Common use of General Prohibition on Transfers Clause in Contracts

General Prohibition on Transfers. Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed in the remaining subsections of this Sections 2.9 and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder 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 and Profits.

General Prohibition on Transfers. Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. AccordinglyNeither FPIC nor APSG shall sell, assign, convey, give or otherwise transfer its APS stock except as specifically allowed in the remaining subsections permitted by this Agreement. Any attempted transfer of this Sections 2.9 and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property APS stock or any part thereof or direct or indirect interest therein other than as permitted hereby shall be void and of no force or direct effect and shall not be reflected on the APS stock transfer books. The transfer of a majority equity or indirect equivalent interest in Borrower shall be soldeither FPIC or APSG in or by virtue of one or more transactions, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. A Transfer within the meaning of this Section 2.9 shall be deemed a transfer of such shareholder's stock and therefore subject to includethe transfer restrictions set forth in this Agreement. FPIC and APSG, among and their Permitted Transferees, shall be entitled to pledge and grant a security interest in all or any interest in their APS stock without requiring any consent or approval of any other things: party hereto; provided, however, that each agrees to give the other parties hereto prompt written notice of default or acceleration of the underlying secured indebtedness and, prior to the commencement of any acts to enforce the rights of the applicable secured party, to give the other shareholder the right to purchase such encumbered APS stock on such terms and conditions as shall be agreed upon by the secured party and the shareholder proposing to purchase the encumbered APS stock. The shareholder whose APS stock is subject to any such pledge or security interest shall cooperate fully, and in good faith, to facilitate the purchase of the encumbered APS stock by the other shareholder at a reasonable fair market value so as to prevent the outright sale or other transfer of the encumbered APS stock to the secured party or any other third party. In addition, at the time a shareholder pledges or grants a security interest in its APS stock (or immediately upon execution of this Agreement in the case of an existing pledge) such shareholder shall obtain a certificate from the pledgee or secured party, addressed to all the parties to this Agreement, to the effect that (i) an installment sales agreement wherein Borrower agrees to sell the Property pledgee or any part thereof for a price to be paid in installments; secured party is aware of the existence and terms of this Agreement, and (ii) an agreement by Borrower leasing the pledgee or secured party will honor the rights of parties to this Agreement to purchase the encumbered APS stock, and will release such stock and all or a substantial part rights therein in exchange for full payment of the Property for other than actual occupancy purchase price directly to the secured party or pledgee, upon the exercise by a space tenant thereunder or a sale, assignment or other transfer of, or any party hereto of an option arising pursuant to this Agreement which gives such party the grant of a security interest in, Borrower’s right, title and interest in and right to any Leases or any Rents and Profitspurchase such encumbered APS stock.