Common use of Due on Sale or Further Encumbrance Clause in Contracts

Due on Sale or Further Encumbrance. (a) If, without Mortgagee's prior written consent, (i) the Premises or any part thereof or any interest in the Premises or the [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor is further encumbered or pledged; (iv) any lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the Mortgagor, if a corporation, or of any corporate general partner of Mortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of Mortgagor, or any membership interest in a Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor which is a trust or trustee, is sold or conveyed, the Mortgagee shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Mortgagee under the Loan Documents. The Mortgagor understands that the present ownership of the Premises and Improvements are a material inducement to Mortgagee in the making of the Loan. Any consent by Mortgagee to a change in ownership or to a change in the composition of the Mortgagor may be conditioned upon payment of a transfer fee equal to one percent (1%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee may impose in its sole discretion.

Due on Sale or Further Encumbrance. (a) If, without Mortgagee's ’s prior express written consentconsent and except for “Permitted Transfers” (as such term is defined below), (i) the Premises or any part thereof or any interest in the Premises or the [MORTGAGEMortgagor is sold, SECURITY AGREEMENTconveyed, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) is sold or conveyedassigned; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor is further encumbered or pledged; (iv) any lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, or (v) without limiting the generality of clause (i) above, the ownership of shares any of the Mortgagor, if a corporation, direct or of any corporate general partner of Mortgagor, if a partnership, or the general partnership indirect ownership interests in any partnership which is a general partner of Mortgagor, and to Mortgagor or any membership interest in a direct or indirect owner of Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor which is a trust or trustee, is sold or conveyed, the Mortgagee shall shall, at its sole discretion discretion, be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests interest and other sums due and payable under the Note Notes due and payable and exercise all remedies available to Mortgagee under the Loan Documents. The Mortgagor understands that the present ownership of the Premises and Improvements are will be a material inducement to Mortgagee in the making of the LoanLoans secured by this Mortgage. Any consent by Mortgagee to a change in ownership or to a change in the composition of Mortgagor, other than a Permitted Transfer but expressly including, without limitation, the Mortgagor reduction in the ownership of the common limited partnership units in and to Prime Group Realty, L.P., a Delaware limited partnership (hereinafter referred to as the “Partnership”) by The Lightstone Group LLC, a New Jersey limited liability company (hereinafter referred to as “Lightstone”), directly or indirectly, to less than fifty-one percent (51%), may be conditioned upon payment of a transfer fee equal to one percent (1%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee may impose in its sole discretion. Notwithstanding anything contained in this Paragraph 30 to the contrary, Mortgagor shall not permit Lightstone to hold, directly or indirectly, less than seventy-eight percent (78%) of the common limited partnership units in and to the Partnership without the prior express written consent of Mortgagee, such consent (1) not to be unreasonably withheld and (2) provided that Lightstone continues to hold, directly or indirectly, at least fifty-one percent (51%) of the common limited partnership units in and to the Partnership, such consent not to be conditioned upon the payment of a fee.

Due on Sale or Further Encumbrance. (a) If, without Mortgagee's the Beneficiary’s prior written consent, (i) the Premises or any part thereof (except for transfers of personal property in the ordinary course of business in connection with repair or replacement) or any interest in the Premises or the [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) Grantor is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor Grantor is further encumbered or pledged; (iv) any lease Lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the MortgagorGrantor, if a corporation, or of any corporate general partner of MortgagorGrantor, if a partnership, or the general partnership interests in any partnership which is a general partner of MortgagorGrantor, or any membership interest in a Mortgagor Grantor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor Grantor which is a trust or trustee, is sold or conveyed, the Mortgagee Beneficiary shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Mortgagee Beneficiary under the Loan Documents. The Mortgagor Grantor understands that the present ownership of the Premises and Improvements are will be a material inducement to Mortgagee Beneficiary in the making of the Loan. Any consent by Mortgagee Beneficiary to a change in ownership or to a change in the composition of the Mortgagor Grantor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (1.75%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee Beneficiary may impose in its sole discretion.

Due on Sale or Further Encumbrance. (a) If, without the Mortgagee's prior written consent, (i) the Premises or any part thereof or any interest in the Premises or the [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor is further encumbered or pledged; (iv) any lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the Mortgagor, if a corporation, or of any corporate general partner of Mortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of Mortgagor, or any membership interest in a Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor which is a trust or trustee, is sold or conveyed, the Mortgagee shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Mortgagee under the Loan Documents. The Mortgagor understands that the present ownership of the Premises and Improvements are will be a material inducement to Mortgagee in the making of the Loanloan secured by this mortgage. Any consent by Mortgagee to a change in ownership or to a change in the composition of the Mortgagor may be conditioned upon payment of a transfer fee equal to one percent (1%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee may impose in its sole discretion.

Due on Sale or Further Encumbrance. (a) If, without the Mortgagee's ’s prior written consent, (i) the Premises or any part thereof (except for transfers of personal property in the ordinary course of business in connection with repair or replacement) or any interest in the Premises or the [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor is further encumbered or pledged; (iv) any lease Lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the Mortgagor, if a corporation, or of any corporate general partner of Mortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of Mortgagor, or any membership interest in a Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor which is a trust or trustee, is sold or conveyed, the Mortgagee shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Mortgagee under the Loan Documents. The Mortgagor understands that the present ownership of the Premises and Improvements are will be a material inducement to Mortgagee in the making of the Loan. Any consent by Mortgagee to a change in ownership or to a change in the composition of the Mortgagor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (1.75%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee may impose in its sole discretion.

Due on Sale or Further Encumbrance. (a) IfExcept as permitted by the terms of this Mortgage, if, without the Mortgagee's ’s prior written consent, if such consent is required hereunder, (i) the Premises or any part thereof or any interest in the Premises or in the [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) is sold or conveyedconveyed (other than Leases in the ordinary course of business); (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor is further encumbered or pledged; (iv) any lease Lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the Mortgagor, if a corporation, or of any corporate general partner of Mortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of Mortgagor, or any membership interest in a Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor which is a trust or trustee, is sold or conveyed, the Mortgagee shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Mortgagee under the Loan Documents. The Mortgagor understands that the present ownership of the Premises and Improvements are will be a material inducement to Mortgagee in the making of the Loan. Any consent by Mortgagee to a change in ownership or to a change in the composition of the Mortgagor may be conditioned upon payment of a transfer fee equal to one percent (1%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee may impose in its sole discretion.

Due on Sale or Further Encumbrance. (a) If, without Mortgagee's the Grantee’s prior written consent, (i) the Premises or any part thereof (except for transfers of personal property in the ordinary course of business in connection with repair or replacement) or any interest in the Premises or the [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) Grantor is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor Grantor is further encumbered or pledged; (iv) any lease Lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the MortgagorGrantor, if a corporation, or of any corporate general partner of MortgagorGrantor, if a partnership, or the general partnership interests in [DEED TO SECURE DEBT AND SECURITY AGREEMENT] ING No. 28315 any partnership which is a general partner of MortgagorGrantor, or any membership interest in a Mortgagor Grantor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor Grantor which is a trust or trustee, is sold or conveyed, the Mortgagee Grantee shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Mortgagee Grantee under the Loan Documents. The Mortgagor Grantor understands that the present ownership of the Premises and Improvements are will be a material inducement to Mortgagee Grantee in the making of the Loan. Any consent by Mortgagee Grantee to a change in ownership or to a change in the composition of the Mortgagor Grantor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (1.75%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee Grantee may impose in its sole discretion.

Due on Sale or Further Encumbrance. (a) If, without Mortgagee's ’s prior express written consentconsent and except for “Permitted Transfers” (as such term is defined below), (i) the Leasehold Premises or any part thereof or any interest in the Leasehold Premises or the [MORTGAGEMortgagor is sold, SECURITY AGREEMENTconveyed, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) is sold or conveyedassigned; (ii) title to the Leasehold Premises or any interest therein is divested; (iii) the Leasehold Premises or any ownership interest in the Mortgagor is further encumbered or pledged; (iv) any lease which gives the lessee any option to purchase the Leasehold Premises or any part thereof is entered into, or, or (v) without limiting the generality of clause (i) above, the ownership of shares any of the Mortgagor, if a corporation, direct or of any corporate general partner of Mortgagor, if a partnership, or the general partnership indirect ownership interests in any partnership which is a general partner of Mortgagor, and to Mortgagor or any membership interest in a direct or indirect owner of Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor which is a trust or trustee, is sold or conveyed, the Mortgagee shall shall, at its sole discretion discretion, be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests interest and other sums due and payable under the Note Notes due and payable and exercise all remedies available to Mortgagee under the Loan Documents. The Mortgagor understands that the present ownership of the Leasehold Premises and Improvements are will be a material inducement to Mortgagee in the making of the LoanLoans secured by this Mortgage. Any consent by Mortgagee to a change in ownership or to a change in the composition of Mortgagor, other than a Permitted Transfer but expressly including, without limitation, the Mortgagor reduction in the ownership of the common limited partnership units in and to Prime Group Realty, L.P., a Delaware limited partnership (hereinafter referred to as the “Partnership”) by The Lightstone Group LLC, a New Jersey limited liability company (hereinafter referred to as “Lightstone”), directly or indirectly, to less than fifty-one percent (51%), may be conditioned upon payment of a transfer fee equal to one percent (1%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee may impose in its sole discretion. Notwithstanding anything contained in this Paragraph 30 to the contrary, Mortgagor shall not permit Lightstone to hold, directly or indirectly, less than seventy-eight percent (78%) of the common limited partnership units in and to the Partnership without the prior express written consent of Mortgagee, such consent (1) not to be unreasonably withheld and (2) provided that Lightstone continues to hold, directly or indirectly, at least fifty-one percent (51%) of the common limited partnership units in and to the Partnership, such consent not to be conditioned upon the payment of a fee.

Due on Sale or Further Encumbrance. (a) If, without the Mortgagee's ’s prior written consent, (i) the Premises or any part thereof (except for transfers of personal property in the ordinary course of business in connection with repair or replacement) or any interest in the Premises or the [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor is further encumbered or pledgedpledged (other than the First Mortgage); (iv) any lease Lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the Mortgagor, if a corporation, or of any corporate general partner of Mortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of Mortgagor, or any membership interest in a Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor which is a trust or trustee, is sold or conveyed, the Mortgagee shall at its sole discretion be entitled to accelerate the Indebtedness Guaranteed Obligations and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note Affiliate Notes due and payable and exercise all remedies available to Mortgagee under the Loan Documents. The Mortgagor understands that the present ownership of the Premises and Improvements are will be a material inducement to Mortgagee in the making of the Loan. Any consent by Mortgagee to a change in ownership or to a change in the composition of the Mortgagor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (1.75%) of the then outstanding Indebtedness principal balance of the Mortgagor Note (being the same transfer fee as required in the First Mortgage) for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness Mortgagor Note to a then-current market rate, and/or other terms and conditions as Mortgagee may impose in its sole discretion.

Due on Sale or Further Encumbrance. (a) If, without Mortgagee's the Grantee’s prior written consent, (i) the Premises or any part thereof or any interest in the Premises or the [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 Mortgagor (including beneficial interests) Grantor is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor Grantor is further encumbered or pledged; (iv) any lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the MortgagorGrantor, if a corporation, or of any corporate general partner of MortgagorGrantor, if a partnership, or the general partnership interests in any partnership which is a general partner of MortgagorGrantor, or any membership interest in a Mortgagor Grantor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor Grantor which is a trust or trustee, is sold or conveyed, the Mortgagee Grantee shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Mortgagee Grantee under the Loan Documents. The Mortgagor Grantor understands that the present ownership of the Premises and Improvements are will be a material inducement to Mortgagee Grantee in the making of the Loanloan secured by this Security Deed. Any consent by Mortgagee Grantee to a change in ownership or to a change in the composition of the Mortgagor Grantor may be conditioned upon payment of a transfer fee equal to one percent (1%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee Grantee may impose in its sole discretion.