Common use of No Sale/Encumbrance Clause in Contracts

No Sale/Encumbrance. Borrower agrees that Borrower shall not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender which consent shall not be unreasonably withheld in the case of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that (i) only one such transfer shall be permitted during the term of the Note, (ii) prior to the effective date of the transfer, the transferee shall execute and deliver to Lender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, (iii) a transfer fee equal to one quarter of one percent (.25%) of the outstanding principal balance of the Note shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable), (iv) no transfer shall be permitted hereunder if an Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon Lender's request to do so. Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred in the ordinary course of business in connection with the operation of the Property, provided same are paid when due.

No Sale/Encumbrance. Borrower agrees that Borrower (a) It shall notbe an Event of Default if, without the prior written consent of Lender, sella Sale or Pledge of the Property (or any part thereof) or the Mezzanine A Collateral (or any part thereof) or the Collateral (or any part thereof) or any legal or beneficial interest therein (including, conveywithout limitation, mortgagethe Loan and/or Loan Documents) occurs, granta Sale or Pledge of an interest in any Restricted Party occurs, bargaina Fee Acquisition occurs and/or Borrower shall acquire any real property and/or Mezzanine A Borrower shall acquire any real property and/or Mortgage Borrower shall acquire any real property in addition to the real property owned by Mortgage Borrower as of the Closing Date (each of the foregoing, encumbercollectively, pledgea “Prohibited Transfer”), assignother than as permitted pursuant to the express terms of this Article 6. For the avoidance of doubt, entering into Leases pursuant to the terms of this Agreement, Permitted Encumbrances, a release of the Atrium Parcel in accordance with this Agreement, or otherwise transfer the sale or disposition of obsolete personal property (which is replaced with personal property of the same or greater utility and value) shall not be considered “Prohibited Transfers”. (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Mortgage Borrower agrees to sell the Property or any part thereof or permit Mezzanine A Borrower agrees to sell the Property Mezzanine A Collateral or any part thereof or Borrower agrees to sell the Collateral or any part thereof for a price to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender which consent shall not be unreasonably withheld paid in the case of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that (i) only one such transfer shall be permitted during the term of the Note, installments; (ii) prior to the effective date an agreement by Mortgage Borrower leasing all or a substantial part of the transferProperty for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the transferee shall execute grant of a security interest in, Borrower’s right, title and deliver interest in and to Lender a written assumption agreement any of the Collateral or Mortgage Borrower’s right, title and interest in form and substance acceptable to Lender in its sole discretion, any (A) Leases or any Rents or (B) Property Documents; (iii) if a transfer fee equal Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions or the grant of options, warrants or other interests with respect to one quarter the stock of one percent (.25%) of the outstanding principal balance of the Note shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable), such corporation; (iv) no transfer shall be permitted hereunder if an Event a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of Defaulta general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests or the grant of options, warrants or an event which other interests with respect to the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and partnership interests in such partnership; (v) such transferee shall be if a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-consolidation opinion member manager (or an update if no managing member, any member) or the Sale or Pledge of the samemembership interest of any member or any profits or proceeds relating to such membership interest or the grant of options, warrants or other interests with respect to the membership interests in form and substance reasonably acceptable such limited liability company; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests in a Restricted Party or the revocation, rescission or termination of a Restricted Party; (vii) [reserved]; (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by (or at the behest of) Borrower or its Affiliates, Mezzanine A Borrower or its Affiliates or Mortgage Borrower or its Affiliates or consented to Lenderor acquiesced in by Borrower or its Affiliates, upon Lender's request Mezzanine A Borrower or its Affiliates or Mortgage Borrower or its Affiliates or, pursuant to do so. any contractual agreement or other instrument or under applicable law (including, without limitation, common law) and/or any other action instituted by (or at the behest of) Borrower agrees that or its Affiliates, Mezzanine A Borrower shall not incur or its Affiliates or Mortgage Borrower or its Affiliates or consented to or acquiesced in by Borrower or its Affiliates, Mezzanine A Borrower or its Affiliates or Mortgage Borrower or its Affiliates which results in a Property Document Event and/or (ix) the incurrence of any debtproperty-assessed clean energy loans or similar indebtedness with respect to Borrower, secured or unsecuredMortgage Borrower, direct or contingent (including guaranteeing any obligation)Mezzanine A Borrower, other than the Debt and trade payables incurred in Mezzanine A Collateral, the ordinary course of business in connection with the operation of Collateral and/or the Property, including, without limitation, if such loans or indebtedness are made or otherwise provided same are paid when dueby any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or similar assessments.

No Sale/Encumbrance. Borrower agrees that Borrower shall not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender which consent shall not be unreasonably withheld in the case of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that (i) only one such transfer shall be permitted during the term of the Note, (ii) prior to the effective date of the transfer, the transferee shall execute and deliver to Lender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, (iii) a transfer fee equal to one quarter of one percent (.25%) of the outstanding principal balance of the Note shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable), and (iv) no transfer shall be permitted hereunder if an Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon Lender's request to do so. Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred in the ordinary course of business in connection with the operation of the Property, provided same are paid when due.

No Sale/Encumbrance. Borrower Xxxxxxxx agrees that that, except for the lien of the Second Security Instrument and the other Second Loan Documents, Borrower shall not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender which consent shall not be unreasonably withheld in the case of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar propertiesproperties (the financial condition of a proposed transferee shall be acceptable if such transferee's financial condition is equal to or Greater than the financial condition of the Borrower as of the date hereof or as of the proposed date of transfer, whichever is more favorable, as determined by Xxxxxx in Lender's sole and absolute discretion), provided that (i) only one such transfer shall be permitted during the term of the Note, (ii) prior to the effective date of the transfer, the transferee shall execute and deliver to Lender tender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, (iii) a transfer fee equal to one quarter of one percent (.251%) of of, the outstanding principal balance of the Note Debt-shall be paid by Borrower Xxxxxxxx to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable)transfer, (iv) no transfer shall be permitted hereunder if an Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon LenderXxxxxx's request to do so, and (vi) such transfer will not result in a downgrade, qualification or withdrawal of the then current rating of the Securities (as hereinafter defined) by any Rating Agency. Borrower Xxxxxxxx agrees that Borrower Xxxxxxxx shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt Debt, the indebtedness evidenced by the Second Loan Documents and trade payables incurred in the ordinary course of business in connection with the operation of the Property, provided same are paid when due.

No Sale/Encumbrance. Borrower agrees that Borrower shall not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, Borrower shall be entitled to transfer the Property may be transferred with up to three (3) times subject to the prior written consent of Lender Lender, which consent shall not be unreasonably withheld or delayed and shall be commercially reasonable; and provided further that, in the case connection with such request Lender receives sixty (60) days prior written notice of a proposed transferee whose entity status, creditworthiness such transfer hereunder and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, further provided that the following additional requirements are satisfied: (i) only one such transfer shall be permitted during the term of the Note, (ii) prior to the effective date of the transfer, the transferee shall execute and deliver to Lender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, (iii) a transfer fee equal to one quarter of one percent (.25%) of the outstanding principal balance of the Note shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable), (iv) no transfer shall be permitted hereunder if an Event of Default, Default has occurred and is continuing or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing; (ii) Borrower shall pay Lender a transfer fee equal to 0.25% (for the first sale, and assignment or transfer) or 1% (vfor the second or third sale, assignment or transfer) of the outstanding principal balance of the Loan at the time of such transfer; (iii) such transferee shall be a single purpose bankruptcy remote entity and comply with Section 4.3 hereof, and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender; (iv) Lender has approved the proposed transferee's creditworthiness and management experience for comparable properties, upon provided that Lender's request approval shall be commercially reasonable; (v) after a Securitization, Lender shall have received (x) written confirmation from the applicable Rating Agencies that such transfer will not cause any Rating Agency to do so. withdraw, qualify or downgrade the then applicable rating on any security issued in connection with any Securitization, and (y) an opinion of Borrower's counsel in form and substance satisfactory to the Rating Agencies stating that the transfer is not a "significant modification" as defined in Treasury Regulation Section 1.860 G-2(b)(2) and the release will not adversely affect the status of any REMIC election in connection with a Securitization; and (vi) Borrower agrees that Borrower and the transferee shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), execute such other than the Debt documents and trade payables incurred in the ordinary course of business agreements as Lender shall reasonably require in connection with the operation of the Property, provided same are paid when due.transfer;

No Sale/Encumbrance. Borrower agrees that (a) Except as otherwise expressly provided in this Article VII, Borrower shall notnot cause or permit a Sale or Pledge of the Project or any part thereof or any legal or beneficial interest therein nor permit a Sale or Pledge of an interest in any Restricted Party (in each case, a “Prohibited Transfer”) without the prior written consent of LenderBank, or delayed, unless and until the Debt is paid in full. The provisions of this Section shall not prohibit transfers of direct or indirect interests in Borrower under any will or testament or applicable law of descent or to any estate planning vehicle under the Control of the transferor of such interest. (b) Borrower acknowledges that Bank has examined and relied on the experience of Borrower and its stockholders, general partners, members, principals and (if Borrower is a trust) beneficial owners in owning and operating properties such as the Project, in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of its Project as a means of maintaining the value of such Borrower’s Project as security for repayment of the Debt and the performance of the obligations contained in the Loan Documents. Borrower acknowledges that Bank has a valid interest in maintaining the value of the Project so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the obligations contained in the Loan Documents, Bank can recover the Debt by a sale of the Project. (c) Without the prior written consent of Bank, except to the extent otherwise set forth in this Section 7.2, Borrower shall not, and shall not permit any Restricted Party to do any of the following (individually or collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Property Project or any part thereof or any direct or indirect legal or beneficial interest therein or (ii) permit a Sale or Pledge of an interest in any Restricted Party, other than in each case pursuant to easements, Leases, and other occupancy agreements made in accordance with the Property terms of this Agreement. (d) A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the applicable Project or any part thereof for a price to be soldpaid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the applicable Project for other than actual occupancy by a space tenant thereunder or a sale, conveyed, mortgaged, granted, bargained, encumbered, pledged, assignedassignment or other transfer of, or otherwise transferredthe grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) except as set forth in this Section 7.2, with respect to Guarantor, if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.13. For the avoidance of doubt, for purposes of this Section 7.2, a Transfer or Prohibited Transfer shall not include (x) any issuances, redemptions, conversions, sales, purchases or transfers of the public shares of the REIT Operating Partnership or of City Office REIT, Inc., a Maryland corporation (“CIO REIT”), or (y) any of the transactions, contributions, transfers or steps occurring on or prior to the date of this Agreement as described in the Registration Statement of the REIT Operating Partnership or CIO REIT filed with the U.S. Securities and Exchange Commission that were required for the REIT Operating Partnership or CIO REIT to become an indirect owner of the Project. (e) Notwithstanding the foregoingprovisions of this Section 7.2, the Property may be transferred with the prior written consent of Lender which Bank’s consent shall not be unreasonably withheld required in connection with (A) one or a series of Transfers other than publicly traded shares (excluding the Transfers referenced in subparts (B) and (C) immediately following) of not more than forty-nine percent (49%) of the direct or indirect stock, the limited partnership interests or non-managing membership interests (as the case may be) in Borrower, (B) Transfers of direct or indirect interests in Borrower by and between existing Affiliates or any existing Restricted Party as the Closing Date, including, without limitation, Transfers by Borrower Member of all of its interests in one or more Borrower to REIT Operating Partnership (C) Transfers of the limited partnership interests of the REIT Operating Partnership, including any redemption of such limited partnership interests or the conversion of such limited partnership interests into shares of CIO REIT so long as CIO REIT continues to Control the REIT Operating Partnership, and (D) Transfers of direct and indirect interests in Borrower to any Qualified Transferee; provided, however, in each case, no such Transfer or series of Transfers shall result in the case change of Control in a proposed transferee whose entity statusRestricted Party, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that each such Transfer shall be conditioned upon the following: (i) only one receipt by Bank of prompt notice of each such transfer shall be permitted during Transfer (except, for the term avoidance of doubt, with respect to transfers of the Notepublic shares of CIO REIT or Transfers of the limited partnership interests in the REIT Operating Partnership as described in subpart (C) above), (ii) prior continued compliance with the relevant provisions of Article VI hereof, and (iii) Borrower’s ability to, after giving effect to such Transfer, remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons (and, upon Bank’s request, Borrower shall deliver to Bank an certificate an Authorized Representative containing such updated representations effective as of the date of the transferconsummation of such Transfer). In addition, at all times, either (x) a Qualified Transferee (or an entity Controlled by a Qualified Transferee) or (y) the transferee shall execute REIT Operating Partnership or CIO REIT must continue to directly or indirectly Control Borrower, Borrower Member (to the extent still in existence) and deliver any Affiliated Manager and must continue to Lender own, directly or indirectly, at least a twenty five percent (25%) legal and beneficial interest in Borrower (f) Notwithstanding anything in the Loan Documents to the contrary, REIT Operating Partnership, may incur the following indebtedness without the Bank’s prior written assumption agreement in form and substance acceptable to Lender in its sole discretionconsent: (i) unsecured indebtedness, (ii) indebtedness secured by interests in, or assets or accounts of, entities other than any Borrower or Borrower Member, (iii) a transfer fee equal to one quarter of one percent (.25%) of indebtedness secured by liens or mortgages on properties other than the outstanding principal balance of the Note shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of BorrowerProjects, in which event no transfer fee shall be due and payable), (iv) no transfer shall be permitted hereunder if an Event distributions of Defaultexcess cash flow from the Projects by Borrower, or an event which with Borrower Member and REIT Operating Partnership subject to the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon Lender's request to do so. Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred limitations set forth in the ordinary course of business in connection with the operation of the Property, provided same are paid when dueLoan Documents.

No Sale/Encumbrance. Borrower agrees that Borrower shall not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender which consent shall not be unreasonably withheld in the case of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that (ia) only one such transfer shall be permitted during the term of the Note, (iib) prior to the effective date of the transfer, the transferee shall execute and deliver to Lender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, (iiic) a transfer fee equal to one quarter of one percent (.251%) of the outstanding principal balance of the Note Debt shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable)transfer, (ivd) no transfer shall be permitted hereunder if an Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (ve) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon Lender's request to do so. Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred in the ordinary course of business in connection with the operation of the Property, provided same are paid when due.

No Sale/Encumbrance. Borrower agrees that (a) Except as otherwise expressly provided in this Article VII, Borrower shall notnot cause or permit a Sale or Pledge of the Project or any part thereof or any legal or beneficial interest therein nor permit a Sale or Pledge of an interest in any Restricted Party (in each case, a “Prohibited Transfer”) without the prior written consent of LenderBank, or delayed, unless and until the Debt is paid in full. The provisions of this Section shall not prohibit transfers of direct or indirect interests in Borrower under any will or testament or applicable law of descent or to any estate planning vehicle under the Control of the transferor of such interest. (b) Borrower acknowledges that Bank has examined and relied on the experience of Borrower and its stockholders, general partners, members, principals and (if Borrower is a trust) beneficial owners in owning and operating properties such as the Project, in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of its Project as a means of maintaining the value of such Borrower’s Project as security for repayment of the Debt and the performance of the obligations contained in the Loan Documents. Borrower acknowledges that Bank has a valid interest in maintaining the value of the Project so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the obligations contained in the Loan Documents, Bank can recover the Debt by a sale of the Project. (c) Without the prior written consent of Bank, except to the extent otherwise set forth in this Section 7.2, Borrower shall not, and shall not permit any Restricted Party to do any of the following (individually or collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Property Project or any part thereof or any direct or indirect legal or beneficial interest therein or (ii) permit a Sale or Pledge of an interest in any Restricted Party, other than in each case pursuant to easements, Leases, and other occupancy agreements made in accordance with the Property terms of this Agreement. (d) A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Project or any part thereof for a price to be soldpaid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Project for other than actual occupancy by a space tenant thereunder or a sale, conveyed, mortgaged, granted, bargained, encumbered, pledged, assignedassignment or other transfer of, or otherwise transferredthe grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) except as set forth in this Section 7.2, with respect to Guarantor, if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.13. Notwithstanding anything contained the foregoingLoan Documents to the contrary, for purposes of this Section 7.2, a Transfer or Prohibited Transfer shall not include any issuances, redemptions, conversions, sales, purchases or transfers of (x) any general and/or limited partnership interest in REIT Operating Partnership or (y) any equity interests in any entity which owns or controls the Property may be transferred with partnership interests of REIT Operating Partnership. (e) Notwithstanding the prior written consent provisions of Lender which this Section 7.2, Bank’s consent shall not be unreasonably withheld required in connection with (A) one or a series of Transfers (excluding the Transfers referenced in subparts (B) and (C) immediately following) of not more than forty-nine percent (49%) of the direct or indirect stock, the limited partnership interests or non-managing membership interests (as the case may be) in Borrower, (B) Transfers of direct or indirect interests in Borrower by and between existing Affiliates or any existing Restricted Party as the Closing Date, including, without limitation, Transfers by Borrower General Partner of all of its interests in Borrower to REIT Operating Partnership (C) the transfer or conversion of partnership interests in Borrower into equity interests in REIT Operating Partnership so long as REIT Operating Partnership continues to Control the Borrower, and (D) Transfers of direct and indirect interests in Borrower to any Qualified Transferee; provided, however, in each case, no such Transfer or series of Transfers shall result in the case change of Control in a proposed transferee whose entity statusRestricted Party not otherwise permitted by this Section 7.2(e), creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that each such Transfer shall be conditioned upon the following: (i) only one receipt by Bank of prompt notice of each such transfer shall be permitted during Transfer (except, for the term avoidance of doubt, with respect to transfers of the Notepartnership interests in the REIT Operating Partnership as described in subsection 7.2 (d)), (ii) prior continued compliance with the relevant provisions of Article VI hereof, and (iii) Borrower’s ability to, after giving effect to such Transfer, remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons (and, upon Bank’s request, Borrower shall deliver to Bank an certificate an Authorized Representative containing such updated representations effective as of the date of the transferconsummation of such Transfer). In addition, at all times, either (x) a Qualified Transferee (or an entity Controlled by a Qualified Transferee) or (y) the transferee shall execute REIT Operating Partnership must continue to directly or indirectly Control Borrower, Borrower Partner (to the extent still in existence) and deliver any Affiliated Manager and must continue to Lender own, directly or indirectly, at least a twenty five percent (25%) legal and beneficial interest in Borrower (f) Notwithstanding anything in the Loan Documents to the contrary, REIT Operating Partnership, may incur the following indebtedness without the Bank’s prior written assumption agreement in form and substance acceptable to Lender in its sole discretionconsent: (i) unsecured indebtedness, (ii) indebtedness secured by interests in, or assets or accounts of, entities other than any Borrower or Borrower General Partner, (iii) a transfer fee equal to one quarter of one percent (.25%) of indebtedness secured by liens or mortgages, on properties other than the outstanding principal balance of the Note shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of BorrowerProject, in which event no transfer fee shall be due and payable), (iv) no transfer shall be permitted hereunder if an Event secured by distributions of Defaultexcess cash flow from the Project by Xxxxxxxx, or an event which with Borrower General Partner and REIT Operating Partnership subject to the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon Lender's request to do so. Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred limitations set forth in the ordinary course of business in connection with the operation of the Property, provided same are paid when due.Loan Documents

No Sale/Encumbrance. (a) Borrower agrees that Borrower shall ------------------- not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. . (b) Notwithstanding the foregoingprohibition on transfers described in Subsection 8.2(a) above, Borrower shall have the right, from time to time, to obtain the release from the lien of this Security Instrument (to be evidenced by a partial release of mortgage in form approved by Lender) for all or any part of those portions of the Property may be transferred described in Exhibit C attached hereto (the "Release Parcels") in connection with the prior written consent transfer of Lender which consent shall not be unreasonably withheld in the case Release Parcels to a third party, subject to satisfaction of a proposed transferee whose entity status, creditworthiness the following terms and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that conditions: (i) only one such transfer Borrower shall be permitted during the term have provided to Lender at least sixty (60) days prior notice of the Note, date on which such release and transfer is to occur; (ii) prior to no Event of Default or any event which, with the effective date passage of time or the giving of notice, would constitute an Event of Default hereunder shall exist at the time of the release or will result from such release and transfer, the transferee shall execute and deliver to Lender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, ; (iii) the Release Parcel shall be transferred or conveyed to a party other than Borrower and such transfer fee equal to one quarter of one percent (.25%) or conveyance shall not result in a violation of the outstanding principal balance provisions of the Note shall be paid by Borrower to Lender upon notice being given to Borrower Section 4.1 of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable), this Security Instrument; (iv) no transfer Borrower shall have delivered to Lender such title endorsements to Lender's policy of title insurance as Lender shall reasonably determine to be permitted hereunder if an Event necessary to confirm that the existing title insurance coverage for the Property will remain effective (without the imposition of Defaultany additional title exception) as to the portion of Property remaining after the release of the Release Parcel (the "Remaining Property"), or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred all at Borrower's sole cost and is continuing, and expense; (v) Borrower shall have paid all actual out-of-pocket costs and expenses incurred by Lender in connection with such transferee release, including, without limitation, all trustee fees, recording fees, reconveyance fees, title insurance premiums and reasonable attorneys' costs and fees; Borrower shall, within five (5) days of Lender's request, deposit such sums as Lender may require to pay any or all costs and expenses which Lender estimates it shall be a single purpose bankruptcy remote entity and incur pursuant to this Subsection 8.2(b); (vi) Borrower shall cause to be delivered created, and insured under Lender's policy of title insurance, such reciprocal easements for ingress, egress, parking and utilities over the Release Parcels as Lender shall reasonably require, which easements shall be prior to any lien on the Release Parcels; upon request, Lender shall allow the lien of this Security Instrument to be subordinated to similar easements across the Remaining Property, provided such subordination is effected by an instrument acceptable to Lender a non-consolidation opinion or an update in all respects and Lender determines that such easements will not adversely affect the value of the sameRemaining Property or the lien created hereunder; (vii) Borrower shall have recorded, in form the appropriate land records office, a reciprocal easement agreement (the "REA") between Borrower, the Net Lease Tenant and substance reasonably acceptable the owner of the Release Parcels which REA shall contain restrictive covenants against the use of the Release Parcels as required by Section 12.2 of the Net Lease, together with an acknowledgment from the Net Lease Tenant that Borrower shall have no further obligations or liability with respect to the terms and conditions of Section 12.2 and the Net Lease Tenant shall have no rights or remedies against Borrower, its successors and assigns under Section 12.2; (viii) Borrower shall deliver to Lender, upon Lenderat Borrower's request sole cost and expense, an ALTA/ASCM survey of the Remaining Property and the Release Parcel, which survey shall conform to do so. Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred in requirements of Lender for the ordinary course survey of business the Property provided to Lender in connection with the operation funding of the PropertyLoan; and (ix) at the time of such release, provided same are paid when duethe Remaining Property shall constitute lawfully subdivided parcel(s), consisting of separate and distinct tax lot(s) and shall conform to all applicable zoning by-laws and ordinances. Lender shall not be entitled to receive any portion of the proceeds realized by Borrower upon the transfer or conveyance of the Release Parcel.

No Sale/Encumbrance. Borrower agrees that (a) Except as otherwise expressly provided in this Article VII, Borrower shall notnot cause or permit a Sale or Pledge of the Project or any part thereof or any legal or beneficial interest therein nor permit a Sale or Pledge of an interest in any Restricted Party (in each case, a “Prohibited Transfer”) without the prior written consent of LenderBank, or delayed, unless and until the Debt is paid in full. The provisions of this Section shall not prohibit transfers of direct or indirect interests in Borrower under any will or testament or applicable law of descent or to any estate planning vehicle under the Control of the transferor of such interest. (b) Xxxxxxxx acknowledges that Bank has examined and relied on the experience of Borrower and its stockholders, general partners, members, principals and (if Borrower is a trust) beneficial owners in owning and operating properties such as the Project, in agreeing to make the Loan, and will continue to rely on Xxxxxxxx’s ownership of the Project as a means of maintaining the value of the Project as security for repayment of the Debt and the performance of the obligations contained in the Loan Documents. Borrower acknowledges that Bank has a valid interest in maintaining the value of the Project so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the obligations contained in the Loan Documents, Bank can recover the Debt by a sale of the Project. (c) Without the prior written consent of Bank, except to the extent otherwise set forth in this Section 7.2, Borrower shall not, and shall not permit any Restricted Party to do any of the following (individually or collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Property Project or any part thereof or any direct or indirect legal or beneficial interest therein or (ii) permit a Sale or Pledge of an interest in any Restricted Party, other than in each case pursuant to easements, Leases, and other occupancy agreements made in accordance with the Property terms of this Agreement. (d) A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Project or any part thereof for a price to be soldpaid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Project for other than actual occupancy by a space tenant thereunder or a sale, conveyed, mortgaged, granted, bargained, encumbered, pledged, assignedassignment or other transfer of, or otherwise transferredthe grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) except as set forth in this Section 7.2, with respect to Guarantor, if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.13. Notwithstanding anything contained the foregoingLoan Documents to the contrary, for purposes of this Section 7.2, a Transfer or Prohibited Transfer shall not include any issuances, redemptions, conversions, sales, purchases or transfers of (x) any general and/or limited partnership interest in REIT Operating Partnership or (y) any equity interests in any entity which owns or controls the Property may be transferred with partnership interests of REIT Operating Partnership. (e) Notwithstanding the prior written consent provisions of Lender which this Section 7.2, Bank’s consent shall not be unreasonably withheld required in connection with (A) one or a series of Transfers (excluding the Transfers referenced in subparts (B) and (C) immediately following) of not more than forty-nine percent (49%) of the direct or indirect stock, the limited partnership interests or non-managing membership interests (as the case may be) in Borrower, (B) Transfers of direct or indirect interests in Borrower by and between existing Affiliates or any existing Restricted Party as the Closing Date, including, without limitation, Transfers by Borrower General Partner of all of its interests in Borrower to REIT Operating Partnership (C) the transfer or conversion of partnership interests in Borrower into equity interests in REIT Operating Partnership so long as REIT Operating Partnership continues to Control the Borrower, and (D) Transfers of direct and indirect interests in Borrower to any Qualified Transferee; provided, however, in each case, no such Transfer or series of Transfers shall result in the case change of Control in a proposed transferee whose entity statusRestricted Party not otherwise permitted by this Section 7.2(e), creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that each such Transfer shall be conditioned upon the following: (i) only one receipt by Bank of prompt notice of each such transfer shall be permitted during Transfer (except, for the term avoidance of doubt, with respect to transfers of the Notepartnership interests in the REIT Operating Partnership as described in subsection 7.2 (d)), (ii) prior continued compliance with the relevant provisions of Article VI hereof, and (iii) Borrower’s ability to, after giving effect to such Transfer, remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons (and, upon Bank’s request, Borrower shall deliver to Bank an certificate an Authorized Representative containing such updated representations effective as of the date of the transferconsummation of such Transfer). In addition, at all times, either (x) a Qualified Transferee (or an entity Controlled by a Qualified Transferee) or (y) the transferee shall execute REIT Operating Partnership must continue to directly or indirectly Control Borrower, Borrower Partner (to the extent still in existence) and deliver any Affiliated Manager and must continue to Lender own, directly or indirectly, at least a twenty five percent (25%) legal and beneficial interest in Borrower. (f) Notwithstanding anything in the Loan Documents to the contrary, REIT Operating Partnership, may incur the following indebtedness without the Bank’s prior written assumption agreement in form and substance acceptable to Lender in its sole discretionconsent: (i) unsecured indebtedness, (ii) indebtedness secured by interests in, or assets or accounts of, entities other than any Borrower or Borrower General Partner, (iii) a transfer fee equal to one quarter of one percent (.25%) of indebtedness secured by liens or mortgages, on properties other than the outstanding principal balance of the Note shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of BorrowerProject, in which event no transfer fee shall be due and payable), (iv) no transfer shall be permitted hereunder if an Event secured by distributions of Defaultexcess cash flow from the Project by Xxxxxxxx, or an event which with Borrower General Partner and REIT Operating Partnership subject to the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon Lender's request to do so. Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred limitations set forth in the ordinary course of business in connection with the operation of the Property, provided same are paid when dueLoan Documents.

No Sale/Encumbrance. (a) Borrower agrees that Borrower shall not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender which consent shall not be unreasonably withheld required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the case Debt immediately due and payable upon Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply to: (i) only one such transfer shall an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be permitted during the term of the Note, paid in installments; (ii) prior to the effective date an agreement by Borrower leasing all or a substantial part of the transferProperty for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the transferee shall execute grant of a security interest in, Borrower's right, title and deliver interest in and to Lender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, any Leases or any Rents; (iii) if Borrower, Guarantor, or any general partner, manager or managing member of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer fee equal to of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one quarter or a series of one transactions by which an aggregate of forty nine percent (.2549%) or more of the outstanding principal balance of the Note such corporation's stock shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer vested in a party or parties who are not now stockholders (unless the proposed transferee is an affiliate of Borrowerprovided, however, in which no event no transfer fee shall be due and payablethis subpart [iii] apply to any Guarantor whose stock, shares or partnership interests are traded on a nationally recognized stock exchange), ; (iv) no if Borrower, Guarantor, or any general partner of Borrower or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer by which an aggregate of forty-nine percent (49%) or more of the ownership interest in such limited liability company or forty-nine percent (49%) or more of the limited partnership interests in such limited partnership shall be permitted hereunder if vested in parties not having an Event ownership interest as of Default, or an event which with the giving date of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, this Security Instrument; and (v) such transferee shall be if Borrower, any Guarantor or any general partner of Borrower or any Guarantor is a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender limited or general partnership or joint venture, the change, removal or resignation of a non-consolidation opinion general partner, managing partner or an update joint venturer or the transfer of all or any portion of the samepartnership interest of any general partner, in form and substance reasonably acceptable to Lender, upon Lender's request to do so. Borrower agrees that Borrower shall not incur any debt, secured managing partner or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred in the ordinary course of business in connection with the operation of the Property, provided same are paid when duejoint venturer.

No Sale/Encumbrance. Borrower agrees that Borrower shall not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender which consent shall not be unreasonably withheld in the case of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that (i) only one such transfer shall be permitted during the term of the Note, (ii) prior to the effective date of the transfer, the transferee shall execute and deliver to Lender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, (iii) a transfer fee equal to one quarter three-quarters of one percent (.250.75%) of the outstanding principal balance of the Note Debt shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable)transfer, (iv) no transfer shall be permitted hereunder if an Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon Lender's request to do so. Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred in the ordinary course of business in connection with the operation of the Property, provided same are paid when due.

No Sale/Encumbrance. Borrower agrees that that, except as expressly provided herein or in the Other Security Documents, Borrower shall not, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender which consent shall not be unreasonably withheld in the case of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties, provided that PROVIDED THAT (i) only one such transfer shall be permitted during the term of the Note, (ii) prior to the effective date of the transfer, the transferee shall execute and deliver to Lender a written assumption agreement in form and substance acceptable to Lender in its sole discretion, (iii) a transfer fee equal to one quarter of one percent (.251%) of the outstanding principal balance of the Note Debt shall be paid by Borrower to Lender upon notice being given to Borrower of approval of the proposed transfer (unless the proposed transferee is an affiliate of Borrower, in which event no transfer fee shall be due and payable)transfer, (iv) no transfer shall be permitted hereunder if an Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower shall cause to be delivered to Lender a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to Lender, upon Lender's request to do soso and (vi) Borrower has caused to be delivered to Lender confirmation in writing from the Rating Agencies (a "Rating Agency Confirmation")to the effect that such transfer will not result in a qualification, reduction or withdrawal of any rating initially assigned or to be assigned in a Secondary Market Transaction (defined below). Borrower agrees that Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred in the ordinary course of business in connection with the operation of the Property, provided same are paid when due.

No Sale/Encumbrance. Borrower Grantor agrees that Borrower Grantor shall not, without the prior written consent of LenderBeneficiary, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Notwithstanding the foregoing, the Property may be transferred with the prior written consent of Lender Beneficiary which consent shall not be unreasonably withheld in the case of a proposed transferee whose entity status, creditworthiness and management ability meet standards consistently applied by Lender Beneficiary for approval of borrowers Grantors for similar properties under mortgage loans secured by similar properties, provided that (i) only one such transfer shall be permitted during the term of the NoteGuaranty, (ii) prior to the effective date of the transfer, the transferee shall execute and deliver to Lender Beneficiary a written assumption agreement in form and substance acceptable to Lender Beneficiary in its sole discretion, (iii) a transfer fee equal to one quarter of one percent (.25%) of the outstanding principal balance of the Note Debt shall be paid by Borrower Grantor to Lender Beneficiary upon notice being given to Borrower Grantor of approval of the proposed transfer (unless the proposed transferee is an affiliate of BorrowerGrantor, in which event no transfer fee shall be due and payable), (iv) no transfer shall be permitted hereunder if an Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, and (v) such transferee shall be a single purpose bankruptcy remote entity and Borrower Grantor shall cause to be delivered to Lender Beneficiary a non-consolidation opinion or an update of the same, in form and substance reasonably acceptable to LenderBeneficiary, upon LenderBeneficiary's request to do so. Borrower Grantor agrees that Borrower Grantor shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and trade payables incurred in the ordinary course of business in connection with the operation of the Property, provided same are paid when due.