Common use of Due on Sale or Encumbrance Clause in Contracts

Due on Sale or Encumbrance. At the option of Mortgagee, the entire amount of the indebtedness evidenced by the Note will become immediately due and payable: (a) if Mortgagor shall transfer, or agree to transfer, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein. Consent to one such transfer shall not be deemed to be a waiver of the right to require consent to future or successive transfers. As used herein “transfer” shall include, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy subordinate to this Mortgage] and to all advances made and to be made hereunder and, in the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; or (b) if Mortgagor shall encumber, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest therein (including any air or development rights) or any interest in Mortgagor without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such encumbrance shall be subject to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent to one such encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive encumbrances. As used herein “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device.

Due on Sale or Encumbrance. At Without Lender’s consent, which consent may be given or withheld in the option sole discretion of MortgageeLender, the entire amount neither Borrower nor any other Person directly or indirectly holding any direct or indirect legal, beneficial, equitable or other interest in Borrower (at each and every tier or level of ownership) shall, or permit other Persons to, Transfer (whether or not for consideration or of record) all or any portion of the indebtedness evidenced by the Note will become immediately due and payable: Mortgaged Property or any direct or indirect legal, equitable, beneficial or other interest (a1) if Mortgagor shall transfer, or agree to transfer, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property; (2) in Borrower; or (3) at each and every tier or level of ownership, in Borrower’s direct or indirect partners, members, shareholders, beneficial or constituent owners including Guarantor, Borrower Representative, any interest therein owners of Borrower Representative (including or the direct or indirect owners of any air direct or development rights) without, indirect interests in any such caseconstituent owners), including (a) an installment sales agreement for a price to be paid in installments; (b) except as otherwise permitted pursuant to Section 7.5, any Leases or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (c) any direct or indirect voluntary or involuntary sale of any ownership interest in Borrower or other Person directly or indirectly owning any direct or indirect interest in Borrower; (d) the creation, issuance or redemption of direct or indirect ownership interests by Borrower or any Person owning a direct or indirect interest in Borrower (at each every tier or level of ownership); (e) any merger, consolidation, dissolution or liquidation; and (f) without limitation of any of the foregoing, any direct or indirect voluntary or involuntary Transfer by any Person which indirectly controls Borrower (by operation of law or otherwise) of its direct or indirect controlling interests in Borrower. Notwithstanding the foregoing, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein. Consent to one such transfer following shall not be deemed to be prohibited under this Section 7.11: (i) a waiver Transfer of an indirect ownership interest in Borrower, by the current owner thereof to a wholly-owned subsidiary of Guarantor and (ii) Transfers of ownership interests in a Person whose stock is publicly traded, so long as (x) no such transfers described in parts (i) and (ii) of this sentence result in any Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect interest in Borrower (if such Person or Group did not prior to the Transfer, own at least forty-nine percent (49%) of the right direct or indirect ownership interests in Borrower), unless such Person or Group acquiring, directly or indirectly, more than a forty-nine percent (49%) direct or indirect interest in Borrower has a Credit Rating of “Baa2” or higher from Xxxxx’x or “BBB” or higher from S&P, or, as applicable, an equivalent rating from another Rating Agency, or, if such Person or Group is not rated by a Rating Agency, has (A) a Net Worth of $1,000,000,000 or more, (B) an EBITDA Interest Coverage of 6.0 or greater and (C) a Total Debt/Capitalization no greater than 40%, and (y) no Change in Control occurs by virtue of such Transfers (other than pursuant to require consent to future or successive transfersclause (ii) of the definition of “Change of Control”). As used herein “transfer” shall includeNotwithstanding the foregoing, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy subordinate to this Mortgage] and to all advances made and to be made hereunder and, Borrower may sell Inventory in the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, ordinary course of business and transfer or other disposition dispose of any interest therein; or (b) if Mortgagor shall encumbertangible personal property to Persons that are not Borrower’s Affiliates, which tangible personal property is immediately replaced by an article of equivalent suitability and value or agree to encumber, which is no longer necessary in any manner, either voluntarily or involuntarily, by connection with the operation of law the Mortgaged Property provided that such transfer or otherwise, all or any portion disposal will (i) not have a Material Adverse Effect; (ii) not materially impair the utility of the Mortgaged Property, and (iii) not result in a reduction or any interest therein (including any air abatement of, or development rights) or any interest in Mortgagor without, in any such caseright of offset against, the prior written consent of Mortgagee. Mortgagee may grant Gross Revenues payable under any Lease or deny such consent in its sole discretion andotherwise, if consent should be given, and provided that any such encumbrance tangible personal property acquired by Borrower (and not so disposed of) shall be subject to this Mortgage the Lien of the Mortgage. Borrower acknowledges that Lender has examined and any documents which evidence relied on the experience of Borrower and Guarantor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan and will continue to rely on such ownership of the Mortgaged Property and Borrower and Guarantor as a means of maintaining the value of the Mortgaged Property as security for repayment of the Loan and the performance of the other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Borrower default in the repayment of the Loan or secure the loan secured herebyperformance of the other Obligations, Lender can recover the Loan by a sale of the Mortgaged Property. Consent to one such encumbrance Lender shall not be deemed required to be a waiver demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the right to require consent to future or successive encumbrances. As used herein “encumber” shall include, without limitation, the placing or permitting the placing of Loan immediately due and payable upon any mortgage, deed of trust, assignment of rents or other security deviceDefault under this Section 7.11.

Due on Sale or Encumbrance. At the option of Mortgagee, the entire amount of the indebtedness evidenced by the Note will become immediately due and payable: (a) if Except as otherwise expressly set forth in this Agreement, in the event Mortgagor shall transferdirectly or indirectly sells, conveys, transfers, disposes of, or agree to transfer, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, further encumbers all or any portion part of the Mortgaged Property, Premises or any interest therein (other than with respect to the Junior Lien), or in the event any ownership interest in Mortgagor (including without limitation voting rights in respect thereof) is directly or indirectly issued, transferred or encumbered, or in the event Mortgagor or any air or development rights) withoutowner of Mortgagor agrees so to do, in any such case, case without the prior written consent of Mortgagee. Mortgagee being first obtained (which consent Mortgagee may grant or deny such consent withhold in its sole discretion andand absolute discretion), if consent should then, at the sole option of Mortgagee, Mortgagee may accelerate the Loan and declare the principal of and the accrued interest of the Note, and including all sums advanced hereunder or otherwise payable under the Loan Documents, with interest, to be givenforthwith due and payable, any such transfer and thereupon the Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be subject and become immediately due and payable without presentment, demand or further notice of any kind. Without limiting the generality of the foregoing, a merger, consolidation, reorganization, entity conversion or other restructuring or transfer by operation of law, whereunder Mortgagor or, in the case of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to this Mortgage be a transfer of the Premises or of an ownership interest in Mortgagor; and any other documents which evidence transfer of an ownership interest in a general or secure the loan secured herebylimited partnership, and any such transferee corporation or limited liability company holding an ownership interest in Mortgagor shall assume all of Mortgagor’s obligations hereunder and thereunder and agree be deemed to be bound by all provisions and perform all obligations contained herein and thereina transfer of such ownership interest in Mortgagor. Consent as to any one such transfer transaction shall not be deemed to be a waiver of the right to require consent to future or successive transferstransactions. As used herein “transfer” Without limiting the generality of the foregoing, there shall includebe no subordinate liens or financing relating to the Premises, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy subordinate to this Mortgage] and to all advances made and to be made hereunder and, in other than the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; orJunior Lien. (b) if Mortgagor Notwithstanding the foregoing, and provided no Event of Default (as hereinafter defined) has occurred and is continuing, one transfer or conveyance of the entire Premises to a transferee approved by Mortgagee in its sole and absolute discretion shall encumber, or agree be permitted upon (i) execution by the transferee of an assumption agreement satisfactory to encumberMortgagee; (ii) receipt by Mortgagee of a non-refundable fee equal to one percent (1%) of the outstanding amount of the Note at the time of such transfer and assumption; (iii) receipt by Mortgagee of an endorsement to Mortgagee’s title policy, in form and substance acceptable to Mortgagee; and (iv) receipt by Mortgagee of opinions of counsel, and authorization documents of Mortgagor and the transferee, satisfactory to Mortgagee. Further, Mortgagee, in its sole and absolute discretion, may require individuals specifically named by Mortgagee to deliver to Mortgagee an Environmental Indemnification Agreement on Mortgagee’s standard form. The rights granted to Mortgagor in this paragraph are personal to the original Mortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any manner, either voluntarily or involuntarily, by operation of law or otherwise, all transferee. Any such transfer and assumption will not release the original Mortgagor or any portion guarantor of any of Mortgagor’s obligations under the Note or any of the Mortgaged Property, or Loan Documents (a “Guarantor”) from any interest therein (including any air or development rights) or any interest in Mortgagor without, in any such case, liability to Mortgagee without the prior written consent of Mortgagee. , which consent may be given or withheld in Mortgagee’s sole and absolute discretion and may be conditioned upon the execution of new guaranties from the principals of the transferee, execution by the principals of the transferee of Mortgagee’s standard Environmental Indemnification Agreement, and such other requirements as Mortgagee may grant or deny such consent deem appropriate in its sole discretion anddiscretion. (c) Additionally, if consent should be givenand notwithstanding the foregoing, any such encumbrance shall ownership interest in Mortgagor may be subject to this Mortgage and any documents which evidence voluntarily sold, transferred, conveyed or secure the loan secured hereby. Consent to one such encumbrance shall not be deemed to be a waiver assigned by holders thereof as of the right date hereof for estate planning purposes to require consent Immediate Family Members (as defined below) or to future an entity controlled by a holder of an ownership interest in Mortgagor as of the date hereof or successive encumbrancesby one or more of such Immediate Family Members, or to a trust for the benefit of any of such parties, provided (i) no Event of Default shall have occurred and be continuing hereunder or under any of the Loan Documents or any separate documents guarantying Mortgagor’s payment and the performance of the Loan, (ii) Mortgagee is notified of such proposed transfer and provided with such documentation evidencing the transfer and identity of the transferee as reasonably requested by Mortgagee, and (iii) Mortgagor reimburses Mortgagee for all fees and expenses including reasonable attorneys’ fees associated with Mortgagee’s review and documentation of the transfer, whether or not consummated. As used herein “encumberImmediate Family Members” shall includemean the spouse, without limitationchildren and grandchildren of each holder of an ownership interest in Mortgagor, as comprised on the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security devicedate hereof.

Due on Sale or Encumbrance. At In the event Grantor directly or indirectly sells, conveys, transfers, disposes of, or further encumbers all or any part of the Mortgaged Premises or any interest therein, or in the event any ownership interest in Grantor is directly or indirectly transferred or encumbered, or in the event Grantor or any owner of Grantor agrees so to do, in any case without the written consent of Beneficiary being first obtained (which consent Beneficiary may withhold in its sole and absolute discretion), then, at the sole option of MortgageeBeneficiary, Beneficiary may accelerate the entire amount Loan and declare the principal of and the accrued interest of the indebtedness evidenced by Note, and including all sums advanced hereunder with interest, to be forthwith due and payable, and thereupon the Note will Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable: (a) if Mortgagor shall transferpayable without presentment, demand or agree to transferfurther notice of any kind. Without limiting the generality of the foregoing, in any mannera merger, either voluntarily consolidation, reorganization, entity conversion or involuntarily, other restructuring or transfer by operation of law or otherwiselaw, all or any portion whereunder the Grantor or, in the case of an ownership interest, the holder of an ownership interest in Grantor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged Property, Premises or any of an ownership interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and thereinGrantor. Consent as to any one such transfer transaction shall not be deemed to be a waiver of the right to require consent to future or successive transferstransactions. As used herein “transfer” shall include, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy subordinate to this Mortgage] and to all advances made and to be made hereunder and, in Without limiting the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; or (b) if Mortgagor shall encumber, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion generality of the foregoing, there shall be no subordinate financing relating to the Mortgaged PropertyPremises. Notwithstanding the foregoing, or and provided no Event of Default (as hereinafter defined) has occurred and is continuing beyond any interest therein (including any air or development rights) or any interest in Mortgagor withoutapplicable notice and cure period, in any such case, with the prior written consent of Mortgagee. Mortgagee Beneficiary, which it may grant or deny such consent withhold in its sole and absolute discretion, one transfer or conveyance of the Mortgaged Premises or interest in Grantor to a transferee approved by Beneficiary in its sole and absolute discretion and, if consent should be given, any such encumbrance shall be subject permitted upon (a) execution by the transferee of an assumption agreement satisfactory to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent Beneficiary; (b) receipt by Beneficiary of a non-refundable fee equal to one percent (1%) of the outstanding amount of the Note at the time of such encumbrance sale and assumption; (c) receipt by Beneficiary of an endorsement to Beneficiary’s title policy, in form and substance acceptable to Beneficiary; and (d) receipt by Beneficiary of opinions of counsel, and authorization documents of Grantor and the transferee, satisfactory to Beneficiary. Further, Beneficiary, in its sole and absolute discretion, may require individuals specifically named by Beneficiary to deliver to Beneficiary an Environmental Indemnification Agreement on Beneficiary’s standard form. The rights granted to Grantor in this paragraph are personal to the original Grantor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any transferee. Any such transfer and assumption will not release the original Grantor or any guarantor from any liability to Beneficiary without the written consent of Beneficiary, which consent may be deemed to given or withheld in Beneficiary’s sole and absolute discretion and may be a waiver conditioned upon the execution of new guaranties from the principals of the right to require transferee, execution by the principals of the transferee of Beneficiary’s standard Environmental Indemnification Agreement, and such other requirements as Beneficiary may deem appropriate in its discretion. Further, notwithstanding the foregoing, either of the following may occur without the consent to future of Beneficiary: (a) transfers of shares in Xxxx Credit Property Trust II, Inc., Xxxx Credit Property Trust III, Inc. or successive encumbrances. As used herein “encumber” shall includeany other Xxxx-sponsored entity whose ownership interests are bought, without limitationsold and redeemed through U.S. broker-dealers, the placing and (b) transfers of ownership interests in any Restricted Party and ownership interests in any member, partner or permitting the placing shareholder of any mortgageRestricted Party to any affiliate or subsidiary of a Restricted Party, deed provided that, at all times, Xxxxxxxxxxx X. Xxxx, Xxxx Holdings Corporation, Xxxx Credit Property Trust II, Inc. or Xxxx Credit Property Trust III, Inc. continues to “control” the Restricted Party, where the term “control” means the power to direct the management and policies of trustthe Restricted Party. For purposes of this paragraph, assignment “Restricted Party” means Borrower and/or a guarantor of rents the Note. In all events, Beneficiary shall be notified in advance of any proposed transfer, and Grantor shall pay, or other security devicereimburse Beneficiary for, all costs and expenses associated with any proposed transfer of the Mortgaged Premises or interests in Grantor that requires the consent of Beneficiary, whether or not consummated, including legal fees and costs.

Due on Sale or Encumbrance. At (a) Except as otherwise expressly set forth in this Agreement, in the event Grantor directly or indirectly sells, conveys, transfers, disposes of, or further encumbers all or any part of the Premises or any interest therein, or in the event any ownership interest in Grantor (including without limitation voting rights in respect thereof) is directly or indirectly issued, transferred or encumbered, or in the event Grantor or any owner of Grantor agrees so to do, in any case without the written consent of Beneficiary being first obtained (which consent Beneficiary may withhold in its sole and absolute discretion), then, at the sole option of MortgageeBeneficiary, Beneficiary may accelerate the entire amount Loan and declare the principal of and the accrued interest of the indebtedness evidenced by Note, and including all sums advanced hereunder or otherwise payable under the Note will Loan Documents with interest, to be forthwith due and payable, and thereupon the Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder or otherwise payable under the Loan Documents, and interest thereon, shall be and become immediately due and payable: (a) if Mortgagor shall transferpayable without presentment, demand or agree to transferfurther notice of any kind. Without limiting the generality of the foregoing, in any mannera merger, either voluntarily consolidation, reorganization, entity conversion or involuntarily, other restructuring or transfer by operation of law or otherwiselaw, all or any portion whereunder Grantor or, in the case of an ownership interest, the holder of an ownership interest in Grantor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged PropertyPremises or of an ownership interest in Grantor; and any transfer of an ownership interest in a general or limited partnership, corporation or any limited liability company holding an ownership interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer Grantor shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree deemed to be bound by all provisions and perform all obligations contained herein and thereina transfer of such ownership interest in Grantor. Consent as to any one such transfer transaction shall not be deemed to be a waiver of the right to require consent to future or successive transferstransactions. As used herein “transfer” Without limiting the generality of the foregoing, there shall include, without limitation, any sale, assignment, lease be no subordinate liens or conveyance [except leases for occupancy subordinate financing relating to this Mortgage] and to all advances made and to be made hereunder and, in the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; orPremises. (b) if Mortgagor Notwithstanding the foregoing, and provided no Event of Default (as hereinafter defined) has occurred and is continuing, one transfer or conveyance of the entire Premises to a transferee approved by Beneficiary in its sole and absolute discretion shall encumber, or agree be permitted upon (i) execution by the transferee of an assumption agreement satisfactory to encumberBeneficiary; (ii) receipt by Beneficiary of a non-refundable fee equal to one percent (1%) of the outstanding amount of the Note at the time of such transfer and assumption; (iii) receipt by Beneficiary of an endorsement to Beneficiary’s title policy, in form and substance acceptable to Beneficiary; and (iv) receipt by Beneficiary of opinions of counsel, and authorization documents of Grantor and the transferee, satisfactory to Beneficiary. Further, Beneficiary, in its sole and absolute discretion, may require individuals specifically named by Beneficiary to deliver to Beneficiary an Environmental Indemnification Agreement on Beneficiary’s standard form. The rights granted to Grantor in this paragraph are personal to the original Grantor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any manner, either voluntarily or involuntarily, by operation of law or otherwise, all transferee. Any such transfer and assumption will not release the original Grantor or any portion guarantor of any of Grantor’s obligations under the Note or any of the Mortgaged Property, or Loan Documents (a “Guarantor”) from any interest therein (including any air or development rights) or any interest in Mortgagor without, in any such case, liability to Beneficiary without the prior written consent of Mortgagee. Mortgagee Beneficiary, which consent may grant be given or deny withheld in Beneficiary’s sole and absolute discretion and may be conditioned upon the execution of new guaranties from the principals of the transferee, execution by the principals of the transferee of Beneficiary’s standard Environmental Indemnification Agreement, and such consent other requirements as Beneficiary may deem appropriate in its sole discretion anddiscretion. (c) Additionally, if consent should be givenand notwithstanding the foregoing, any such encumbrance shall ownership interest in Grantor may be subject to this Mortgage and any documents which evidence voluntarily sold, transferred, conveyed or secure the loan secured hereby. Consent to one such encumbrance shall not be deemed to be a waiver assigned by holders thereof as of the right date hereof for estate planning purposes to require consent Immediate Family Members (as defined below) or to future an entity controlled by a holder of an ownership interest in Grantor as of the date hereof or successive encumbrancesby one or more of such Immediate Family Members, or to a trust for the benefit of any of such parties, provided (i) no Event of Default shall have occurred and be continuing hereunder or under any of the Loan Documents or any separate documents guarantying Grantor’s payment and the performance of the Loan, (ii) Beneficiary is notified of such proposed transfer and provided with such documentation evidencing the transfer and identity of the transferee as reasonably requested by Beneficiary, and (iii) Grantor reimburses Beneficiary for all fees and expenses including reasonable attorneys’ fees associated with Beneficiary’s review and documentation of the transfer, whether or not consummated. As used herein “encumberImmediate Family Members” shall includemean the spouse, without limitationchildren and grandchildren of each holder of an ownership interest in Grantor, as comprised on the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security devicedate hereof.

Due on Sale or Encumbrance. At the option of MortgageeMortgagor will not, the entire amount of the indebtedness evidenced by the Note and will become immediately due and payable: (a) if Mortgagor shall transfernot cause, allow or agree to transfer, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest therein (including any air or development rights) without, in any such case, permit a Transfer without the prior written consent of Mortgagee, which consent may be withheld for any reason or no reason, or given conditionally, in Mortgagee's sole and absolute discretion. Mortgagee may grant or deny such If a Transfer occurs without the foregoing consent in its sole discretion andof Mortgagee, if consent should be giventhen the entire balance of the Indebtedness, any such transfer shall be subject to this Mortgage including all accrued interest and any other documents which evidence or secure the loan sums secured hereby, together with a prepayment premium calculated in accordance with the provisions of the Note, shall become immediately due and payable at the option of Mortgagee. Any permitted transferee (including, without limitation, a transferee of the property permitted pursuant to Paragraph 2.13.A. below) shall, as a condition of the effectiveness of any such transferee shall consent or waiver by Mortgagee hereunder, assume all of Mortgagor’s 's obligations hereunder and thereunder under the Loan Documents and agree to be bound thereby. Such assumption shall not, however, release Mortgagor or any Principal Party from any liability under the Loan Documents. This provision shall not apply to (i) transfers of title or interest under any will or testament or applicable law of descent, (ii) transfers of limited partnership interests or (iii) transfers of general partnership interests, so long as USF&G Realty Partners, Inc., a Maryland corporation, and Xxxx Xxxxx Realty Partners, Inc., a Maryland corporation, (each, a "General Partner") or a wholly-owned affiliate of either General Partner, alone or in concert, have discretion and control over the affairs and business of Mortgagor at least equivalent to the discretion and control held by all provisions and perform all obligations contained herein and thereinthe General Partners as of the date of this Mortgage. Consent to one such transfer any Transfer by Mortgagee shall not be deemed to be a waiver of the Mortgagee's right to require such consent to any further or future Transfers. A. Notwithstanding the foregoing, if no Event of Default or successive transfers. As used herein “event which with the passage of time or the giving of notice or both would constitute an Event of Default has occurred and is continuing, Mortgagee agrees, within thirty (30) days after written request by Mortgagor, to consent to one and only one transfer of the entire property, if (i) the proposed transferee of the Property is a Person which, in the judgment of Mortgagee, has financial capability and creditworthiness, reputation and experience in the ownership, operation, management, and leasing of similar properties, equal to or greater than Mortgagor; (ii) at the time of transfer the Loan to Value Ratio does not exceed sixty percent (60%); (iii) Mortgagor pays Mortgagee a non-refundable servicing fee (as specified by Mortgagee) at the time of the request which shall be deemed earned by Mortgagee even if such request is denied, and an additional fee equal to one percent (1%) of the outstanding principal balance of the Loan at the time of the transfer” shall include; (iv) at Mortgagee's option, Mortgagee has received an endorsement to Mortgagee's title policy at Mortgagor's expense which endorsement verifies the first priority of the Loan Documents; (v) the Debt Service Coverage is greater than or equal to 1.75 to 1.00 for the preceding twelve (12) month period and Mortgagee receives satisfactory evidence that this Debt Service Coverage will be maintained for the next succeeding twelve (12) months; (vi) the transferee expressly assumes all obligations under the Loan Documents and executes any documents reasonably required by Mortgagee, and all of these documents are satisfactory in form and substance to Mortgagee; (vii) Mortgagee reasonably approves the form and content of all transfer documents, and Mortgagee is furnished with a certified copy of the recorded transfer documents; (viii) the transferee complies with and delivers the ERISA Agreement and the transfer is permitted under the provisions of the ERISA Agreement; and (ix) Mortgagor or the transferee pays all reasonable fees, costs, and expenses incurred by Mortgagee in connection with the proposed transfer, including, without limitation, any saleall legal (for only outside counsel), assignmentaccounting, lease title insurance, documentary stamps taxes, intangible taxes, mortgage taxes, recording fees, and appraisal fees, whether or conveyance [except leases for occupancy subordinate not the transfer is actually consummated. B. Provided that (i) no Event of Default or Event which with the passage of time or the giving of notice or both would constitute an Event of Default has occurred and is continuing, and (ii) the then current Loan to this Mortgage] and to all advances made and to be made hereunder andValue Ratio, in the event as determined by Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; or (b) if Mortgagor shall encumber, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest therein (including any air or development rights) or any interest in Mortgagor without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion andand absolute discretion, if is less than fifty percent (50%), then Mortgagor may request in writing that Mortgagee consent should be given, any such encumbrance shall be subject to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent to one and only one secondary encumbrance of the Property, which consent may be withheld in Mortgagee's sole and absolute discretion applying such encumbrance standards as Mortgagee deems appropriate, which may include, but shall not be deemed to be a waiver of the right to require consent to future or successive encumbrances. As used herein “encumber” shall includelimited to, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security deviceMortgagee's then current underwriting practices and standards.

Due on Sale or Encumbrance. At Except as permitted in the Senior Mortgage, in the event Mortgagor directly or indirectly sells, conveys, transfers, disposes of, or further encumbers all or any part of the Mortgaged Premises or any interest therein, or in the event any ownership interest in Mortgagor is directly or indirectly transferred or encumbered, or in the event Mortgagor or any owner of Mortgagor agrees so to do, in any case without the written consent of Mortgagee being first obtained (which consent Mortgagee may withhold in its sole and absolute discretion), then, at the sole option of Mortgagee, Mortgagee may accelerate the entire amount Loan and declare the principal of and the accrued interest of the indebtedness evidenced by Note, and including all sums advanced hereunder with interest, to be forthwith due and payable, and thereupon the Note will Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable: (a) if Mortgagor shall transferpayable without presentment, demand or agree to transferfurther notice of any kind. Without limiting the generality of the foregoing, in any mannera merger, either voluntarily consolidation, reorganization, entity conversion or involuntarily, other restructuring or transfer by operation of law or otherwiselaw, all or any portion whereunder the Mortgagor or, in the case of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged Property, Premises or any of an ownership interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein. Consent as to any one such transfer transaction shall not be deemed to be a waiver of the right to require consent to future or successive transferstransactions. As used herein “transfer” shall include, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy subordinate to this Mortgage] and to all advances made and to be made hereunder and, in Without limiting the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; or (b) if Mortgagor shall encumber, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion generality of the foregoing, there shall be no subordinate financing relating to the Mortgaged PropertyPremises. Notwithstanding the foregoing, or and provided no Event of Default (as hereinafter defined) has occurred and is continuing beyond any interest therein (including any air or development rights) or any interest in Mortgagor withoutapplicable notice and cure period, in any such case, with the prior written consent of Mortgagee. Mortgagee , which it may grant or deny such consent withhold in its sole and absolute discretion, one transfer or conveyance of the Mortgaged Premises or interest in Mortgagor to a transferee approved by Mortgagee in its sole and absolute discretion and, if consent should be given, any such encumbrance shall be subject permitted upon (a) execution by the transferee of an assumption agreement satisfactory to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent Mortgagee; (b) receipt by Mortgagee of a non-refundable fee equal to one percent (1%) of the outstanding amount of the Note at the time of such encumbrance transfer and assumption; (c) receipt by Mortgagee of an endorsement to Mortgagee’s title policy, in form and substance acceptable to Mortgagee; and (d) receipt by Mortgagee of opinions of counsel, and authorization documents of Mortgagor and the transferee, satisfactory to Mortgagee. Further, Mortgagee, in its sole and absolute discretion, may require individuals specifically named by Mortgagee to deliver to Mortgagee an Environmental Indemnification Agreement on Mortgagee’s standard form. The rights granted to Mortgagor in this paragraph are personal to the original Mortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any transferee. Any such transfer and assumption will not release the original Mortgagor or any guarantor from any liability to Mortgagee without the written consent of Mortgagee, which consent may be deemed to given or withheld in Mortgagee’s sole and absolute discretion and may be a waiver conditioned upon the execution of new guaranties from the principals of the right to require transferee, execution by the principals of the transferee of Mortgagee’s standard Environmental Indemnification Agreement, and such other requirements as Mortgagee may deem appropriate in its discretion. Further, notwithstanding the foregoing, either of the following may occur without the consent to future of Mortgagee: (a) transfers of shares in Xxxx Credit Property Trust II, Inc., Xxxx Credit Property Trust III, Inc. or successive encumbrances. As used herein “encumber” shall includeany other Xxxx-sponsored entity whose ownership interests are bought, without limitationsold and redeemed through U.S. broker-dealers, the placing and (b) transfers of ownership interests in any Restricted Party and ownership interests in any member, partner or permitting the placing shareholder of any mortgageRestricted Party to any affiliate or subsidiary of a Restricted Party, deed provided that, at all times, Xxxxxxxxxxx X. Xxxx, Xxxx Holdings Corporation, Xxxx Credit Property Trust II, Inc. or Xxxx Credit Property Trust III, Inc. continues to “control” the Restricted Party, where the term “control” means the power to direct the management and policies of trustthe Restricted Party. For purposes of this paragraph, assignment “Restricted Party” means Mortgagor and/or a guarantor of rents the Note. In all events, Mortgagee shall be notified in advance of any proposed transfer, and Xxxxxxxxx shall pay, or other security devicereimburse Mortgagee for, all costs and expenses associated with any proposed transfer of the Mortgaged Premises or interests in Mortgagor that requires the consent of Mortgagee, whether or not consummated, including legal fees and costs.

Due on Sale or Encumbrance. At In the event Mortgagor directly or indirectly sells, conveys, transfers, disposes of, or further encumbers all or any part of the Mortgaged Premises or any interest therein, or in the event any ownership interest in Mortgagor is directly or indirectly transferred or encumbered, or in the event Mortgagor or any owner of Mortgagor agrees so to do, in any case without the written consent of Mortgagee being first obtained (which consent Mortgagee may withhold in its sole and absolute discretion), then, at the sole option of Mortgagee, Mortgagee may accelerate the entire amount Loan and declare the principal of and the accrued interest of the indebtedness evidenced by Note, and including all sums advanced hereunder with interest, to be forthwith due and payable, and thereupon the Note will Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable: (a) if Mortgagor shall transferpayable without presentment, demand or agree to transferfurther notice of any kind. Without limiting the generality of the foregoing, in any mannera merger, either voluntarily consolidation, reorganization, entity conversion or involuntarily, other restructuring or transfer by operation of law or otherwiselaw, all or any portion whereunder the Mortgagor or, in the case of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged Property, Premises or any of an ownership interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein. Consent as to any one such transfer transaction shall not be deemed to be a waiver of the right to require consent to future or successive transferstransactions. As used herein “transfer” shall include, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy subordinate to this Mortgage] and to all advances made and to be made hereunder and, in Without limiting the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; or (b) if Mortgagor shall encumber, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion generality of the foregoing, there shall be no subordinate financing relating to the Mortgaged PropertyPremises. Notwithstanding the foregoing, or and provided no Event of Default (as hereinafter defined) has occurred and is continuing beyond any interest therein (including any air or development rights) or any interest in Mortgagor withoutapplicable notice and cure period, in any such case, with the prior written consent of Mortgagee. Mortgagee , which it may grant or deny such consent withhold in its sole and absolute discretion, one transfer or conveyance of the Mortgaged Premises or interest in Mortgagor to a transferee approved by Mortgagee in its sole and absolute discretion and, if consent should be given, any such encumbrance shall be subject permitted upon (a) execution by the transferee of an assumption agreement satisfactory to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent Mortgagee; (b) receipt by Mortgagee of a non-refundable fee equal to one percent (1%) of the outstanding amount of the Note at the time of such encumbrance transfer and assumption; (c) receipt by Mortgagee of an endorsement to Mortgagee’s title policy, in form and substance acceptable to Mortgagee; and (d) receipt by Mortgagee of opinions of counsel, and authorization documents of Xxxxxxxxx and the transferee, satisfactory to Mortgagee. Further, Mortgagee, in its sole and absolute discretion, may require individuals specifically named by Mortgagee to deliver to Mortgagee an Environmental Indemnification Agreement on Mortgagee’s standard form. The rights granted to Mortgagor in this paragraph are personal to the original Mortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any transferee. Any such transfer and assumption will not release the original Mortgagor or any guarantor from any liability to Mortgagee without the written consent of Mortgagee, which consent may be deemed to given or withheld in Mortgagee’s sole and absolute discretion and may be a waiver conditioned upon the execution of new guaranties from the principals of the right to require transferee, execution by the principals of the transferee of Mortgagee’s standard Environmental Indemnification Agreement, and such other requirements as Mortgagee may deem appropriate in its discretion. Further, notwithstanding the foregoing, either of the following may occur without the consent to future of Mortgagee: (a) transfers of shares in Xxxx Credit Property Trust II, Inc., Xxxx Credit Property Trust III, Inc. or successive encumbrances. As used herein “encumber” shall includeany other Xxxx-sponsored entity whose ownership interests are bought, without limitationsold and redeemed through U.S. broker-dealers, the placing and (b) transfers of ownership interests in any Restricted Party and ownership interests in any member, partner or permitting the placing shareholder of any mortgageRestricted Party to any affiliate or subsidiary of a Restricted Party, deed provided that, at all times, Xxxxxxxxxxx X. Xxxx, Xxxx Holdings Corporation, Xxxx Credit Property Trust II, Inc. or Xxxx Credit Property Trust III, Inc. continues to “control” the Restricted Party, where the term “control” means the power to direct the management and policies of trustthe Restricted Party. For purposes of this paragraph, assignment “Restricted Party” means Mortgagor and/or a guarantor of rents the Note. In all events, Mortgagee shall be notified in advance of any proposed transfer, and Xxxxxxxxx shall pay, or other security devicereimburse Mortgagee for, all costs and expenses associated with any proposed transfer of the Mortgaged Premises or interests in Mortgagor that requires the consent of Mortgagee, whether or not consummated, including legal fees and costs.

Due on Sale or Encumbrance. At Grantor acknowledges that Beneficiary is relying on the option experience, financial condition and management expertise of Mortgagee, the entire amount of Grantor in creating the indebtedness evidenced represented by the Note will become immediately due and payable: (a) if Mortgagor shall transferGrantor agrees not to sell transfer further encumber pledge assign convey lease or in any other manner, whether voluntarily involuntarily, or agree to transfer, in any manner, either voluntarily or involuntarily, by operation of law or otherwiselaw, all dispose of the Trust property or any portion part thereof or turn over the management or operation of the Mortgaged PropertyTrust Property to an person, firm or corporation (any interest therein (including any air or development rightsof such events being referred to herein as a "transfer") without, in any such case, without obtaining the prior written consent of Mortgagee. Mortgagee Beneficiary, which consent may grant be granted or deny such consent denied in its Beneficiary sole and absolute discretion and, if consent should be given, any such Any cumulative transfer of more than twenty-five percent (25%) of the direct or indirect beneficial ownership interest or the proceeds or profits relating thereto of Grantor shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein. Consent to one such transfer shall not be deemed to be a waiver transfer Notwithstanding the foregoing to the contrary, the existing members of Borrower as of the right date hereof may transfer interests in Borrower to and among each other, as well as to family members or entities or trusts for the benefit of family members for estate planning purposes In connection with a proposed transfer, Beneficiary shall have the right, but not the obligation, to require consent and give consideration to future or successive transfers. As used herein “transfer” shall include(i) financial statements and other information relating to the proposed transferee, without limitationincluding information as to the financial condition experience and management expertise of the proposed transferee, any sale(ii) assurances, assignmentin form and substance satisfactory to Beneficiary, lease or conveyance [except leases for occupancy subordinate to this Mortgage] from Grantor and to all advances made and guarantors of the indebtedness secured hereby that they will continue to be made hereunder andliable to Beneficiary for such indebtedness, (iii) the payment to Beneficiary of a transfer fee not to exceed one percent (1%) of the then outstanding principal balance of the Note, plus all of Beneficiary's expenses incurred in connection with such transfer, and (iv) that the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; or (b) if Mortgagor shall encumber, or proposed transferee assume and agree to encumberperform all obligations of Grantor by execution of an assumption agreement in form and substance satisfactory to Beneficiary, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest therein (including any air or development rights) or any interest in Mortgagor without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion anddiscretion. If a transfer is effected and if Beneficiary does not consent to the transfer (if such consent is required hereunder), if consent should be givenBeneficiary may, any such encumbrance shall be subject to this Mortgage and any documents which evidence or secure the loan at its option, declare all indebtedness secured hereby. Consent to one such encumbrance shall not be deemed hereby to be a waiver of the right to require consent to future or successive encumbrances. As used herein “encumber” shall include, without limitation, the placing or permitting the placing immediately due and payable and may avail itself of any mortgage, deed and all remedies provided herein for an Event of trust, assignment of rents or other security deviceDefault.

Due on Sale or Encumbrance. At (a) Except as otherwise expressly set forth in the Senior Mortgage, in the event Mortgagor directly or indirectly sells, conveys, transfers, disposes of, or further encumbers all or any part of the Premises or any interest therein, or in the event any ownership interest in Mortgagor (including without limitation voting rights in respect thereof) is directly or indirectly issued, transferred or encumbered, or in the event Mortgagor or any owner of Mortgagor agrees so to do, in any case without the written consent of Mortgagee being first obtained (which consent Mortgagee may withhold in its sole and absolute discretion), then, at the sole option of Mortgagee, Mortgagee may accelerate the entire amount Loan (as defined in the Senior Mortgage) and declare the principal of and the accrued interest of the indebtedness evidenced by Note (as defined in the Note will Senior Mortgage), and including all sums advanced hereunder with interest, to be forthwith due and payable, and thereupon the Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable: (a) if Mortgagor shall transferpayable without presentment, demand or agree to transferfurther notice of any kind. Without limiting the generality of the foregoing, in any mannera merger, either voluntarily consolidation, reorganization, entity conversion or involuntarily, other restructuring or transfer by operation of law or otherwiselaw, all or any portion whereunder Mortgagor or, in the case of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged PropertyPremises or of an ownership interest in Mortgagor; and any transfer of an ownership interest in a general or limited partnership, corporation or any limited liability company holding an ownership interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer Mortgagor shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree deemed to be bound by all provisions and perform all obligations contained herein and thereina transfer of such ownership interest in Mortgagor. Consent as to any one such transfer transaction shall not be deemed to be a waiver of the right to require consent to future or successive transferstransactions. As used herein “transfer” Without limiting the generality of the foregoing, there shall include, without limitation, any sale, assignment, lease be no subordinate liens or conveyance [except leases for occupancy subordinate financing relating to this Mortgage] and to all advances made and to be made hereunder and, in the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; orPremises. (b) if Notwithstanding the foregoing, and provided no Event of Default (as hereinafter defined) has occurred and is continuing, beyond any applicable notice and cure period, transfers and conveyances of the Premises shall be permitted on the same terms and conditions set forth in Section 1.4 of the Senior Mortgage. (c) In all events, Mortgagee shall be notified in advance of any proposed transfer, and Mortgagor shall encumberpay, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwisereimburse Mortgagee for, all or costs and expenses, including attorneys’ fees and expenses, associated with Mortgagee’s review and documentation of any portion proposed transfer of the Mortgaged Property, Premises or any interest therein (including any air or development rights) or any interest interests in Mortgagor without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant whether or deny such consent in its sole discretion and, if consent should be given, any such encumbrance shall be subject to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent to one such encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive encumbrances. As used herein “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security deviceconsummated.

Due on Sale or Encumbrance. At the option of MortgageeA. Except as expressly permitted below, the entire amount of the indebtedness evidenced by the Note Mortgagor will become immediately due and payable: (a) if Mortgagor shall transfernot cause, allow, or agree to transfer, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest therein (including any air or development rights) without, in any such case, permit a Transfer without the prior written consent of Mortgagee, which consent may be withheld for any reason or no reason, or given conditionally, in Mortgagee's sole and absolute discretion. Mortgagee may grant or deny If a Transfer occurs without the foregoing consent of Mortgagee, then such consent in its sole discretion andevent shall constitute an Event of Default under the Loan Documents and the entire balance of the Loan, if consent should be given, any such transfer shall be subject to this Mortgage including all accrued interest and any other documents which evidence or secure the loan sums secured hereby, together with the Prepayment Premium (as defined in the Note) shall become immediately due and payable. Any permitted transferee shall, as a condition of the effectiveness of any such transferee shall consent or waiver by Mortgagee hereunder, assume all of Mortgagor’s 's obligations hereunder and thereunder rights under the Loan Documents (including the limitation of personal liability) and agree to be bound by all thereby. Unless the provisions and perform all obligations contained herein and thereinof SECTION B(VIII), --------------- below, are satisfied, such assumption shall not, however, release Mortgagor or any Principal Party from any liability under the Loan Documents. This provision shall not apply to transfers of title or interest under any will, applicable law of descent, or transfers of limited partnership interests. Consent to one such transfer any Transfer by Mortgagee shall not be deemed to be a waiver of the Mortgagee's right to require such consent to any further or future Transfers. B. Notwithstanding the foregoing, if no Event of Default, or successive transfers. As used herein “event which with the passage of time or the giving of notice or both would constitute an Event of Default, has occurred and is continuing, Mortgagee agrees, upon written request of Mortgagor, to consent to one and only one transfer of the entire Property (including all parcels and related collateral for the Loan) if: (i) any proposed transferee of the Property (or a guarantor of the recourse carveouts following such transfer” ) is a person which is reasonably satisfactory to Mortgagee; and (ii) after the transfer, the Property will be managed by transferee, if such transferee has management experience, or by a manager approved by Mortgagee, pursuant to a management agreement for a term and on terms approved by Mortgagee; and (iii) at the time of transfer the Loan to Value Ratio (as hereinafter defined) does not exceed 59.5%; and (iv) Mortgagee has received thirty (30) days prior written notice from Mortgagor of the proposed transfer; and (v) Mortgagor has paid Mortgagee a servicing fee (not to exceed $10,000) for consideration by Mortgagee of the request at the time Mortgagor makes such request, which shall includebe deemed earned by Mortgagee even if such request is denied, without limitationand an additional fee (against which said servicing fee shall be credited) equal to one-half percent (0.5%) of the outstanding principal balance of the Loan at the time of the transfer; and (vi) at Mortgagee's option, Mortgagee has received an endorsement to Mortgagee's title policy at Mortgagor's expense, which endorsement states that the Mortgage remain a first and prior lien against the Property; and (vii) Debt Service Coverage (as hereinafter defined) is equal to or greater than 1.63 to 1.00 for the preceding twelve (12) month period, and Mortgagee has no reason to believe that such Debt Service Coverage will not be maintained for the next succeeding twelve (12) months; and (viii) any saletransferee of the Property expressly assumes the indebtedness under the Note and all other obligations under the Loan Documents (subject to the limitation on liability set forth in PARAGRAPH 7.30 below), assignmentpursuant --------------- to documents satisfactory in form and substance to Mortgagee, lease and following any transfer of the Property, Guarantor (or conveyance [except leases for occupancy subordinate a substitute guarantor) has GAAP net worth (plus accumulated depreciation) reasonably satisfactory to this Mortgage] Mortgagee and affirms or reaffirms its obligations to all advances made Mortgagee under the Loan Documents by documentation in form and substance satisfactory to Mortgagee (at which time Guarantor will be made hereunder released from further liability); and, (ix) the transferee executes such documents as may required by Mortgagee to perfect or maintain perfection of a first priority security interest in the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest thereinPersonalty; orand (bx) if Mortgagor shall encumberMortgagee has received copies of all documents evidencing such transfer and reasonably approved the form and content of all such documents, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion and Mortgagee is furnished with a certified copy of the Mortgaged Property, or any interest therein recorded transfer document; and (including any air or development rightsxi) or any interest in Mortgagor without, in any such case, transfer is permitted under the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such encumbrance shall be subject to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent to one such encumbrance shall not be deemed to be a waiver provisions of the right to require consent to future ERISA Certificate and Indemnification Agreement; and (xii) Mortgagor pays all reasonable costs and expenses incurred by Mortgagee in connection with such transfer, including all legal, accounting, title insurance and appraisal fees, whether or successive encumbrances. As used herein “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security devicenot such transfer is actually consummated.

Due on Sale or Encumbrance. At the option of Mortgagee, the entire amount of the indebtedness evidenced by the Note will become immediately due Trustor acknowledges that Beneficiary -------------------------- ( and payable: (a) if Mortgagor shall transfer, or agree to transfernot any subsequent transferee), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Mortgage and any other documents which evidence or secure making the loan secured hereby, has recognized and relied upon the financial strength and operating ability of the Trustor. In the event the Trustor voluntarily, involuntarily or by operation of law, shall sell, convey, transfer, further mortgage or encumber or dispose of the Property or any such transferee part thereof, or any interest therein, or agrees so to do (the "Transfer"), without the written consent of Beneficiary being first obtained (which shall assume all of Mortgagor’s obligations hereunder not be unreasonably withheld, taking into consideration those matters, among others, as set forth in subparagraphs [i] through [iv]), the Beneficiary, at its sole option and thereunder and agree within its sole discretion, may declare the entire indebtedness secured hereby to be bound by all provisions due and perform all obligations contained herein payable in full and thereincall for payment of the same in full at once, including a prepayment premium equal to the premium due in the case of an acceleration of the Note after default as provided in the Note. Trustor shall not change or dissolve its corporate status without the prior written approval of Beneficiary which shall not be unreasonably withheld. Beneficiary agrees not to unreasonably withhold its consent to a transfer of interest to any family members for estate planning purpose which aggregate less than voting control of Trustor. In the event Trustor shall request the consent of Beneficiary to the Transfer or the stock transfer(s) or corporate dissolution or change of Borrower, Trustor shall deliver complete information regarding such Transfer with the request and shall allow the Beneficiary at least thirty (30) days for evaluation of such request. Consent as to any one such transfer Transfer shall not be deemed to be a waiver of the right to require consent to future Transfers and such consent shall not release the Trustor from any obligations hereof, the Note or successive transfersof any of the Security Documents. As used herein “transfer” The Beneficiary shall includebe entitled to consider, or to receive, as appropriate, among other matters, the following with respect to the approvals requested for a Transfer or for a change or dissolution of Trustor's status: (i) A title report as of the date of the Transfer showing no adverse title consequences since the date hereof; reports of the creditworthiness, financial strength and proven commercial real estate experience of the assuming person or entity as determined by Beneficiary in its sole and good faith discretion after review of all relevant information requested by Beneficiary (the Beneficiary hereby reserving the right to require professional leasing and management of the Premises by a company approved by Beneficiary pursuant to a contract in form and content acceptable to Beneficiary); (ii) Such reasonable consideration as Beneficiary may determine and an administrative fee for all costs and expenses of review and processing such assumption and Transfer, including, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy subordinate to this Mortgage] and to all advances made and to be made hereunder attorneys' fees; and, in the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; or (biii) if Mortgagor shall encumber, The Beneficiary's satisfaction that the assignee can repay the Note from sources other than the operation or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion sale of the Mortgaged Property, Premises. (iv) From the assuming person or any interest therein (including any air or development rights) or any interest entity an assumption agreement in Mortgagor without, in any such case, form and content acceptable to Beneficiary and its counsel evidencing the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such encumbrance shall be subject to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent to one such encumbrance shall not be deemed to be a waiver assumption of the right obligation to require consent to future or successive encumbrances. As used herein “encumber” shall include, without limitation, pay the placing or permitting Note and all other sums secured hereby and perform the placing other terms and conditions of any mortgage, deed the Deed of trust, assignment of rents or other security deviceTrust and guaranties as required by the Beneficiary.

Due on Sale or Encumbrance. At In the event Mortgagor directly or indirectly sells, conveys, transfers, disposes of, or further encumbers all or any part of the Mortgaged Premises or any interest therein, or in the event any ownership interest in Mortgagor is directly or indirectly transferred or encumbered, or in the event Mortgagor or any owner of Mortgagor agrees so to do, in any case without the written consent of Mortgagee being first obtained (which consent Mortgagee may withhold in its sole and absolute discretion), then, at the sole option of Mortgagee, Mortgagee may accelerate the entire amount Loan and declare the principal of and the accrued interest of the indebtedness evidenced by Note, and including all sums advanced hereunder with interest, to be forthwith due and payable, and thereupon the Note will Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable: (a) if Mortgagor shall transferpayable without presentment, demand or agree to transferfurther notice of any kind. Without limiting the generality of the foregoing, in any mannera merger, either voluntarily consolidation, reorganization, entity conversion or involuntarily, other restructuring or transfer by operation of law or otherwiselaw, all or any portion whereunder the Mortgagor or, in the case of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged Property, Premises or any of an ownership interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein. Consent as to any one such transfer transaction shall not be deemed to be a waiver of the right to require consent to future or successive transferstransactions. As used herein “transfer” shall include, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy subordinate to this Mortgage] and to all advances made and to be made hereunder and, in Without limiting the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; or (b) if Mortgagor shall encumber, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion generality of the foregoing, there shall be no subordinate financing relating to the Mortgaged PropertyPremises. Notwithstanding the foregoing, or and provided no Event of Default (as hereinafter defined) has occurred and is continuing beyond any interest therein (including any air or development rights) or any interest in Mortgagor withoutapplicable notice and cure period, in any such case, with the prior written consent of Mortgagee. Mortgagee , which it may grant or deny such consent withhold in its sole and absolute discretion, one transfer or conveyance of the Mortgaged Premises or interest in Mortgagor to a transferee approved by Mortgagee in its sole and absolute discretion and, if consent should be given, any such encumbrance shall be subject permitted upon (a) execution by the transferee of an assumption agreement satisfactory to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent Mortgagee; (b) receipt by Mortgagee of a non-refundable fee equal to one percent (1%) of the outstanding amount of the Note at the time of such encumbrance transfer and assumption; (c) receipt by Mortgagee of an endorsement to Mortgagee’s title policy, in form and substance acceptable to Mortgagee; and (d) receipt by Mortgagee of opinions of counsel, and authorization documents of Xxxxxxxxx and the transferee, satisfactory to Mortgagee. Further, Mortgagee, in its sole and absolute discretion, may require individuals specifically named by Mortgagee to deliver to Mortgagee an Environmental Indemnification Agreement on Mortgagee’s standard form. The rights granted to Mortgagor in this paragraph are personal to the original Mortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any transferee. Any such transfer and assumption will not release the original Mortgagor or any guarantor from any liability to Mortgagee without the written consent of Mortgagee, which consent may be deemed to given or withheld in Mortgagee’s sole and absolute discretion and may be a waiver conditioned upon the execution of new guaranties from the principals of the right to require transferee, execution by the principals of the transferee of Mortgagee’s standard Environmental Indemnification Agreement, and such other requirements as Mortgagee may deem appropriate in its discretion. Further, notwithstanding the foregoing, either of the following may occur without the consent to future of Mortgagee: (a) transfers of shares in Xxxx Credit Property Trust II, Inc., Xxxx Credit Property Trust III, Inc. or successive encumbrances. As used herein “encumber” shall includeany other Xxxx-sponsored entity whose ownership interests are bought, without limitationsold and redeemed through U.S. broker-dealers, the placing and (b) transfers of ownership interests in any Restricted Party and ownership interests in any member, partner or permitting the placing shareholder of any mortgageRestricted Party to any affiliate or subsidiary of a Restricted Party, deed provided that, at all times, Xxxxxxxxxxx X. Xxxx, Xxxx Holdings Corporation, Xxxx Credit Property Trust II, Inc. or Xxxx Credit Property Trust III, Inc. continues to “control” the Restricted Party, where the term “control” means the power to direct the management and policies of trustthe Restricted Party. For purposes of this paragraph, assignment “Restricted Party” means Borrower and/or a guarantor of rents the Note. In all events, Mortgagee shall be notified in advance of any proposed transfer, and Xxxxxxxxx shall pay, or other security devicereimburse Mortgagee for, all costs and expenses associated with any proposed transfer of the Mortgaged Premises or interests in Mortgagor that requires the consent of Mortgagee, whether or not consummated, including legal fees and costs.

Due on Sale or Encumbrance. At the option of MortgageeTrustor shall not, the entire amount of the indebtedness evidenced by the Note will become immediately due without obtaining Beneficiary's prior written consent (which consent may be given or withheld in Beneficiary's sole and payable: absolute discretion (a) and, if Mortgagor shall transfergiven, or agree to transferunder such terms and conditions as Beneficiary, in any mannerits sole and absolute discretion, either voluntarily may deem appropriate under the circumstances then existing), grant, convey, sell, exchange, assign, lease, encumber, option, grant a right of first refusal, contribute to a partnership, joint venture, corporation or involuntarilyother legal entity or otherwise transfer or dispose of (whether directly or indirectly and whether voluntarily, involuntarily or by operation of law or otherwise, all law) the Trust Property or any portion of the Mortgaged Property, part thereof or any interest therein therein, or enter into any agreement or make any arrangement to do any of the foregoing (including individually or collectively, a "Transfer"). Any Transfer attempted or undertaken in violation of the provisions of this section shall, at Beneficiary's option, be null and void and of no force and effect whatsoever, and the same also shall constitute a default hereunder (without any air requirement of notice or development opportunity to cure) entitling Beneficiary, at its option, to avail itself of any and all rights) without, powers and remedies provided therefor in any such casethis Deed of Trust, or under the prior written consent of Mortgagee. Mortgagee may grant Note or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Mortgage and under any other documents which evidence instrument relating thereto, or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and thereinat Law or in equity. Consent to one such transfer any particular Transfer shall not be deemed to be a waiver consent to any further or other Transfer. Whether or not Beneficiary has consented to any Transfer, Beneficiary may deal with Trustor's successor-in-interest (with respect to this Deed of Trust and the indebtedness secured hereby) in the same manner as with the Trustor herein named without in any way vitiating or discharging Trustor's liability hereunder or for the indebtedness. Beneficiary may condition its consent to any Transfer upon receipt of fees and/or modifications to the terms of the right to require consent to future or successive transfers. As used herein “transfer” shall includeindebtedness (including, without limitation, any salechanges to the rate of interest, assignmentmaturity date and size and manner of repayment), lease or conveyance [except leases for occupancy subordinate to this Mortgage] the extent permitted by law. All Transfers consented to hereunder shall be evidenced by a written instrument, duly and to all advances made properly executed and to be made hereunder acknowledged by each of the parties thereto and, if requested by Beneficiary, in form suitable for recording. No Transfer, whether or not undertaken in violation of this section, shall release Trustor from any of its obligations under this Deed of Trust or the event Mortgagor is a partnership, joint venture, trust or corporationNote, the sale, conveyance, transfer or other disposition of any interest therein; or (b) if Mortgagor shall encumber, or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged PropertyLoan Agreement, or any interest therein (including any air other security document or development rights) reduce or any interest in Mortgagor without, diminish the same in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such encumbrance shall be subject to this Mortgage and any documents which evidence or secure the loan secured hereby. Consent to one such encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive encumbrances. As used herein “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security deviceway.

Due on Sale or Encumbrance. At (a) In the event Mortgagor directly or indirectly sells, conveys, transfers, disposes of, or further encumbers all or any part of the Mortgaged Premises or any interest therein, or in the event any ownership interest in Mortgagor (including without limitation voting rights in respect thereof) is directly or indirectly issued, transferred or encumbered, or in the event Mortgagor or any owner of Mortgagor agrees so to do, in any case without the written consent of Mortgagee being first obtained (which consent Mortgagee may withhold in its sole and absolute discretion), then, at the sole option of Mortgagee, Mortgagee may accelerate the entire amount Loan and declare the principal of and the accrued interest of the indebtedness evidenced by Note, and including all sums advanced hereunder with interest, to be forthwith due and payable, and thereupon the Note will Note, including both principal and all interest accrued thereon, and including all sums advanced hereunder and interest xxxxxxx, shall be and become immediately due and payable: (a) if Mortgagor shall transferpayable without presentment, demand or agree to transferfurther notice of any kind. Without limiting the generality of the foregoing, in any mannera merger, either voluntarily consolidation, reorganization, entity conversion or involuntarily, other restructuring or transfer by operation of law or otherwiselaw, all or any portion whereunder Mortgagor or, in the case of an ownership interest, the holder of an ownership interest in Mortgagor, is not the surviving entity as such entity exists on the date hereof, shall be deemed to be a transfer of the Mortgaged PropertyPremises or of an ownership interest in Mortgagor; and any transfer of an ownership interest in a general or limited partnership, corporation or any limited liability company holding an ownership interest therein (including any air or development rights) without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer Mortgagor shall be subject to this Mortgage and any other documents which evidence or secure the loan secured hereby, and any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree deemed to be bound by all provisions and perform all obligations contained herein and thereina transfer of such ownership interest in Mortgagor. Consent as to any one such transfer transaction shall not be deemed to be a waiver of the right to require consent to future or successive transferstransactions. As used herein “transfer” Without limiting the generality of the foregoing, there shall include, without limitation, any sale, assignment, lease or conveyance [except leases for occupancy be no subordinate financing relating to this Mortgage] and to all advances made and to be made hereunder and, in the event Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance, transfer or other disposition of any interest therein; orMortgaged Premises. (b) if Mortgagor shall encumberNotwithstanding the foregoing, and provided no Event of Default (as hereinafter defined) has occurred and is then continuing, one transfer or agree to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion conveyance of the Mortgaged PropertyPremises to a transferee approved by Mortgagee in its sole and absolute discretion shall be permitted upon (i) execution by the transferee of an assumption agreement reasonably satisfactory to Mortgagee; (ii) receipt by Mortgagee of a non-refundable fee equal to one percent (1%) of the outstanding amount of the Note at the time of such transfer and assumption; (iii) receipt by Mortgagee of an endorsement to Mortgagee’s title policy, in form and substance reasonably acceptable to Mortgagee; and (iv) receipt by Mortgagee of opinions of counsel, and authorization documents of Xxxxxxxxx and the transferee, reasonably satisfactory to Mortgagee. Further, Mortgagee, in its sole and absolute discretion, may require individuals who are principals of the transferee, specifically named by Mortgagee to deliver to Mortgagee an Environmental Indemnification Agreement on Mortgagee’s standard form. The rights granted to Mortgagor in this paragraph are personal to the original Mortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any transferee. Any such transfer and assumption will not release the original Mortgagor or any interest therein (including guarantor from any air or development rights) or any interest in Mortgagor without, in any such case, liability to Mortgagee without the prior written consent of Mortgagee. , which consent may be given or withheld in Mortgagee’s sole and absolute discretion and may be conditioned upon the execution of new guaranties from the principals of the transferee, execution by the principals of the transferee of Mortgagee’s standard Environmental Indemnification Agreement, and such other requirements as Mortgagee may grant or deny such consent deem appropriate in its sole discretion anddiscretion. (c) Additionally, if consent should be givenand notwithstanding the foregoing, any such encumbrance shall be subject provided no Event of Default has occurred and is then continuing and so long as GTJ REIT, Inc. (or its wholly owned subsidiary) maintains at least 25% ownership, maintains managing control and remains the general partner of the managing member of the Mortgagor, Mortgagee will permit from time to this Mortgage and any documents time: (a) the transfer or pledge of ownership interests, either partially or in total, from one Current Limited Partner to another Current Limited Partner; (b) the transfer or pledge by the Current Limited Partners to third parties approved by Mortgagee, which evidence or secure the loan secured hereby. Consent to one such encumbrance approval shall not be deemed unreasonably withheld or delayed; and (c) transfers by limited partners of GTJ Realty, LP (“Guarantor”) to family members (for purposes hereof being limited to a spouse, children, and grandchildren), or to entities controlled by such family members or trusts for their benefit, for estate planning purposes without the prior consent of (but with notice in writing to Mortgagee). The term “Current Limited Partners” shall mean GTJ REIT Inc., Guarantor, Xxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xx and The Wu Family Gift Trust. There will be a waiver no transfer fee assessed for any such transfer under this paragraph (c). Mortgagor will be solely responsible for any expenses reasonably incurred by either Mortgagor or Mortgagee in connection with such transfer. Notwithstanding the foregoing, (x) Xxxxxxx Xx may pledge and/or transfer his 21,753 class B limited partnership interest units and his 2,219 common limited partnership interest units and/or (y) The Wu Family Gift Trust may pledge and/or transfer its 2,660 class B limited partnership interest units, to PNC Bank, N.A provided (i) no Event of Default exists and is then continuing; and (ii) GTJ REIT, Inc. (or its wholly owned subsidiary) maintains at least 25% ownership, maintains managing control and remains the general partner of the right to require consent to future or successive encumbrances. As used herein “encumber” shall include, without limitation, managing member of the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security deviceMortgagor.