the owner of the Individual Property Individual Property identified on Exhibit A of this Agreement as “0000 X Xxxxxxx Xxxxx”; (B) Self Storage REIT II, Inc., a Maryland corporation and a wholly-owned subsidiary of Guarantor, no longer being the sole general partner of REIT II Operating Partnership; (C) REIT II Operating Partnership no longer being the sole owner of Durango; or (D) Guarantor no longer being the guarantor (however defined) under the Recourse Liability Guaranties, the Environmental Indemnities or the Fraudulent Conveyance Indemnity.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations Pool Obligations, and the entire Pool Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which consent may be given or withheld for any or for no reasonreason or given conditionally, including the possibility of an ERISA violation or the proposed transfereein Lender’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer feesole discretion) any of the following shall occur: (a) other than in connection with a Permitted Transfer (defined below), any Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title toto its Individual Property, convey security title to the its Individual Property, or mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the its Individual Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only for (i) the imposition of mechanic’s or materialmen’s liens, judgment liens, tax liens and other liens arising by operation of law so long as expressly permitted pursuant Borrower causes same to be satisfied or bonded off within the One-Time Transfer provision set forth applicable time frame otherwise provided for in Section 13 the Documents, (ii) the sale or transfer of damaged or obsolete property replaced with property of equal or greater value, (iii) the imposition of easements and restrictions on the Property which in the aggregate do not have a material adverse affect on the value or use or marketability of the Note)Property, or (iv) the Permitted Encumbrances; or (b) other than in connection with a Permitted Transfer, in the event of any merger, consolidation, sale, transfer, assignment, liquidation, or dissolution involving all any or substantially all of the assets of Borrower, any Borrower or any general partner or managing member of any Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (c) other than in connection with a Permitted Transfer, in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) (A) forty-nine percent (49%) or more of (1) the any ownership interests in any Borrower, regardless of the type or form of entity of such Borrower, (2B) ten percent (10%) or more of the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of any Borrower or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, or (3C) the ownership interests of in any owner of ten percent (10%) or more of the beneficial interests of any Borrower if such Borrower is a trust; or (ii) any general partner’s partnership, managing member or controlling interest in (1A) any Borrower, (2B) a partnership that an entity which is in any Borrower's ’s chain of ownership and which is derivatively liable for the obligations of such Borrower, or (3C) any general partner entity that has the legal right to participate directly or indirectly in the control of the management or operations of Borrowerany Borrower (other than solely as property manager of an Individual Property); or (d) a pledge or encumbrance of any ownership interest in any Borrower or in any owner of Borrower to secure financing; or (e) in the event of the conversion of any general partnership interest in any Borrower to a limited partnership interest, interest if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; if such Borrower is a partnership; or (f) in the event of any change, removal, or resignation of any general partner of any Borrower if such Borrower is a partnership (other than a change to a general partner that is a CHT Entity (defined below); or (g) in the event of any change, removal, addition or resignation of a managing member of any Borrower (or if no managing member, any member) if such Borrower is a limited liability companycompany (other than a change to a managing member that is a CHT Entity), provided that the foregoing shall not prohibit the change, removal, addition or resignation of individuals (who are not managing members) on any board of managers or board of directors, as applicable, of any Borrower; or (gh) any Borrower shall (i) obtain any secured or unsecured debt except for customary and reasonable short-term trade payables or Permitted Capital Leases obtained and repaid in the ordinary course of businesssuch Borrower’s business or (ii) guarantee, or otherwise agree to be liable for (whether conditionally or unconditionally), any obligation of any person or entity. The provisions set forth above shall not apply to the following (each, a “Permitted Transfer” and collectively, “Permitted Transfers”): (A) transfers, pledges or assignments (i) under any will or applicable law of descent, (ii) of publicly traded shares of CNL Healthcare Trust, Inc., a Maryland corporation (“CHT REIT”), and (iii) of direct or indirect ownership interests in any Borrower so long as (1) no Event of Default exists at the time of such transfer, (2) CHT REIT or its affiliates that are wholly owned by CHT REIT (collectively, a “CHT Entity”) retain at least fifty-one percent (51%) ownership interest in such Borrower following such transfer, and (3) a CHT Entity shall control such Borrower and the day-to-day operations of such Borrower’s Individual Property (except in the case where the day-to-day operations of such Borrower’s Individual Property is controlled by a Property Manager), and within sixty (60) days following any such transfer, such Borrower shall deliver to Lender (x) a statement showing the current ownership of Borrower, (y) a certification from Borrower that Borrower remains in compliance with the ERISA provisions of the Documents and (z) a certification from Borrower that Borrower remains in compliance with the representations, warranties and covenants under the Documents, including without limitation, those relative to Executive Order 13224, as amended, and Anti-Terrorism Regulations; without limiting the provisions of the preceding subsection (A), Borrower and the transferee of the ownership interests in such Borrower being transferred shall be deemed to have made the certification, as of the date of the applicable transfer, described in subsections (y) and (z) above in favor of Lender, as a result of the transfer, and the acceptance thereof, of the applicable ownership interests in such Borrower; and (B) any merger, consolidation, sale, transfer, or assignment involving all or substantially all of the assets of any Borrower to a CHT Entity or all of the ownership interests in any Borrower to a CHT Entity, provided that (1) such CHT Entity shall meets the special purpose entity requirements as more particularly set forth in Section 3.22 of this Agreement, (2) any transferee shall execute and deliver any and all documentation as may be reasonably required by Lender in form and substance reasonably satisfactory to Lender including assumption documents, (3) counsel to the transferee shall deliver to Lender opinion letters relating to such transfer (provided such opinion letters were required in connection with the closing of the applicable Individual Loan) in form and substance reasonably satisfactory to Lender, (4) if any Individual Property is transferred, Borrower shall deliver (or caused to be delivered) to Lender, an endorsement to Lender’s title insurance policy relating to the change in the identity of the transferee and the execution and delivery of the transfer documentation in form and substance reasonably acceptable to Lender, (5) Borrower shall pay all reasonable expenses incurred by Lender in connection with such transfer, including Lender’s reasonable attorneys’ fees and expenses, all recording fees, and all fees payable to the applicable title company for delivery to Lender of the endorsement referred to above and Borrower shall pay Lender a servicing fee determined by Lender, and (6) such other requirements of Lender shall be satisfied. For purposes hereof, a person shall “control” a Borrower only if that person (i) shall have the power and authority, either directly or indirectly, to direct the day-to-day management of, and all major decisions regarding, the operations and management of such Borrower without requiring the consent of, or being subject to a veto by, any other person or entity, and (ii) may not be removed from such position by any other party absent negligence or willful misconduct.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which may be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms ([including maturity) ] of the Obligations or Documents, or requiring the payment of a transfer fee) any of the following shall occur: (a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ materialmen’s liens) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note)involuntary; or (b) in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of Borrower, Borrower or any managing general partner of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 managing member of the Noteoriginal Borrower; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i) ten percent (10%) or more of (1) the ownership interests in Borrower, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, (3) the ownership interests of any owner of ten percent (10%) or more of the beneficial interests of Borrower if Borrower is a trust; or (ii) any general partner’s partnership interest in (1) Borrower, (2) a partnership that which is in Borrower's ’s chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that who has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or (g) Borrower shall obtain any unsecured debt except for customary and reasonable short-term trade payables obtained payables. Prudential Loan 6 1xx xxx Xxxx (Second Funding)/ Mortgage The provisions set forth above shall not apply to transfers (i) under any will or applicable law of descent, or (ii) of membership interests in Borrower or the syndicated investor interests in Borrower for which each member acts as an agent, so long as no Event of Default exists at the time of any such transfer, and repaid following any transfer described in (ii) of this sentence, (1) Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and/or one of more of the children or grandchildren of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx and/or one or more senior members or employees of Wien & Malkin LLP shall comprise all of the members of Borrower, (2) Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and/or children or grandchildren of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx shall have a substantial role in the ordinary course day to day operations of businessBorrower and the Property, and (3) within sixty (60) days following any such transfer, Borrower shall deliver to Lender (a) a statement showing the current ownership of Borrower, (b) a certification from Borrower that Borrower remains in compliance with the ERISA provisions of the Documents, and (c) a certification from Borrower that Borrower remains in compliance with the representations, warranties and covenants in the Documents relative to Executive Order 13224. Additionally, Borrower shall be permitted to transfer the Property to a wholly owned affiliate of Borrower so long as (i) no Event of Default exists at the time of any such transfer; (ii) Borrower or the transferee pays a processing fee to Lender of $5,000, any documentary stamp taxes, intangibles taxes, recording fees, and other costs and expenses required in connection with any assumption agreement required hereunder, the fees and expenses of Borrower’s outside counsel in connection with reviewing and processing such transfer, and (iii) the transferee shall sign an assumption agreement acceptable to Lender with respect to the Documents, and following any such transfer (1) Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and/or one of more of the children or grandchildren of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx and/or one or more senior members or employees of Wien & Malkin LLP shall comprise all of the members of such transferee, (2) Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and/or children or grandchildren of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx shall have a substantial role in the day to day operations of such transfer and the Property, and (3) within sixty (60) days following any such transfer, Borrower shall deliver to Lender (a) a statement showing the current ownership of Borrower, (b) a certification from Borrower that Borrower remains in compliance with the ERISA provisions of the Documents, and (c) a certification from Borrower that Borrower remains in compliance with the representations, warranties and covenants in the Loan Documents relative to Executive Order 13224. Further, Borrower shall be permitted to file a condominium declaration against the Property during the term of the Loan (and if required by a relevant governmental agency, Lender will consent to such filing subject to the satisfaction of the requirements of this paragraph) so long as (i) no Event of Default exists at the time of filing, (ii) such condominium declaration shall at all times be subordinate to the Documents so that following a foreclosure of the Loan such condominium declaration shall foreclosed out and no longer encumber, apply to or impact the Property, (iii) no transfers of any of the condominium interests shall occur at any time during the term of the Loan, and (iv) Borrower shall pay a processing fee to Lender of $5,000 and Lender’s outside counsel fees and expenses in connection with reviewing and processing such condominium declaration (which shall contain an express subordination to the Loan and a termination provision that is applicable in the event of foreclosure of the Loan) and any modification of the Documents required by the filing of such condominium declaration.

Due on Sale or Encumbrance. (a) It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the any Prepayment Premium) shall become immediately due and payable, if, if without Lender’s prior written consent (which may be withheld for any or no reason, reason including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer fee) any fee)(except pursuant to and in compliance with the provisions of the following shall occur:Sections 2.2, 2.3, 3.1 or 4.1 of this Agreement): (ai) if any Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the any Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ materialmen’s liens) the any Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note)involuntary; or (bii) subject to Section 2.2 below, in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of any Borrower, or any general partner of Borrower, except only in connection with a Permitted Transfer (defined in Section 5.02 below) or a One Time Transfer pursuant to Section 13 of the Note; or (ciii) subject to Section 2.2 below, in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only in connection with a Permitted Transfer or Permitted Admission (as defined in Section 5.03 below), ) of: (i1) ten percent (10%) or more of (1) the ownership interests in Borrowerinterest of any Borrower or SPE Equity Owner, regardless of the type or form of entity of Borrowersuch Borrower or SPE Equity Owner, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of any Borrower or SPE Equity Owner or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, (3) the ownership interests of any owner of ten percent (10%) or more of the beneficial interests of any Borrower or SPE Equity Owner if such Borrower or SPE Equity Owner is a trust; or (ii2) any general partner’s partnership interest in (1) Borrowerany Borrower or SPE Equity Owner, (2) a partnership that which is in any Borrower's ’s or SPE Equity Owner’s chain of ownership and which is derivatively liable for the obligations of Borrowersuch Borrower or SPE Equity Owner, or (3) any general partner that who has the legal right to participate directly or indirectly in the control of the management or operations of Borrowerany Borrower or SPE Equity Owner; or (d3) more than forty-nine percent (49%) of the total direct or indirect legal or beneficial ownership interests in Borrower or SPE Equity Owner; or (4) any direct or indirect legal or beneficial ownership interests in Borrower or SPE Equity Owner which results in a change in control of Borrower or SPE Equity Owner. (iv) subject to Section 2.2 below, in the event of the conversion of any general partnership interest in any Borrower or SPE Equity Owner to a limited partnership interest, if Borrower is a partnership; or (ev) subject to Section 2.2 below, in the event of any change, removal, or resignation of any general partner of Borrower; if any Borrower is a partnershipor SPE Equity Owner; or (fvi) subject to Section 2.2 below, in the event of any change, removal, addition or resignation of a managing member (of any Borrower or if no managing member, any member) if Borrower is a limited liability companySPE Equity Owner; or (gvii) in the event of any assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance of any interest in Borrower by SPE Equity Owner. (b) The provisions of Section 2.1(a) shall obtain not apply to transfers under any unsecured debt except for customary will or applicable law of descent. Further, the provisions of Section 2.1(a) shall not operate to prohibit or apply to (x) the transfer, sale or conveyance of publicly traded shares in AMB Property Corporation, (y) the transfer, sale or conveyance of shares in AMB Property Holding Corporation so long as (1) either AMB Property Corporation or AMB Property, L.P. (I) shall own, directly or indirectly, at least a ten percent (10%) ownership interest in AMB Property Holding Corporation, and reasonable short(II) directly or indirectly controls, manages, and directs AMB Property Holding Corporation, or (z) the transfer, sale or conveyance of limited partnership interests in AMB Property, L.P. or AMB Property II, L.P. Notwithstanding the foregoing, if any such transfer results in any Person’s direct or indirect interest in any SPE Equity Owner or Borrower exceeding forty-term trade payables obtained nine percent (49%) and repaid such Person’s direct and indirect interest in the ordinary course of businesssuch SPE Equity Owner or Borrower did not exceed forty-nine percent (49%) prior to such transfer then prior to such transfer, Borrower shall, if requested by any Rating Agency, deliver a non-consolidation opinion reasonably acceptable to Lender.

Due on Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which may be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer fee) any of the following shall occur: (a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only as expressly permitted pursuant to the One-Time Transfer provision set forth in Section 13 of the Note); or (b) in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of Borrower, or any general partner managing member of the original Borrower, except only in connection with a Permitted Transfer merger of another publicly traded entity into Borrower, Eagle Hospitality Properties Trust, Inc., a Maryland corporation (defined in Section 5.02 below) “EHPTI”), or EHP Operating Partnership, L.P., a Maryland limited partnership (“EHPOP”), or a One Time Transfer merger of Borrower, EHPTI or EHPOP into another publicly traded entity, provided, however that the surviving entity (i) is equal to or larger in net assets and value than Borrower, (ii) has a credit quality and the experience in managing similar properties equal to or greater than Borrower in the judgment of Lender, and (iii) assumes all obligations of Borrower with respect to the Loan pursuant to Section 13 of the Notean assumption agreement in form and content approved by Lender; or (c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only the transfer of operating partnership units in EHPOP in connection with a Permitted Transfer the purchase of assets or Permitted Admission (as defined in Section 5.03 below)properties by EHPTI or EHPOP, of: (i) 25% or more of (1) the ownership interests in BorrowerBorrower existing as of the date of this Instrument, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of Borrower or any corporation or limited liability company directly or indirectly owning 25% or more of any such corporation or limited liability companycompany existing as of the date of this Instrument, (3) the ownership interests of any owner of twenty-five percent (25%) or more of the beneficial interests of Borrower if Borrower is a trusttrust existing as of the date of this Instrument; or (ii) any managing member’s interest or general partner’s interest in (1) Borrower, (2) a partnership that or limited liability company which is in Borrower's ’s chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner that or managing member who has the legal right to participate directly or indirectly in the control of the management or operations of Borrower; or (d) in the event of the conversion of any general partnership interest in Borrower to a limited partnership interest, if Borrower is a partnership; or (e) in the event of any change, removal, or resignation of any general partner of Borrower; if Borrower is a partnership; or (f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or (g) shall obtain any unsecured debt except for customary and reasonable short-term trade payables obtained and repaid in the ordinary course of business.