Common use of No Sale/Encumbrance Clause in Contracts

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. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply to: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (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; (iii) if Borrower, Guarantor, or any general partner of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer 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 or a series of transactions by which an aggregate of ten percent (10%) or more of such corporation's stock shall be vested in a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] apply to any Guarantor whose stock, shares or partnership interests are traded on a nationally recognized stock exchange); (iv) 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 fifty percent (50%) or more of the ownership interest in such limited liability company or fifty percent (50%) or more of the limited partnership interests in such limited partnership shall be vested in parties not having an ownership interest as of the date of this Security Instrument; and (v) if Borrower, any Guarantor or any general partner of Borrower or any Guarantor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner, managing partner or joint venturer or the transfer of all or any portion of the partnership interest of any general partner, managing partner or joint venturer.

No Sale/Encumbrance. (a) Borrower agrees that Borrower It shall notbe an Event of Default hereof if, without the prior written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, a Sale or otherwise transfer Pledge of the Property (or any part thereof or permit thereof), the Property Mezzanine A Collateral (or any part thereof to be sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, thereof) or otherwise transferred. Lender shall not be required to demonstrate any actual impairment of its security the Collateral (or any increased risk part thereof) or any legal or beneficial interest therein (including, without limitation, the Loan and/or Loan Documents) occurs, a Sale or Pledge of default hereunder an interest in order any Restricted Party occurs and/or Borrower, Mezzanine A Borrower or Mortgage Borrower shall acquire any real property in addition to declare the Debt immediately due and payable upon Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer real property owned by Mortgage Borrower as of the Property without Lender's consentClosing Date and/or Borrower or Mezzanine A Borrower shall acquire any assets (other than its interest in Mortgage Borrower) in addition to the assets owned by Borrower and Mezzanine A Borrower as of the Closing Date (each of the foregoing, collectively, a “Prohibited Transfer”), other than (i) a Permitted Transfer and (ii) as permitted pursuant to the express terms of this Article 6. (b) Subsection 8.2 (a) A Prohibited Transfer shall apply include, but not be limited to: , (i) an installment sales agreement wherein Mortgage Borrower agrees to sell the Property (or any part thereof thereof) for a price to be paid in installments, Mezzanine A Borrower agrees to sell the Mezzanine A Collateral (or any part thereof) for a price to be paid in installments or Borrower agrees to sell the Collateral (or any part thereof) for a price to be paid in installments; (ii) an agreement by Mortgage Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's Xxxxxxxx’s right, title and interest in and to any Collateral, Mezzanine A Borrower’s right, title and interest in and to any Mezzanine A Collateral or Mortgage Borrower’s right, title and interest in and to any (A) Leases or any Rents, (B) Property Documents, (C) intentionally omitted or (D) the PILOT Leases and/or PILOT Documents; (iii) if Borrower, Guarantor, or any general partner of Borrower or Guarantor a Restricted Party is a corporation, any merger, consolidation or the voluntary Sale or involuntary sale, conveyance or transfer Pledge of such corporation's ’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 or a series of transactions by which an aggregate of ten percent (10%) or more of such corporation's stock shall be vested in a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] apply to any Guarantor whose stock, shares or partnership interests are traded on a nationally recognized stock exchange)transactions; (iv) 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 fifty percent (50%) or more of the ownership interest in such limited liability company or fifty percent (50%) or more of the limited partnership interests in such limited partnership shall be vested in parties not having an ownership interest as of the date of this Security Instrument; and (v) if Borrower, any Guarantor or any general partner of Borrower or any Guarantor Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal removal, resignation or resignation addition of a general partner, managing partner or joint venturer the Sale or the transfer of all or any portion Pledge of the partnership interest of any general partner, managing or limited partner or joint venturerany profits or proceeds relating to such partnership interests (provided that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby so long as such distributions are not made by Borrower during the continuance of a Trigger Period) or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger, Division 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 any member or any profits or proceeds relating to such membership interest (provided that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby so long as such distributions are not made by Borrower during the continuance of a Trigger Period); (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 Borrower or by any other Person, pursuant to 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, Mezzanine A Borrower, Mortgage Borrower or any of their respective Affiliates or consented to or acquiesced in by Borrower, Mezzanine A Borrower, Mortgage Borrower or any of their respective Affiliates which results in a Property Document Event and/or (ix) the incurrence of any PACE Debt or similar indebtedness with respect to Mortgage Borrower and/or the Property, including, without limitation, if such loans or indebtedness are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or similar assessments.

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 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 transferredTransferred. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's ’s Transfer of the Property without Lender’s consent. (b) As used in Section 8.2(a), “Transfer” shall mean any voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, assignment or transfer of all or any part of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply or any interest therein including, but not limited to: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (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 thereunder; (iii) a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (iiiiv) if Borrower, Guarantor, or any manager, managing member or general partner of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer Transfer of such corporation's ’s stock (or the stock of any corporation directly or indirectly controlling such corporation Borrower, Guarantor, manager, managing member or general partner by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of ten forty-nine percent (1049%) or more of such corporation's ’s stock shall directly or indirectly be vested in or pledged to a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iiiiv] apply to any Guarantor whose stock, stock or shares or partnership interests are traded on a nationally recognized stock exchange); (ivv) if Borrower, Guarantor, manager, or any managing member or general partner of Borrower or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer Transfer by which an aggregate of fifty forty-nine percent (5049%) or more of the ownership interest in such limited liability company or fifty forty-nine percent (5049%) or more of the limited partnership interests in such limited partnership shall directly or indirectly be vested in or pledged to parties not having an ownership interest as of the date of this Security Instrument; and (vvi) if Borrower, any Guarantor or any manager, managing member or general partner of Borrower or any Guarantor is a partnership, limited or general partnership liability company or joint venture, the change, removal or resignation of a general partner, manager, managing partner member or joint venturer or the transfer Transfer directly or indirectly of all or any portion of the partnership or ownership interest of any general partner, manager, managing partner member or joint venturer; and (vii) except as expressly permitted by Section 8.3, any Transfer by Gladstone Commercial Limited Partnership, a Delaware limited partnership (“GCLP”), directly or indirectly, of its ownership interest in the Borrower.

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 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 transferredTransferred. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's Transfer of the Property without Lender's consent. (b) As used in Section 8.2(a). "Transfer" shall mean any voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, assignment or transfer of all or any part of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply or any interest therein including, but not limited to: (i) an installment sales agreement wherein Borrower agrees auras to sell the JPMORGAN CHASE BANK Property or any part thereof for a price to be paid in installments; (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 thereunder; (iii) 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; (iiiiv) if Borrower, Guarantor, or any managing member or general partner of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer Transfer of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation Borrower, Guarantor, managing member or general partner by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of ten forty-nine percent (1049%) or more of such corporation's stock shall directly or indirectly be vested in or pledged to a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] (iv) apply to any Guarantor whose stock, stock or shares or partnership interests are traded on a nationally recognized stock exchange); (ivv) if Borrower, Guarantor, or any managing member or general partner of Borrower or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer Transfer by which an aggregate of fifty forty-nine percent (5049%) or more of the ownership interest in such limited liability company or fifty forty-nine percent (5049%) or more of the limited partnership interests in such limited partnership shall directly or indirectly be vested in or pledged to parties not having an ownership interest as of the date of this Security Instrument; and (vvi) if Borrower, any Guarantor or any managing member or general partner of Borrower or any Guarantor is a partnership, limited or general partnership liability company or joint venture, the change, removal or resignation of a general partner, managing partner member or joint venturer or the transfer Transfer directly or indirectly of all or any portion of the partnership or ownership interest of any general partner, partner managing partner member or joint venturer; and (vii) except as expressly permitted by Section 8.3. any Transfer by an Original Principal, directly or indirectly, of its ownership interest in the Borrower.

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 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 transferredTransferred. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's ’s Transfer of the Property without Lender’s consent. (b) As used in Section 8.2(a), “Transfer” shall mean any voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, assignment or transfer of all or any part of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply or Borrower or any direct or indirect interest therein including, but not limited to: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for a purpose other than actual occupancy by a space tenant thereunder or thereunder; (iii) a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (iiiiv) if Borrower, Guarantor, or any managing member or general partner of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer Transfer of such corporation's ’s stock (or the stock of any corporation directly or indirectly controlling such corporation Borrower, Guarantor, managing member or general partner by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of ten forty-nine percent (1049%) or more of such corporation's ’s stock shall directly or indirectly be vested in or pledged to a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iiiiv] apply to any Guarantor whose stock, stock or shares or partnership interests are traded on a nationally recognized stock exchange); (ivv) if Borrower, Guarantor, or any managing member or general partner of Borrower or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer Transfer by which an aggregate of fifty forty-nine percent (5049%) or more of the ownership interest in such limited liability company or fifty forty-nine percent (5049%) or more of the limited partnership interests in such limited partnership shall directly or indirectly be vested in or pledged to parties not having an ownership interest as of the date of this Security Instrument; and (vvi) if Borrower, any Guarantor or any managing member or general partner of Borrower or any Guarantor is a partnership, limited or general partnership liability company or joint venture, the change, removal or resignation of a general partner, managing partner member or joint venturer or the transfer Transfer directly or indirectly of all or any portion of the partnership or ownership interest of any general partner, managing partner member or joint venturer; and (vii) except as expressly permitted by Section 8.3. any Transfer by an Original Principal, directly or indirectly, of its ownership interest in the Borrower.

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 Transfer the Property 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 transferredTransferred. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's Transfer of the Property without Lender's consent. (b) As used in Section 8.2(a), "Transfer" shall mean any voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, assignment or transfer of all or any part of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply or any interest therein including, but not limited to: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (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 thereunder; (iii) 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 Lease or any Rents; (iiiiv) if Borrower, Guarantor, or any managing member or general partner of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer Transfer of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation Borrower, Guarantor, managing member or general partner by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of ten forty-nine percent (1049%) or more of such corporation's stock shall directly or indirectly be vested in or pledged to a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iiiiv] apply to any Guarantor whose stock, stock or shares or partnership interests are traded on a nationally recognized stock exchange); (ivv) if Borrower, Guarantor, or any managing member or general partner of Borrower or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer Transfer by which an aggregate of fifty forty-nine percent (5049%) or more of the ownership interest in such limited liability company or fifty forty-nine percent (5049%) or more of the limited partnership interests in such limited partnership shall directly or indirectly be vested in or pledged to parties not having an ownership interest as of the date of this Security Instrument; and (vvi) if Borrower, any Guarantor or any managing member or general partner of Borrower or any Guarantor is a partnership, limited or general partnership liability company or joint venture, the change, removal or resignation of a general partner, managing partner member or joint venturer venture or the transfer Transfer directly or indirectly of all or any portion of the partnership or ownership interest of any general partner, managing partner member or joint venturerventure; and (vii) except as expressly permitted by Section 8.3, any Transfer by an Original Principal, directly or indirectly, of its ownership interest in the Borrower.

No Sale/Encumbrance. (a) Borrower agrees that Borrower shall not, without the prior written consent of Lender, sellcause or permit a Sale or Pledge of the Collateral, convey, mortgage, grant, bargain, encumber, pledge, assign, the Senior Mezzanine Collateral or otherwise transfer the Property or any part thereof or any legal or beneficial interest therein, nor cause or permit a Sale or Pledge of an interest in any Restricted Party (in each case, a “Prohibited Transfer”). A Prohibited Transfer shall not include (i) a Sale or Pledge pursuant to Section 2.5; (ii) a Permitted Transfer, (iii) a Sale or Pledge pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 5.13; (iv) Permitted Encumbrances with respect to the Property; (v) a Permitted CIGNA Mortgage Loan Refinancing; (vi) a Condemnation with respect to any Individual Property; (vii) a Sale or Pledge of any direct or indirect interests in Ashford Sponsor; (viii) a Sale or Pledge of any direct or indirect interests in Pru Sponsor so long as, after giving effect thereto, PIM, Pru Financial or an Affiliate of PIM or Pru Financial shall continue to Control Pru Sponsor; and (ix) a Sale or Pledge of any direct or indirect interests in Remington. (b) A Prohibited Transfer shall include (i) (x) an installment sales agreement wherein any Mortgage Loan Borrower or Maryland Owner agrees to sell any Individual Property or any part thereof for a price to be soldpaid in installments, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Lender shall not be required (y) an installment sales agreement wherein any Senior Mezzanine Borrower agrees to demonstrate any actual impairment of its security sell the Senior Mezzanine Collateral or any increased risk of default hereunder part thereof for a price to be paid in order to declare the Debt immediately due and payable upon Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, installments or transfer of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply to: (iz) an installment sales agreement wherein Borrower agrees to sell the Property Collateral or any part thereof for a price to be paid in installments; (ii) an agreement by any Mortgage Loan Borrower or Maryland Owner leasing all or a substantial part of the any Individual 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, any Mortgage Loan Borrower's ’s or Maryland Owner’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower, Guarantor, or any general partner of Borrower or Guarantor a Restricted Party is a corporation, any merger, consolidation or the voluntary Sale or involuntary sale, conveyance or transfer Pledge of such corporation's ’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 or a series of transactions by which an aggregate of ten percent (10%) or more of such corporation's stock shall be vested in a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] apply to any Guarantor whose stock, shares or partnership interests are traded on a nationally recognized stock exchange)transactions; (iv) 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 fifty percent (50%) or more of the ownership interest in such limited liability company or fifty percent (50%) or more of the limited partnership interests in such limited partnership shall be vested in parties not having an ownership interest as of the date of this Security Instrument; and (v) if Borrower, any Guarantor or any general partner of Borrower or any Guarantor Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal removal, resignation or resignation addition of a general partner, managing partner or joint venturer the Sale or the transfer of all or any portion Pledge of the partnership interest of any general partner, managing or limited partner or joint venturerany profits or proceeds relating to such partnership interests or the creation or issuance of new 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 any member or any profits or proceeds relating to such membership interest; and (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. (c) Borrower hereby represents and warrants that, as of the date hereof, Sponsor indirectly Controls each Borrower Party, Other Mezzanine Borrower and Other Mezzanine SPE Component Entity.

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 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 transferredTransferred. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's Transfer of the Property without Lender's consent. (b) As used in Section 8.2(a), "Transfer" shall mean any voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, assignment or transfer of all or any part of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply or any interest therein including, but not limited to: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (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 thereunder; (iii) 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; (iiiiv) if Borrower, Guarantor, or any managing member or general partner of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer Transfer of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation Borrower, Guarantor, managing member or general partner by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of ten forty-nine percent (1049%) or more of such corporation's stock shall directly or indirectly be vested in or pledged to a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iiiiv] apply to any Guarantor whose stock, stock or shares or partnership interests are traded on a nationally recognized stock exchange); (ivv) if Borrower, Guarantor, or any managing member or general partner of Borrower or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer Transfer by which an aggregate of fifty forty-nine percent (5049%) or more of the ownership interest in such limited liability company or fifty percent (50%) or more of the limited general partnership interests in such limited partnership shall directly or indirectly be vested in or pledged to parties not having an ownership interest as of the date of this Security Instrument; and (vvi) if Borrower, any Guarantor or any managing member or general partner of Borrower or any Guarantor is a partnership, limited or general partnership liability company or joint venture, the change, removal or resignation of a general partner, managing partner member or joint venturer or the transfer Transfer directly or indirectly of all or any portion of the partnership or ownership interest of any general partner, managing partner member or joint venturer; and (vii) except as expressly permitted by Section 8.3, any Transfer by an Original Principal, directly or indirectly, of its ownership interest in the Borrower.

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 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 transferredTransferred. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's ’s Transfer of the Property without Lender’s consent. (b) As used in Section 8.2(a), “Transfer” shall mean any voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, assignment or transfer of all or any part of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply or any interest therein including, but not limited to: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (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 thereunder; (iii) a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases (including, without limitation, the Master Lease) or any Rents; (iiiiv) if Borrower, Guarantor, or any member, manager or general partner of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer Transfer of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation Borrower, Guarantor, member, manager or general partner by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of ten forty-nine percent (1049%) or more of such corporation's stock shall directly or indirectly be vested in or pledged to a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] “iv” apply to any Guarantor whose stock, stock or shares or partnership interests are traded on a nationally recognized stock exchange); (ivv) if Borrower, Guarantor, or any member, manager or general partner of Borrower or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer Transfer by which an aggregate of fifty forty-nine percent (5049%) or more of the ownership interest in such limited liability company or fifty forty-nine percent (5049%) or more of the limited partnership interests in such limited partnership shall directly or indirectly be vested in or pledged to parties not having an ownership interest as of the date of this Security Instrument; and (vvi) if Borrower, any Guarantor or any member, manager or general partner of Borrower or any Guarantor is a partnership, limited or general partnership liability company or joint venture, the change, removal or resignation of a general partner, managing partner member, manager or joint venturer or the transfer Transfer directly or indirectly of all or any portion of the partnership or ownership interest of any general partner, managing partner member, manager or joint venturer; and (vii) except as expressly permitted by Section 8.3, any Transfer by an Original Principal, directly or indirectly, of its ownership interest in the Borrower.

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. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property without Lender's consent.. XXXXXX GUARANTY TRUST COMPANY (b) Subsection 8.2 (a8.2(a) shall apply to: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (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; (iii) if Borrower, Guarantor, or any general partner of Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer 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 or a series of transactions by which an aggregate of ten often percent (10%) or more of such corporation's stock shall be vested in a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] apply to any Guarantor whose stock, shares or partnership interests are traded on a nationally recognized stock exchange); (iv) 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 fifty percent (50%) or more of the ownership interest in such limited liability company or fifty percent (50%) or more of the limited partnership interests in such limited partnership shall be vested in parties not having an ownership interest as of the date of this Security Instrument; and (v) if Borrower, any Guarantor or any general partner of Borrower or any Guarantor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner, managing partner or joint venturer or the transfer of all or any portion of the partnership interest of any general partner, managing partner or joint venturer.

No Sale/Encumbrance. (a) 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 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 transferredTransferred. Lender Beneficiary shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's Grantor’s Transfer of the Property without Beneficiary’s consent. (b) As used in Section 8.2(a), “Transfer” shall mean any voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, assignment or transfer of all or any part of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply or any interest therein including, but not limited to: (i) an installment sales agreement wherein Grantor or Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Grantor or Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or thereunder; (iii) a sale, assignment or other transfer of, or the grant of a security interest in, Grantor’s and Borrower's ’s right, title and interest in and to any Leases or any Rents; (iiiiv) if Grantor, Borrower, Guarantor, or any managing member or general partner of Grantor, Borrower or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer Transfer of such corporation's ’s stock (or the stock of any corporation directly or indirectly controlling such corporation Grantor, Borrower, Guarantor, managing member or general partner by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of ten forty-nine percent (1049%) or more of such corporation's ’s stock shall directly or indirectly be vested in or pledged to a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] (iv) apply to any Guarantor whose stock, stock or shares or partnership interests are traded on a nationally recognized stock exchange); (ivv) if Grantor, Borrower, Guarantor, or any managing member or general partner of Grantor, Borrower or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer Transfer by which an aggregate of fifty forty-nine percent (5049%) or more of the ownership interest in such limited liability company or fifty forty-nine percent (5049%) or more of the limited partnership interests in such limited partnership shall directly or indirectly be vested in or pledged to parties not having an ownership interest as of the date of this Security Instrument; and (vvi) if Grantor, Borrower, any Guarantor or any managing member or general partner of Grantor, Borrower or any Guarantor is a partnership, limited or general partnership liability company or joint venture, the change, removal or resignation of a general partner, managing partner member or joint venturer or the transfer Transfer directly or indirectly of all or any portion of the partnership or ownership interest of any general partner, managing partner member or joint venturer, provided in no event shall this subpart (vi) apply to the sale, transfer or issuance of operating partnership units of Columbia Equity, LP; and (vii) except as expressly permitted by Section 8.3, any Transfer by an Original Principal, directly or indirectly, of its ownership interest in the Borrower or the Grantor.

No Sale/Encumbrance. (a) Borrower agrees that Borrower shall not, without the prior written consent of Lender, sellcause or permit a Sale or Pledge of the Collateral, convey, mortgage, grant, bargain, encumber, pledge, assign, the Other Senior Mezzanine Collateral or otherwise transfer the Property or any part thereof or any legal or beneficial interest therein, nor cause or permit a Sale or Pledge of an interest in any Restricted Party (in each case, a “Prohibited Transfer”). A Prohibited Transfer shall not include (i) a Sale or Pledge pursuant to Section 2.5; (ii) a Permitted Transfer, (iii) a Sale or Pledge pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 5.13; (iv) Permitted Encumbrances with respect to the Property; (v) a Permitted CIGNA Mortgage Loan Refinancing; (vi) a Condemnation with respect to any Individual Property; (vii) a Sale or Pledge of any direct or indirect interests in Ashford Sponsor; (viii) a Sale or Pledge of any direct or indirect interests in Pru Sponsor so long as, after giving effect thereto, PIM, Pru Financial or an Affiliate of PIM or Pru Financial shall continue to Control Pru Sponsor; and (ix) a Sale or Pledge of any direct or indirect interests in Remington. (b) A Prohibited Transfer shall include (i) (x) an installment sales agreement wherein any Mortgage Loan Borrower or Maryland Owner agrees to sell any Individual Property or any part thereof for a price to be soldpaid in installments, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred. Lender shall not be required (y) an installment sales agreement wherein any Other Senior Mezzanine Borrower agrees to demonstrate any actual impairment of its security sell the Other Senior Mezzanine Collateral or any increased risk of default hereunder part thereof for a price to be paid in order to declare the Debt immediately due and payable upon Borrower's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, installments or transfer of the Property without Lender's consent. (b) Subsection 8.2 (a) shall apply to: (iz) an installment sales agreement wherein Borrower agrees to sell the Property Collateral or any part thereof for a price to be paid in installments; (ii) an agreement by any Mortgage Loan Borrower or Maryland Owner leasing all or a substantial part of the any Individual 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, any Mortgage Loan Borrower's ’s or Maryland Owner’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower, Guarantor, or any general partner of Borrower or Guarantor a Restricted Party is a corporation, any merger, consolidation or the voluntary Sale or involuntary sale, conveyance or transfer Pledge of such corporation's ’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 or a series of transactions by which an aggregate of ten percent (10%) or more of such corporation's stock shall be vested in a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] apply to any Guarantor whose stock, shares or partnership interests are traded on a nationally recognized stock exchange)transactions; (iv) 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 fifty percent (50%) or more of the ownership interest in such limited liability company or fifty percent (50%) or more of the limited partnership interests in such limited partnership shall be vested in parties not having an ownership interest as of the date of this Security Instrument; and (v) if Borrower, any Guarantor or any general partner of Borrower or any Guarantor Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal removal, resignation or resignation addition of a general partner, managing partner or joint venturer the Sale or the transfer of all or any portion Pledge of the partnership interest of any general partner, managing or limited partner or joint venturerany profits or proceeds relating to such partnership interests or the creation or issuance of new 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 any member or any profits or proceeds relating to such membership interest; and (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. (c) Borrower hereby represents and warrants that, as of the date hereof, Sponsor indirectly Controls each Borrower Party, Other Mezzanine Borrower and Other Mezzanine SPE Component Entity.