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

Due on Sale or Further Encumbrance. (a) If, without 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 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 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 Grantor, if a corporation, or of any corporate general partner of Grantor, if a partnership, or the general partnership interests in any partnership which is a general partner of Grantor, or any membership interest in a Grantor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor which is a trust or trustee, is sold or conveyed, the 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 Grantee under the Loan Documents. The Grantor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee in the making of the Loan. Any consent by Grantee to a change in ownership or to a change in the composition of the Grantor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.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 Grantee may impose in its sole discretion. (b) Notwithstanding the foregoing subparagraph (a), Grantee will permit one transfer of the Premises, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Grantee with a net worth of not less than Thirty Million and No/100 Dollars ($30,000,000.00); (ii) assumption documents in form and substance satisfactory to Grantee are executed by the transferee; (iii) Grantee is paid a transfer fee equal to three quarters of one percent (.75%) of the then outstanding Indebtedness; (iv) Grantor reimburses Grantee all fees and expenses associated with the transfer including legal fees; (v) Grantee receives an endorsement to the Grantee’s title policy, in form and substance acceptable to Grantee; and (vi) at Grantee’s option, Grantee receives opinions of counsel, and Grantor and transferee authorization documents, in form and substance acceptable to Grantee. Further, Grantee, in its sole judgment and discretion, may require individuals specifically named by Grantee to deliver to Grantee an Environmental Indemnification Agreement on Grantee’s standard form. The rights granted to Grantor in this subparagraph (b) are personal to Grantor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor or any guarantors from any liability to the Grantee without the prior written consent of Grantee, which consent may be given or withheld in Grantee’s sole discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Grantee deems necessary, execution by the principals of the transferee of Grantee’s standard Environmental Indemnification Agreement and such other requirements as Grantee may deem appropriate in its discretion. If a release is permitted pursuant to the foregoing, any released party (whether Grantor, Guarantor or both) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement upon receipt by Grantee of an updated Phase I environmental site assessment acceptable in form and substance to Grantee in its reasonable discretion. The cost of such Phase I shall be borne by Grantor.

Due on Sale or Further Encumbrance. (a) If, without 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 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 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 Grantor, if a corporation, or of any corporate general partner of Grantor, if a partnership, or the general partnership interests in any partnership which is a general partner of Grantor, or any membership interest in a Grantor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor which is a trust or trustee, is sold or conveyed, the 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 Grantee under the Loan Documents. The Grantor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee in the making of the Loanloan secured by this Security Deed. Any consent by Grantee to a change in ownership or to a change in the composition of the Grantor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.751%) 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 Grantee may impose in its sole discretion. (b) Notwithstanding the foregoing subparagraph (a), Grantee will permit one transfer of the Premises, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Grantee with a net worth of not less than Thirty Million and No/100 Dollars ($30,000,000.00); (ii) assumption documents in form and substance satisfactory to Grantee are executed by the transferee; (iii) Grantee is paid a transfer fee equal to three quarters of one percent (.75%) of the then outstanding Indebtedness; (iv) Grantor reimburses Grantee all fees and expenses associated with the transfer including legal fees; (v) Grantee receives an endorsement to the Grantee’s title policy, in form and substance acceptable to Grantee; and (vi) at Grantee’s option, Grantee receives opinions of counsel, and Grantor and transferee authorization documents, in form and substance acceptable to Grantee. Further, Grantee, in its sole judgment and discretion, may require individuals specifically named by Grantee to deliver to Grantee an Environmental Indemnification Agreement on Grantee’s standard form. The rights granted to Grantor in this subparagraph (b) are personal to Grantor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor or any guarantors from any liability to the Grantee without the prior written consent of Grantee, which consent may be given or withheld in Grantee’s sole discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Grantee deems necessary, execution by the principals of the transferee of Grantee’s standard Environmental Indemnification Agreement and such other requirements as Grantee may deem appropriate in its discretion. If a release is permitted pursuant to the foregoing, any released party (whether Grantor, Guarantor or both“Permitted Transfer” as described in the Loan Agreement shall not violate Section 30(a) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement upon receipt by Grantee of an updated Phase I environmental site assessment acceptable in form and substance to Grantee in its reasonable discretion. The cost of such Phase I shall be borne by Grantorthis Security Deed.

Due on Sale or Further Encumbrance. (a) IfExcept as permitted by the terms of this Mortgage, if, without the GranteeMortgagee’s prior written consent, if such consent is required hereunder, (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 in the Grantor Mortgagor 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 Grantor 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 GrantorMortgagor, if a corporation, or of any corporate general partner of GrantorMortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of GrantorMortgagor, or any membership interest in a Grantor Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor Mortgagor which is a trust or trustee, is sold or conveyed, the Grantee 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 Grantee Mortgagee under the Loan Documents. The Grantor Mortgagor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee Mortgagee in the making of the Loan. Any consent by Grantee Mortgagee to a change in ownership or to a change in the composition of the Grantor Mortgagor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.751%) 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 Grantee Mortgagee may impose in its sole discretion. (b) Notwithstanding the foregoing subparagraph (a30(a), Grantee Mortgagee will permit one transfer of the Premises, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Grantee with a net worth Mortgagee as equal to or greater than that of not less than Thirty Million and No/100 Dollars ($30,000,000.00)Mortgagor on the date hereof; (ii) assumption documents in form and substance satisfactory to Grantee Mortgagee are executed by the transferee; (iii) Grantee Mortgagee is paid a transfer fee equal to three quarters of one percent (.751%) of the then outstanding Indebtedness; (iv) Grantor Mortgagor reimburses Grantee Mortgagee all reasonable fees and expenses associated with the transfer including legal fees; (v) Grantee Mortgagee receives an endorsement to the GranteeMortgagee’s title policy, in form and substance acceptable to GranteeMortgagee; and (vi) at GranteeMortgagee’s option, Grantee Mortgagee receives opinions of counsel, and Grantor Mortgagor and transferee authorization documents, in form and substance acceptable to Grantee. Further, Grantee, in its sole judgment and discretion, may require individuals specifically named by Grantee to deliver to Grantee an Environmental Indemnification Agreement on Grantee’s standard formMortgagee. The rights granted to Grantor Mortgagor in this subparagraph (b30(b) are personal to GrantorMortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor Mortgagor or any guarantors from any liability to the Grantee Mortgagee without the prior written consent of GranteeMortgagee, which consent may be given or withheld in GranteeMortgagee’s sole reasonable discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Grantee Mortgagee deems necessary, execution by the principals of the transferee of GranteeMortgagee’s standard Environmental Indemnification Agreement and such other requirements as Grantee Mortgagee may deem appropriate in its reasonable discretion. If a release is permitted pursuant to . (c) Notwithstanding the foregoing, foregoing subparagraph 30 (a) Mortgagee will permit the following transfers of ownership interests in Mortgagor without the 1% fee or any released party change in the Loan terms provided that: (whether Grantor, Guarantor i) no Event of Default shall have occurred or both) shall likewise be released from such party’s obligations continuing hereunder or under the Environmental Indemnification Agreement Loan Documents or any separate documents guaranteeing Mortgagor’s payment and performance of the Loan; (ii) Mortgagee is promptly notified of such proposed transfer and provided with such documentation evidencing the transfer and identity of the transferee as reasonably requested by Mortgagee; (iii) assumption documents, if deemed necessary by the Mortgagee, in a form that is acceptable to Mortgagee are executed by the transferee; and (iv) Mortgagor reimburses Mortgagee for all reasonable fees and expenses including reasonable attorney’s fees associated with Mortgagee’s review and documentation of the transfer: (i) Any ownership interest in the Mortgagor may be transferred upon receipt the death of the owner of said interest but only by Grantee will or intestacy; (ii) Any ownership interest in the Mortgagor may be voluntarily sold, transferred, conveyed or assigned for estate planning purposes to immediate family members or to a family trust, provided that at all times there exists a minimum of 51% ownership and control of the Premises and the Mortgagor by parties owning an ownership interest in Mortgagor as of the date hereof. “Immediate family members” shall mean the spouse, children, grandchildren, siblings, and the siblings’ children, of each holder of an updated Phase I environmental site assessment acceptable ownership interest in form and substance to Grantee in its reasonable discretion. The cost Mortgagor, as of the date hereof, or a trust for the benefit of one or more of any such Phase I shall be borne by Grantorpersons.

Due on Sale or Further Encumbrance. (a) If, without the GranteeMortgagee’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 Grantor Mortgagor is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Grantor 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 GrantorMortgagor, if a corporation, or of any corporate general partner of GrantorMortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of GrantorMortgagor, or any membership interest in a Grantor Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor Mortgagor which is a trust or trustee, is sold or conveyed, the Grantee 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 Grantee Mortgagee under the Loan Documents. The Grantor Mortgagor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee Mortgagee in the making of the Loan. Any consent by Grantee Mortgagee to a change in ownership or to a change in the composition of the Grantor Mortgagor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.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 Grantee Mortgagee may impose in its sole discretion. (b) Notwithstanding the foregoing subparagraph (a), Grantee Mortgagee will permit one transfer of the Premises, provided: (i) the transferee or a guarantor has a financial and credit standing and management expertise acceptable to Grantee Mortgagee with a net worth of not less than Thirty Million and No/100 Dollars ($30,000,000.00); (ii) assumption documents in form and substance satisfactory to Grantee Mortgagee are executed by the transferee; (iii) Grantee Mortgagee is paid a transfer fee equal to three quarters of one percent (.75%) of the then outstanding Indebtedness; (iv) Grantor Mortgagor reimburses Grantee Mortgagee all fees and expenses associated with the transfer including legal fees; (v) Grantee Mortgagee receives an endorsement to the GranteeMortgagee’s title policy, in form and substance acceptable to GranteeMortgagee; and (vi) at GranteeMortgagee’s option, Grantee Mortgagee receives opinions of counsel, and Grantor Mortgagor and transferee authorization documents, in form and substance acceptable to GranteeMortgagee. Further, GranteeMortgagee, in its sole judgment and discretion, may require individuals specifically named by Grantee Mortgagee to deliver to Grantee Mortgagee an Environmental Indemnification Agreement on GranteeMortgagee’s standard form. The rights granted to Grantor Mortgagor in this subparagraph (b) are personal to GrantorMortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor Mortgagor or any guarantors from any liability to the Grantee Mortgagee without the prior written consent of GranteeMortgagee, which consent may be given or withheld in GranteeMortgagee’s sole discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Grantee Mortgagee deems necessary, execution by the principals of the transferee of GranteeMortgagee’s standard Environmental Indemnification Agreement and such other requirements as Grantee Mortgagee may deem appropriate in its discretion. If a release is permitted pursuant to the foregoing, any released party (whether GrantorMortgagor, Guarantor or both) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement upon receipt by Grantee Mortgagee of an updated Phase I environmental site assessment acceptable in form and substance to Grantee Mortgagee in its reasonable discretion. The cost of such Phase I shall be borne by GrantorMortgagor.

Due on Sale or Further Encumbrance. (a) If, without the GranteeMortgagee’s prior express written consentconsent and except for “Permitted Transfers” (as such term is defined below), (i) the Leasehold 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 Leasehold Premises or the Grantor Mortgagor is sold sold, conveyed, or conveyedassigned; (ii) title to the Leasehold Premises or any interest therein is divested; (iii) the Leasehold Premises or any ownership interest in the Grantor Mortgagor is further encumbered or pledged; (iv) any Lease 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 Grantor, if a corporation, direct or of any corporate general partner of Grantor, if a partnership, or the general partnership indirect ownership interests in any partnership which is a general partner of Grantor, and to Mortgagor or any membership interest in a Grantor which is a limited liability company, direct or any beneficial or fiduciary interest in any Grantor which is a trust or trustee, indirect owner of Mortgagor is sold or conveyed, the Grantee shall Mortgagee 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 Grantee Mortgagee under the Loan Documents. The Grantor Mortgagor understands that the present ownership of the Leasehold Premises and Improvements will be a material inducement to Grantee Mortgagee in the making of the LoanLoans secured by this Mortgage. Any consent by Grantee 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 Grantor 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 three quarters of one percent (.751%) 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 Grantee Mortgagee may impose in its sole discretion. (b) . Notwithstanding anything contained in this Paragraph 30 to the foregoing subparagraph (a)contrary, Grantee will Mortgagor shall not permit one transfer of the PremisesLightstone to hold, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Grantee with a net worth of not directly or indirectly, less than Thirty Million and No/100 Dollars ($30,000,000.00); (ii) assumption documents in form and substance satisfactory to Grantee are executed by the transferee; (iii) Grantee is paid a transfer fee equal to three quarters of one seventy-eight percent (.7578%) of the then outstanding Indebtedness; (iv) Grantor reimburses Grantee all fees common limited partnership units in and expenses associated with the transfer including legal fees; (v) Grantee receives an endorsement to the Grantee’s title policy, in form and substance acceptable to Grantee; and (vi) at Grantee’s option, Grantee receives opinions of counsel, and Grantor and transferee authorization documents, in form and substance acceptable to Grantee. Further, Grantee, in its sole judgment and discretion, may require individuals specifically named by Grantee to deliver to Grantee an Environmental Indemnification Agreement on Grantee’s standard form. The rights granted to Grantor in this subparagraph (b) are personal to Grantor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor or any guarantors from any liability to the Grantee Partnership without the prior express written consent of GranteeMortgagee, which such consent may (1) not to be given unreasonably withheld and (2) provided that Lightstone continues to hold, directly or withheld indirectly, at least fifty-one percent (51%) of the common limited partnership units in Grantee’s sole discretionand to the Partnership, but if given, may such consent not to be conditioned upon, without limitation, upon the execution payment of new guaranties from principals of the transferee as Grantee deems necessary, execution by the principals of the transferee of Grantee’s standard Environmental Indemnification Agreement and such other requirements as Grantee may deem appropriate in its discretion. If a release is permitted pursuant to the foregoing, any released party (whether Grantor, Guarantor or both) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement upon receipt by Grantee of an updated Phase I environmental site assessment acceptable in form and substance to Grantee in its reasonable discretion. The cost of such Phase I shall be borne by Grantorfee.

Due on Sale or Further Encumbrance. (a) If, without the GranteeBeneficiary’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 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 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 Grantor, if a corporation, or of any corporate general partner of Grantor, if a partnership, or the general partnership interests in any partnership which is a general partner of Grantor, or any membership interest in a Grantor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor which is a trust or trustee, is sold or conveyed, the Grantee 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 Grantee Beneficiary under the Loan Documents. The Grantor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee Beneficiary in the making of the Loan. Any consent by Grantee Beneficiary to a change in ownership or to a change in the composition of the Grantor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.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 Grantee Beneficiary may impose in its sole discretion. (b) Notwithstanding the foregoing subparagraph (a), Grantee Beneficiary will permit one transfer of the Premises, provided: (i) the transferee or a guarantor has a financial and credit standing and management expertise acceptable to Grantee Beneficiary with a net worth of not less than Thirty Million and No/100 Dollars ($30,000,000.00); (ii) assumption documents in form and substance satisfactory to Grantee Beneficiary are executed by the transferee; (iii) Grantee Beneficiary is paid a transfer fee equal to three quarters of one percent (.75%) of the then outstanding Indebtedness; (iv) Grantor reimburses Grantee Beneficiary all fees and expenses associated with the transfer including legal fees; (v) Grantee Beneficiary receives an endorsement to the GranteeBeneficiary’s title policy, in form and substance acceptable to GranteeBeneficiary; and (vi) at GranteeBeneficiary’s option, Grantee Beneficiary receives opinions of counsel, and Grantor Xxxxxxx and transferee authorization documents, in form and substance acceptable to GranteeBeneficiary. Further, GranteeBeneficiary, in its sole judgment and discretion, may require individuals specifically named by Grantee Beneficiary to deliver to Grantee Beneficiary an Environmental Indemnification Agreement on GranteeBeneficiary’s standard form. The rights granted to Grantor in this subparagraph (b) are personal to Grantor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor or any guarantors from any liability to the Grantee Beneficiary without the prior written consent of GranteeBeneficiary, which consent may be given or withheld in GranteeBeneficiary’s sole discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Grantee Beneficiary deems necessary, execution by the principals of the transferee of GranteeBeneficiary’s standard Environmental Indemnification Agreement and such other requirements as Grantee Beneficiary may deem appropriate in its discretion. If a release is permitted pursuant to the foregoing, any released party (whether Grantor, Guarantor or both) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement upon receipt by Grantee Beneficiary of an updated Phase I environmental site assessment acceptable in form and substance to Grantee Beneficiary in its reasonable discretion. The cost of such Phase I shall be borne by Grantor.

Due on Sale or Further Encumbrance. (a) If, without the Grantee’s Mortgagee'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 Grantor [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 Grantor 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 GrantorMortgagor, if a corporation, or of any corporate general partner of GrantorMortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of GrantorMortgagor, or any membership interest in a Grantor Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor Mortgagor which is a trust or trustee, is sold or conveyed, the Grantee 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 Grantee Mortgagee under the Loan Documents. The Grantor Mortgagor understands that the present ownership of the Premises and Improvements will be are a material inducement to Grantee Mortgagee in the making of the Loan. Any consent by Grantee Mortgagee to a change in ownership or to a change in the composition of the Grantor Mortgagor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.751%) 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 Grantee Mortgagee may impose in its sole discretion. (b) Notwithstanding the foregoing subparagraph SUBPARAGRAPH (a), Grantee Mortgagee will permit one transfer of the Premises, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Grantee with a net worth Mortgagee as equal to or greater than that of not less than Thirty Million and No/100 Dollars ($30,000,000.00)Mortgagor on the date hereof; (ii) assumption documents in form and substance satisfactory to Grantee Mortgagee are executed by the transferee; (iii) Grantee Mortgagee is paid a transfer fee equal to three quarters of one percent (.751%) of the then outstanding Indebtedness; (iv) Grantor Mortgagor reimburses Grantee Mortgagee all reasonable fees and expenses associated with the transfer including legal fees; (v) Grantee Mortgagee receives an endorsement to the Grantee’s MortgageeSection s title policy, in form and substance acceptable to GranteeMortgagee; and (vi) at Grantee’s Mortgagee's option, Grantee Mortgagee receives opinions of counsel, and Grantor Mortgagor and transferee authorization documents, in form and substance acceptable to GranteeMortgagee. Further, GranteeMortgagee, in its sole judgment judgement and discretion, may require individuals specifically named by Grantee Mortgagee to deliver to Grantee Mortgagee an Environmental Indemnification Agreement on Grantee’s MortgageeSection s standard form. The rights granted to Grantor Mortgagor in this subparagraph SUBPARAGRAPH (b) are personal to GrantorMortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor Mortgagor or any guarantors from any liability to the Grantee Mortgagee without the prior written consent of GranteeMortgagee, which consent may be given or withheld in Grantee’s MortgageeSection s sole discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Grantee Mortgagee deems necessary, execution by the principals of the transferee of Grantee’s MortgageeSection s standard Environmental Indemnification Agreement and such other requirements as Grantee Mortgagee may deem appropriate in its discretion. (c) Notwithstanding the foregoing SUBPARAGRAPH (a) Mortgagee will permit the following transfers of ownership interests in Mortgagor without the 1% fee or any change in the Loan terms provided that: (i) no Event of Default shall have occurred or be continuing hereunder [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. If a release is permitted pursuant to the foregoing, any released party (whether Grantor, Guarantor 27449 or both) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement Loan Documents; (ii) Mortgagee is promptly notified of such proposed transfer and provided with such documentation evidencing the transfer and identity of the transferee as reasonably requested by Mortgagee; (iii) assumption documents, if deemed necessary by the Mortgagee, in a form that is acceptable to Mortgagee are executed by the transferee; and (iv) Mortgagor reimburses Mortgagee for all reasonable fees and expenses including reasonable attorney's fees associated with Mortgagee's review and documentation of the transfer: (i) Any ownership interest in the Mortgagor may be transferred by operation of law upon receipt the death of the owner of said interest but only by Grantee will or intestacy; (ii) Any ownership interest in the Mortgagor may be voluntarily sold, transferred, conveyed or assigned for estate planning purposes to immediate family members or to a family trust, provided that at all times there exists a minimum of 51% control of the Premises and the Mortgagor by parties owning an ownership interest in Mortgagor as of the date hereof. "IMMEDIATE FAMILY MEMBERS" shall mean the spouse, children, grandchildren, siblings, and the siblings' children, of each holder of an updated Phase I environmental site assessment acceptable ownership interest in form and substance to Grantee in its reasonable discretion. The cost Mortgagor, as of the date hereof, or a trust for the benefit of one or more of any such Phase I shall be borne by Grantor.persons;

Due on Sale or Further Encumbrance. (a) If, without the GranteeMortgagee’s prior express written consentconsent and except for “Permitted Transfers” (as such term is defined below), (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 Grantor Mortgagor is sold sold, conveyed, or conveyedassigned; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Grantor 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, or (v) without limiting the generality of clause (i) above, the ownership of shares any of the Grantor, if a corporation, direct or of any corporate general partner of Grantor, if a partnership, or the general partnership indirect ownership interests in any partnership which is a general partner of Grantor, and to Mortgagor or any membership interest in a Grantor which is a limited liability company, direct or any beneficial or fiduciary interest in any Grantor which is a trust or trustee, indirect owner of Mortgagor is sold or conveyed, the Grantee shall Mortgagee 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 Grantee Mortgagee under the Loan Documents. The Grantor Mortgagor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee Mortgagee in the making of the LoanLoans secured by this Mortgage. Any consent by Grantee 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 Grantor 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 three quarters of one percent (.751%) 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 Grantee Mortgagee may impose in its sole discretion. (b) . Notwithstanding anything contained in this Paragraph 30 to the foregoing subparagraph (a)contrary, Grantee will Mortgagor shall not permit one transfer of the PremisesLightstone to hold, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Grantee with a net worth of not directly or indirectly, less than Thirty Million and No/100 Dollars ($30,000,000.00); (ii) assumption documents in form and substance satisfactory to Grantee are executed by the transferee; (iii) Grantee is paid a transfer fee equal to three quarters of one seventy-eight percent (.7578%) of the then outstanding Indebtedness; (iv) Grantor reimburses Grantee all fees common limited partnership units in and expenses associated with the transfer including legal fees; (v) Grantee receives an endorsement to the Grantee’s title policy, in form and substance acceptable to Grantee; and (vi) at Grantee’s option, Grantee receives opinions of counsel, and Grantor and transferee authorization documents, in form and substance acceptable to Grantee. Further, Grantee, in its sole judgment and discretion, may require individuals specifically named by Grantee to deliver to Grantee an Environmental Indemnification Agreement on Grantee’s standard form. The rights granted to Grantor in this subparagraph (b) are personal to Grantor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor or any guarantors from any liability to the Grantee Partnership without the prior express written consent of GranteeMortgagee, which such consent may (1) not to be given unreasonably withheld and (2) provided that Lightstone continues to hold, directly or withheld indirectly, at least fifty-one percent (51%) of the common limited partnership units in Grantee’s sole discretionand to the Partnership, but if given, may such consent not to be conditioned upon, without limitation, upon the execution payment of new guaranties from principals of the transferee as Grantee deems necessary, execution by the principals of the transferee of Grantee’s standard Environmental Indemnification Agreement and such other requirements as Grantee may deem appropriate in its discretion. If a release is permitted pursuant to the foregoing, any released party (whether Grantor, Guarantor or both) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement upon receipt by Grantee of an updated Phase I environmental site assessment acceptable in form and substance to Grantee in its reasonable discretion. The cost of such Phase I shall be borne by Grantorfee.

Due on Sale or Further Encumbrance. (ai) IfSubject to the terms, conditions, and provisions of Section 4.2 below, if, without the Grantee’s prior express written consent, consent of the Administrative Agent: (i) the Mortgaged 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 direct or indirect interest in the Mortgaged Premises or any part thereof or in the Grantor Borrower is sold sold, transferred, or otherwise conveyed; (ii) title to the Mortgaged Premises or any part thereof or any direct or indirect interest therein in the Mortgaged Premises or any part thereof or in the Borrower is divested; (iii) the Mortgaged Premises or any ownership part thereof or any direct or indirect interest in the Grantor Mortgaged Premises or any part thereof or in the Borrower is further encumbered or pledged; (iv) any Lease which gives the lessee tenant any option to purchase the Mortgaged Premises or any part thereof is entered into, or, into without the prior express written approval of the Administrative Agent; or (v) without limiting the generality of clause (i) above, the ownership of shares of the GrantorBorrower, if a corporation, or of any corporate general partner of Grantorthe Borrower, if a partnership, or the general partnership interests in any partnership which is a general partner of Grantorthe Borrower, or any membership interest in a Grantor the Borrower which is a limited liability company, or any beneficial or fiduciary interest in any Grantor the Borrower which is a trust or trusteetrustee is sold, is sold or conveyed, or pledged, the Grantee shall at Administrative Agent, in its sole discretion and absolute discretion, shall 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 to be immediately due and payable and exercise all rights and remedies available to Grantee the Administrative Agent under this Agreement and the other Loan Documents. The Grantor Borrower understands that the present ownership of the Mortgaged Premises and the Improvements will be is a material inducement to Grantee the Lenders in making the making of Loan available to the LoanBorrower. Any consent by Grantee the Administrative Agent to a change in ownership or to a change in the composition of the Grantor Borrower may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.751.0%) 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 [LOAN AGREEMENT] Voya Loan No. 30325 then-current market rate, and/or other terms and conditions as Grantee the Administrative Agent may impose in its sole and absolute discretion. Notwithstanding the terms, conditions, and provisions of this Section 4.1 to the contrary, neither a Lease that is entered into in compliance with the Loan Documents nor a Lien being contested subject to Section 3.2 herein is a violation of the terms of this Section 4.1. (bii) Notwithstanding the foregoing subparagraph subsection (a), Grantee i) the Administrative Agent will permit one a one-time transfer of the PremisesLoan, provided: (ia) at the time of the proposed transfer to the transferee, no Event of Default shall exist; (b) the proposed transferee has a financial and credit standing and management expertise acceptable to Grantee with the Administrative Agent; (c) neither the proposed transferee nor any Key Sponsor of the proposed transferee is a net worth Disqualified Person; (d) the proposed transfer shall not result in a breach of the representations, warranties and covenants contained in Section 3.1(xii) or Section 3.11 of this Agreement; (e) neither the proposed transferee nor any owner of a direct or indirect interest in the proposed transferee shall be a Crowdfunded Person; (f) the proposed transfer does not less result in ownership of the Mortgaged Premises being vested in more than Thirty Million and No/100 Dollars one person or entity ($30,000,000.00e.g., no tenants-in-common); (iig) the proposed transfer does not result in any material increase in the property taxes or other operating costs applicable to the Mortgaged Premises as the result of tax reassessments, the loss of otherwise applicable tax abatement or reduction plans or programs, changes in the legal status of the Mortgaged Premises, or any other cause which would not have occurred but for the proposed transfer of the Mortgaged Premises; (h) assumption documents in form and substance satisfactory to Grantee the Administrative Agent are executed by the transferee; (iiii) Grantee the Administrative Agent, for and on behalf of the Lenders, is paid a transfer fee equal to three quarters of one percent (.751%) of the then outstanding Indebtednessprincipal balance under the Loan; (ivj) Grantor reimburses Grantee Administrative Agent is reimbursed for all fees and expenses associated with the transfer including legal fees; (vk) Grantee the Administrative Agent receives an endorsement to the Grantee’s title policyTitle Insurance Policy, in form and substance acceptable to Granteethe Administrative Agent; and (vil) at Granteethe Administrative Agent’s option, Grantee the Administrative Agent receives opinions of counsel, counsel and Grantor and transferee transfer authorization documents, in form and substance acceptable to Granteethe Administrative Agent. Further, Granteethe Administrative Agent, in its sole judgment and discretion, may require individuals specifically named by Grantee principals of the transferee to deliver to Grantee the Administrative Agent an Environmental Indemnification Agreement on Granteethe Administrative Agent’s standard form. The rights granted to Grantor Borrower in this subparagraph subsection (bii) are personal to GrantorBorrower, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer Upon the closing and assumption will notconsummation of any such transfer, Borrower and any then-presently obligated Guarantors shall be released from liability under the Loan Documents other than any such liability that arises out of facts and circumstances existing as of the effective date of the transfer; provided, however, such release the Grantor or any guarantors from any liability to the Grantee without the prior written consent of Grantee, which consent may be given or withheld in Grantee’s sole discretion, but if given, may shall be conditioned upon, without limitation, the execution of new guaranties from such principals of the transferee as Grantee the Administrative Agent deems necessary, execution by the principals of the transferee of Granteethe Administrative Agent’s standard Environmental Indemnification Agreement and such other requirements as Grantee the Administrative Agent may deem appropriate in its discretion. If a release is permitted pursuant to the foregoing, any released party (whether Grantor, Guarantor or both) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement upon receipt by Grantee of an updated Phase I environmental site assessment acceptable in form and substance to Grantee in its reasonable discretion. The cost of such Phase I shall be borne by Grantor.

Due on Sale or Further Encumbrance. (a) If, without the Grantee’s Mortgagee'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 Grantor Mortgagor is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Grantor 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 GrantorMortgagor, if a corporation, or of any corporate general partner of GrantorMortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of GrantorMortgagor, or any membership interest in a Grantor Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor Mortgagor which is a trust or trustee, is sold or conveyed, the Grantee 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 Grantee Mortgagee under the Loan Documents. The Grantor Mortgagor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee Mortgagee in the making of the Loanloan secured by this mortgage. Any consent by Grantee Mortgagee to a change in ownership or to a change in the composition of the Grantor Mortgagor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.751%) 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 Grantee Mortgagee may impose in its sole discretion. (b) Notwithstanding the foregoing subparagraph (a), Grantee Mortgagee will permit one transfer of the Premises, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Grantee with a net worth Mortgagee as equal to or greater than that of not less than Thirty Million and No/100 Dollars ($30,000,000.00)Mortgagor; (ii) assumption documents in form and substance satisfactory to Grantee Mortgagee are executed by the transferee; (iii) Grantee Mortgagee is paid a transfer fee equal to three quarters of one percent (.751%) of the then outstanding Indebtedness; indebtedness, or one half percent (0.5%) of the then outstanding indebtedness if the transfer is part of a merger of all of the assets of Mortgagor with another entity, (iv) Grantor Mortgagor reimburses Grantee Mortgagee all fees and expenses associated with the transfer including legal fees; (v) Grantee Mortgagee receives an endorsement to the Grantee’s Mortgagees title policy, in form and substance acceptable to GranteeMortgagee; and (vi) at Grantee’s Mortgagee's option, Grantee Mortgagee receives opinions of counsel, and Grantor Mortgagor and transferee authorization documents, in form and substance acceptable to GranteeMortgagee. Further, GranteeMortgagee, in its sole judgment judgement and discretion, may require individuals specifically named by Grantee Mortgagee to deliver to Grantee Mortgagee an Environmental Indemnification Agreement on Grantee’s Mortgagees standard form. The rights granted to Grantor Mortgagor in this subparagraph (b) are personal to GrantorMortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor Mortgagor or any guarantors from any liability to the Grantee Mortgagee without the prior written consent of GranteeMortgagee, which consent may be given or withheld in Grantee’s Mortgagees sole discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Grantee Mortgagee deems necessary, execution by the principals of the transferee of Grantee’s Mortgagees standard Environmental Indemnification Agreement and such other requirements as Grantee Mortgagee may deem appropriate in its discretion. If a release is permitted pursuant Notwithstanding any provision to the foregoingcontrary herein, any released party (whether Grantor, Guarantor the limited partnership interests of Mortgagor may be transferred or both) shall likewise be released from such party’s obligations new partnership interests sold so long as Mortgagor remains under the Environmental Indemnification Agreement upon receipt by Grantee management and control of an updated Phase I environmental site assessment acceptable in form and substance to Grantee in its reasonable discretion. The cost of such Phase I shall be borne by GrantorGreat Lakes REIT, a Maryland real estate investment trust.

Due on Sale or Further Encumbrance. (a) If, without the GranteeMortgagee’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 Grantor Mortgagor is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Grantor Mortgagor is further encumbered or pledgedpledged (other than the First Mortgage); (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 GrantorMortgagor, if a corporation, or of any corporate general partner of GrantorMortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of GrantorMortgagor, or any membership interest in a Grantor Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor Mortgagor which is a trust or trustee, is sold or conveyed, the Grantee 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 Grantee Mortgagee under the Loan Documents. The Grantor Mortgagor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee Mortgagee in the making of the Loan. Any consent by Grantee Mortgagee to a change in ownership or to a change in the composition of the Grantor Mortgagor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.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 Grantee Mortgagee may impose in its sole discretion. (b) Notwithstanding the foregoing subparagraph (a), Grantee Mortgagee will permit one transfer of the Premises, provided: (i) the transferee or a guarantor has a financial and credit standing and management expertise acceptable to Grantee Mortgagee with a net worth of not less than Thirty Million and No/100 Dollars ($30,000,000.00); (ii) assumption documents in form and substance satisfactory to Grantee Mortgagee are executed by the transferee; (iii) Grantee Mortgagee is paid a transfer fee equal to three quarters of one percent (.75%) of the then outstanding Indebtednessprincipal balance of the Mortgagor Note (being the same transfer fee as required in the First Mortgage); (iv) Grantor Mortgagor reimburses Grantee Mortgagee all fees and expenses associated with the transfer including legal fees; (v) Grantee Mortgagee receives an endorsement to the GranteeMortgagee’s title policy, in form and substance acceptable to GranteeMortgagee; and (vi) at GranteeMortgagee’s option, Grantee Mortgagee receives opinions of counsel, and Grantor Mortgagor and transferee authorization documents, in form and substance acceptable to GranteeMortgagee. Further, GranteeMortgagee, in its sole judgment and discretion, may require individuals specifically named by Grantee Mortgagee to deliver to Grantee Mortgagee an Environmental Indemnification Agreement on GranteeMortgagee’s standard form. The rights granted to Grantor Mortgagor in this subparagraph (b) are personal to GrantorMortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Grantor Mortgagor or any guarantors from any liability to the Grantee Mortgagee without the prior written consent of GranteeMortgagee, which consent may be given or withheld in GranteeMortgagee’s sole discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Grantee Mortgagee deems necessary, execution by the principals of the transferee of GranteeMortgagee’s standard Environmental Indemnification Agreement and such other requirements as Grantee Mortgagee may deem appropriate in its discretion. If a release is permitted pursuant to the foregoing, any released party (whether GrantorMortgagor, Guarantor Industrial Income Operating Partnership LP, a Delaware limited partnership (“Guarantor”) or both) shall likewise be released from such party’s obligations under the Environmental Indemnification Agreement of even date herewith in connection with the Premises upon receipt by Grantee Mortgagee of an updated Phase I environmental site assessment acceptable in form and substance to Grantee Mortgagee in its reasonable discretion. The cost of such Phase I shall be borne by GrantorMortgagor.