Common use of Prohibition Against Conveyances, Encumbrances and Borrowing Clause in Contracts

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative Agent, and except as expressly permitted in Sections 10.2, (i) none of Borrower, Mortgage Pledgor, Mortgage Borrower or any other Person shall sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion of any legal or beneficial interest in: (A) all or any portion of the Mortgaged Property including the Leases; (B) all or any portion of the Collateral; or (C) all or any ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or in any Upstream Owner, except that a Conveyance of ​ ​ any publicly traded shares in (or issuance of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and (ii) Borrower shall not, and shall not cause or permit Mortgage Borrower or Mortgage Pledgor to, Divide. (b) In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the Collateral, or any beneficial interest in the Mortgaged Property or the Collateral, and any mezzanine or any other financing, whether unsecured or secured by any ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor or in any Upstream Owner, shall not be permitted, except with the prior written consent of Administrative Agent in each case. Without limiting Administrative Agent’s right to withhold its consent to any Conveyance, any Conveyance must not be to a tenancy in common or an OFAC Prohibited Person. All requests for Administrative Agent’s consent under this Section 10.1 shall be on a form previously approved by Administrative Agent and shall be accompanied by the payment of Administrative Agent’s standard processing fee for such transactions then in effect. Administrative Agent’s consent to any of the foregoing actions, if given, may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance fee and/or any other requirements of Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the Collateral. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.1, Borrower shall pay or reimburse Administrative Agent within five (5) days after demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor or any other Upstream Owner that is required to comply with the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same becomes payable (subject to the right to contest same in good faith), provided that such debt is not evidenced by a note and is paid when due.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative AgentLender, and except as expressly permitted in Sections 10.28.2, (i) none of 8.3, 8.4 and 8.5, neither Borrower, Mortgage Pledgor, Mortgage Borrower or Master Tenant nor any other Person Upstream Owner shall sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion of any legal or beneficial interest in: (Ai) all or any portion of the Mortgaged Property including the Leases; (B) all or any portion of the Collateral; or (Cii) all or any ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or in any Upstream Owner, except that a Conveyance Conveyances of ​ ​ any publicly traded shares in (or issuance of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and (ii) Lender. In addition, Borrower shall notnot incur or accept a PACE Loan, and shall not cause permit or permit Mortgage Borrower suffer the existence of any XXXX Xxxx on all or Mortgage Pledgor toany portion of the Mortgaged Property, Divide.in either case without Lender’s prior written consent thereto (b) In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the CollateralProperty, or any beneficial interest in the Mortgaged Property or the CollateralProperty, and any mezzanine or any other financing, whether unsecured or secured by any ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor Borrower or in any Upstream Owner, shall not be permitted, except with the prior written consent of Administrative Agent Lender in each case. Without limiting Administrative Agent’s right to withhold its consent to any Conveyance, any Conveyance must not be to a tenancy in common or an OFAC Prohibited Person. All requests for Administrative Agent’s consent under this Section 10.1 shall be on a form previously approved by Administrative Agent and shall be accompanied by the payment of Administrative Agent’s standard processing fee for such transactions then in effect. Administrative Agent’s consent to any of the foregoing actions, if given, may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance fee and/or any other requirements of Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the Collateral. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.1, Borrower shall pay or reimburse Administrative Agent within five (5) days after demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor or any other Upstream Owner that is required to comply with the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same becomes payable (subject to the right to contest same in good faith), provided that such debt is not evidenced by a note and is paid when due.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative AgentLender, and except as expressly permitted in Sections 10.2, (i) none of Borrower, Mortgage Pledgor, Mortgage neither Borrower or nor any other Person shall sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion of any legal or beneficial interest in: (Aa) all or any portion of the Mortgaged Property including the Leases; (B) all or any portion of the Collateral; or (Cb) all or any ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or in any Upstream Owner, except that a Conveyance of ​ ​ any publicly traded shares in (or issuance of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and (ii) Borrower shall not, and shall not cause or permit Mortgage Borrower or Mortgage Pledgor to, DivideLender. (b) In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the CollateralProperty, or any beneficial interest in the Mortgaged Property or the CollateralProperty, and any mezzanine or any other financing, whether unsecured or secured by any ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor Borrower or in any Upstream Owner, shall not be permitted, except with the prior written consent of Administrative Agent Lender in each case. Without limiting Administrative AgentLender’s right to withhold its consent to any Conveyance, any Conveyance must not be to a tenancy in common or an OFAC Prohibited Person. All requests for Administrative AgentLender’s consent under this Section 10.1 shall be on a form previously approved by Administrative Agent Lender and shall be accompanied by the payment of Administrative AgentLender’s standard processing fee for such transactions then in effect. Administrative AgentLender’s consent to any of the foregoing actions, if given, may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance fee and/or any other requirements of Administrative AgentLender. Notwithstanding the foregoing, Administrative Agent Lender shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent Lender require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the CollateralProperty. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.1, Borrower shall pay or reimburse Administrative Agent Lender within five (5) days after demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor Borrower or any other Upstream Owner that is required to comply with the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral Borrower and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same becomes payable (subject to the right to contest same in good faith), provided that such debt is not evidenced by a note and is paid when due.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Lender's sole and absolute discretion, and except as expressly permitted in Sections 10.28.2, (i) none of Borrower8.3, Mortgage Pledgor8.4 and 8.5 below, Mortgage neither Borrower or nor any other Person shall sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (each a "Transfer") (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion of any legal or beneficial interest in: (Aa) all or any portion of the Mortgaged Property including the Leases; or (Bb) all or any portion of the Collateral; direct or (C) all or any indirect ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or in any Upstream Owner, except that a Conveyance of ​ ​ any publicly traded shares in (or issuance of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and (ii) Borrower shall not, and shall not cause or permit Mortgage Borrower or Mortgage Pledgor to, Divide. (b) . In furtherance of the foregoing, but without in any way limiting the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the CollateralProperty, or any beneficial interest in the Mortgaged Property or the CollateralProperty, and any mezzanine or any other financing, whether unsecured or secured by any ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor or in any Upstream Owner, shall not be permitted, permitted except with the prior written consent of Administrative Agent Lender in each casecase or except as otherwise expressly permitted under this Agreement with respect to mechanics liens, equipment leases and tax liens. Without limiting Administrative Agent’s Lender's right to withhold its consent to any Conveyancetransfer or encumbrance prohibited hereunder, any Conveyance transfer or encumbrance must not be to a tenancy in common or Person who is not, and is not an Affiliate of, an OFAC Prohibited Person. All requests for Administrative Agent’s Lender's consent under this Section 10.1 shall be on a form previously approved by Administrative Agent and 8.1 shall be accompanied by the payment of Administrative Agent’s Lender's standard processing fee for such transactions then in effect. Administrative Agent’s Lender's consent to any of the foregoing actions, if givengiven (in Lender's sole discretion), may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance transfer or encumbrance fee and/or any other requirements of Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the CollateralLender. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.18.1, Borrower shall pay or reimburse Administrative Agent within five (5) days after Lender on demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ ' fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent the individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor or any other Upstream Owner that is required to comply with the provisions of Section 8.12) Person who owns an indirect interest in Borrower from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral Borrower and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring incurring, subject to Borrower's Limited Purpose Entity requirements, reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property Property, provided they are paid in such amounts as are reasonable and customary under the circumstances that will be satisfied ordinary course of business within sixty (60) 120 days of the date same becomes payable (subject to the right to contest same in good faith), provided that such debt is their incurrence and are not evidenced by a note and is paid when duepromissory note.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Lender’s sole and absolute discretion, and except as expressly permitted in Sections 10.28.2 and 8.3 below, (ia) none of Borrower, Mortgage Pledgor, Mortgage Borrower or any other Person shall not sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options (other than lease extension options or expansion options to lease additional space under Acceptable Leases) with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively), a “Conveyance”) all or any portion of any legal or beneficial interest in: (A) in all or any portion of the Mortgaged Property including the Leases; provided, however, Leases entered into in accordance with Section 5.1 hereof shall not be prohibited hereby; and (Bb) no other Person shall sell, transfer, convey, assign or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any portion of the Collateral; any direct or (C) indirect legal or beneficial interest in all or any direct ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or pledge or encumber any direct ownership interest in any Upstream OwnerBorrower, except that a Conveyance for (i) the issuance, exchange, redemption or other transfer of ​ ​ any publicly traded shares common, preferred or other beneficial ownership interests in (Sponsor through the New York Stock Exchange, the NASDAQ national market, or issuance of any publicly traded equity of) any Upstream Owner (other national or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and international exchange; (ii) transfers of direct or indirect ownership interest in Borrower to Affiliates of Sponsor and/or to third parties, provided that at all times after any such transfer (w) Sponsor shall not, be the general partner of Xxxxxx XX and shall own directly or indirectly not cause less than fifty-one percent (51%) of the ownership interests in Xxxxxx XX, (x) Sponsor shall own directly or permit Mortgage indirectly not less than fifty-one percent (51%) of the ownership interests in Borrower, (y) Sponsor directly or indirectly shall Control Borrower and (z) the Mortgaged Property shall be managed by Xxxxxx XX or Mortgage Pledgor toby an Affiliate of Xxxxxx XX in accordance with Section 5.2 hereof; and (iii) transfers of common, Divide. (bpreferred or other beneficial ownership interests in Sponsor pursuant to subparagraph E(2)(b) of Article IV of the Charter or any similar ownership and transfer restriction provision in any current or future articles supplementary filed with respect to a series of preferred beneficial interest in Sponsor. In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the CollateralProperty, or any beneficial interest in the Mortgaged Property or the CollateralProperty, and any mezzanine other financing obtained by Borrower or any other financing, whether unsecured or Upstream Owner secured by any direct ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor or in any Upstream Owner, shall not be permitted, permitted except with the prior written consent of Administrative Agent Lender in each case. Without limiting Administrative AgentLender’s right to withhold its consent to any Conveyancetransfer or encumbrance, any Conveyance transfer or encumbrance must not be to or with a tenancy in common United States citizen or an entity owned or controlled by United States citizens which is not an OFAC Prohibited Person. All requests for Administrative AgentLender’s consent under this Section 10.1 8.1 shall be on a form previously approved by Administrative Agent acceptable to Lender in its reasonable discretion and shall be accompanied by the payment of Administrative AgentLender’s standard processing fee for such transactions then in effect. Administrative AgentLender’s consent to any of the foregoing actions, if givengiven (in Lender’s sole discretion), may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance transfer or encumbrance fee and/or any other requirements of Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the CollateralLender. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.18.1, Borrower shall pay or reimburse Administrative Agent within five (5) days after Lender on demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent the individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor or any other Upstream Owner that is required to comply with the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral (and not secured by any interest in) Borrower and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course which are not evidenced by a promissory note, not secured by any of its business of owning and operating the Mortgaged Property in such amounts as and are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same becomes payable (subject to the right to contest same in good faith), provided that such debt is not evidenced by a note and is paid when dueincurrence.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Lender’s sole and absolute discretion, and except as expressly permitted in Sections 10.28.2 and 8.3 below, (ia) none of Borrower, Mortgage Pledgor, Mortgage Borrower or any other Person shall not sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options (other than lease extension options or expansion options to lease additional space under Acceptable Leases) with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively), a “Conveyance”) all or any portion of any legal or beneficial interest in: (A) in all or any portion of the Mortgaged Property including the Leases; provided, however, Leases entered into in accordance with Section 5.1 hereof shall not be prohibited hereby; and (Bb) no other Person shall sell, transfer, convey, assign or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any portion of the Collateral; any direct or (C) indirect legal or beneficial interest in all or any direct ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or pledge or encumber any direct ownership interest in any Upstream OwnerBorrower, except that a Conveyance for (i) the issuance, exchange, redemption or other transfer of ​ ​ any publicly traded shares common, preferred or other beneficial ownership interests in (Sponsor through the New York Stock Exchange, the NASDAQ national market, or issuance of any publicly traded equity of) any Upstream Owner (other national or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and international exchange; (ii) transfers of direct or indirect ownership interest in Borrower to Affiliates of Sponsor and/or to third parties, provided that at all times after any such transfer (w) Sponsor shall not, be the general partner of Xxxxxx XX and shall own directly or indirectly not cause less than fifty-one percent (51%) of the ownership interests in Xxxxxx XX, (x) Sponsor shall own directly or permit Mortgage indirectly not less than fifty-one percent (51%) of the ownership interests in Borrower, (y) Sponsor directly or indirectly shall Control Borrower and (z) the Mortgaged Property shall be managed by Xxxxxx XX or Mortgage Pledgor toby an Affiliate of Xxxxxx XX in accordance with Section 5.2 hereof; and (iii) transfers of common, Divide. (bpreferred or other beneficial ownership interests in Sponsor pursuant to subparagraph E(2)(b) of Article IV of the Charter or any similar ownership and transfer restriction provision in any current or future articles supplementary filed with respect to a series of preferred beneficial interest in Sponsor.. In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the CollateralProperty, or any beneficial interest in the Mortgaged Property or the CollateralProperty, and any mezzanine other financing obtained by Borrower or any other financing, whether unsecured or Upstream Owner secured by any direct ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor or in any Upstream Owner, shall not be permitted, permitted except with the prior written consent of Administrative Agent Lender in each case. Without limiting Administrative AgentLender’s right to withhold its consent to any Conveyancetransfer or encumbrance, any Conveyance transfer or encumbrance must not be to or with a tenancy in common United States citizen or an entity owned or controlled by United States citizens which is not an OFAC Prohibited Person. All requests for Administrative AgentLender’s consent under this Section 10.1 8.1 shall be on a form previously approved by Administrative Agent acceptable to Lender in its reasonable discretion and shall be accompanied by the payment of Administrative AgentLender’s standard processing fee for such transactions then in effect. Administrative AgentLender’s consent to any of the foregoing actions, if givengiven (in Lender’s sole discretion), may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance transfer or encumbrance fee and/or any other requirements of Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the CollateralLender. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.18.1, Borrower shall pay or reimburse Administrative Agent within five (5) days after Lender on demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent the individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor or any other Upstream Owner that is required to comply with the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral (and not secured by any interest in) Borrower and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course which are not evidenced by a promissory note, not secured by any of its business of owning and operating the Mortgaged Property in such amounts as and are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same becomes payable (subject to the right to contest same in good faith), provided that such debt is not evidenced by a note and is paid when dueincurrence.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative Agent, and except as expressly permitted in Sections 10.2Section 10.2 below, (i) none of Borrower, Mortgage Additional Pledgor, Mortgage Borrower or any other Person shall sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion of any legal or beneficial interest in: (A) all or any portion of the Mortgaged Property including the Leases; (B) all or any portion of the Collateral; or (C) all or any ownership interest in Borrower, Mortgage Additional Pledgor, Mortgage Borrower or in any Upstream Owner, except that a Conveyance of ​ ​ any publicly traded shares in (or issuance of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and (ii) Borrower shall not, and shall not cause or permit Mortgage Borrower or Mortgage Additional Pledgor to, Divide. (b) In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the Collateral, or any beneficial interest in the Mortgaged Property or the Collateral, and any mezzanine or any other financing, whether unsecured or secured by any ownership interest in Borrower, Mortgage Borrower, Mortgage Additional Pledgor or in any Upstream Owner, shall not be permitted, except with the prior written consent of Administrative Agent in each case. Without limiting Administrative Agent’s right to withhold its consent to any Conveyance, any Conveyance must not be to a tenancy in common or an OFAC Prohibited Person. All requests for Administrative Agent’s consent under this Section 10.1 shall be on a form previously approved by Administrative Agent and shall be accompanied by the payment of Administrative Agent’s standard processing fee for such transactions then in effect. Administrative Agent’s consent to any of the foregoing actions, if given, may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance fee and/or any other requirements of Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the Collateral. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.1, Borrower shall pay or reimburse Administrative Agent within five (5) days after demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Additional Pledgor or any other Upstream Owner that is required to comply with the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Additional Pledgor, the Collateral and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same becomes payable (subject to the right to contest same in good faith), provided that such debt is not evidenced by a note and is paid when due.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative AgentLender, and except as expressly permitted in Sections 10.2Section 10.2 below, (i) none of Borrower, Mortgage Pledgor, Mortgage neither Borrower or nor any other Person shall sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion of any legal or beneficial interest in: (Aa) all or any portion of the Mortgaged Property including the Leases; (B) all or any portion of the Collateral; or (Cb) all or any ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or in any Upstream Owner, except that a Conveyance of ​ ​ any publicly traded shares in (or issuance of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and (ii) Borrower shall not, and shall not cause or permit Mortgage Borrower or Mortgage Pledgor to, DivideLender. (b) In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the CollateralProperty, or any beneficial interest in the Mortgaged Property or the CollateralProperty, and any mezzanine or any other financing, whether unsecured or secured by any ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor Borrower or in any Upstream Owner, shall not be permitted, except with the prior written consent of Administrative Agent Lender in each case. Without limiting Administrative AgentLender’s right to withhold its consent to any Conveyance, any Conveyance must not be to a tenancy in common or an OFAC Prohibited Person. All requests for Administrative AgentLender’s consent under this Section 10.1 shall be on a form previously approved by Administrative Agent Lender and shall be accompanied by the payment of Administrative AgentLender’s standard processing fee for such transactions then in effect. Administrative AgentLender’s consent to any of the foregoing actions, if given, may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance fee and/or any other requirements of Administrative AgentLender. Notwithstanding the foregoing, Administrative Agent Lender shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent Lender require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the CollateralProperty. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.1, Borrower shall pay or reimburse Administrative Agent Lender within five (5) days after demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor Borrower or any other Upstream Owner that is required to comply with the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral Borrower and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same becomes payable (subject to the right to contest same in good faith), provided that such debt is not evidenced by a note and is paid when due. Notwithstanding anything herein to the contrary, Lender hereby acknowledges and consents to (i) the execution, delivery and performance of the Mezzanine Loan Documents, including, without limitation, Mezzanine Lender making the Mezzanine Loan to Mezzanine Borrower pursuant to the terms and conditions of the Mezzanine Loan Agreement and Mezzanine Loan Documents, each in form and substance approved by Lender as of the Closing Date (Lender’s execution of this Agreement being deemed to constitute evidence of such approval); provided, however, that Borrower agrees and acknowledges that no prepayment of the Mezzanine Loan shall be permitted unless and until the Loan has been repaid in full, (ii) the pledge by Mezzanine Borrower of one hundred percent (100%) of its membership interests, as sole member, in and to Mezzanine Pledgor, and the pledge by Mezzanine Pledgor of one hundred percent (100%) of its membership interests, as sole member, in and to Borrower pursuant to the applicable Mezzanine Pledge Agreement (collectively and/or individually, as the context requires, the “Mezzanine Pledged Collateral”), (iii) the acquisition of the Mezzanine Pledged Collateral by any Person in connection with the exercise of Mezzanine Administrative Agent’s or Mezzanine Lender’s remedies under the Mezzanine Loan Documents, and (iv) the pledge and security interests granted pursuant to that certain Pledge and Security Agreement, dated as of December 19, 2019, by and among Indemnitor, as grantor, certain subsidiaries of Indemnitor (other than Borrower and/or Mezzanine Borrower) party thereto from time to time, as grantors, and Trimont Real Estate Advisors, LLC, as administrative agent. Borrower shall not alter, amend, or modify any of the Mezzanine Loan Documents without Lender’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default exists.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) A. Except with the prior written consent of Administrative Agent, Lender and except as expressly permitted otherwise provided in Sections 10.22.17(C) and 2.17(D) hereof, (i) none of Borrower, Mortgage Pledgor, Mortgage neither Borrower or nor any other Person shall sell, transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion of any legal or beneficial interest in: (Aa) all or any portion of the Mortgaged Property including the Leases; (B) all or any portion of the Collateral; or (Cb) all or any ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or in any Upstream Owner, except that a Conveyance of ​ ​ any publicly traded shares in (or issuance of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and (ii) Borrower shall not, and shall not cause or permit Mortgage Borrower or Mortgage Pledgor to, Divide. (b) . In furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the CollateralProperty, or any beneficial interest in the Mortgaged Property or the Collateral, and any mezzanine or any other financing, whether unsecured or secured by any ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor Borrower or in any Upstream Owner, shall not be permitted, permitted except with the prior written consent of Administrative Agent Lender and as provided in each caseSection 2.17(C) and 2.17(D) hereof. Without limiting Administrative AgentLender’s right to withhold its consent to any Conveyancetransfer or encumbrance not otherwise permitted below, any Conveyance transfer or encumbrance (even those permitted below) must not be to or with a tenancy in common United States citizen or an entity owned or controlled by United States citizens which is not an OFAC Prohibited Person. Additionally, without limiting the generality of the foregoing, until the Loan has been paid in full, Xxxx Credit shall remain a wholly-owned subsidiary of Xxxx Corporation. All requests for Administrative AgentLender’s consent under this Section 10.1 2.17 shall be on a form previously approved by Administrative Agent Lender and shall be accompanied by the payment of Administrative AgentLender’s standard processing fee for such transactions then in effect. Administrative AgentLender’s consent to any of the foregoing actions, if givengiven (in Lender’s sole discretion), may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreementthe Note, the payment of a Conveyance transfer fee and/or any other requirements of Administrative Agent. Notwithstanding the foregoing, Administrative Agent shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the CollateralLender. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.12.17, Borrower agrees to bear and shall pay or reimburse Administrative Agent within five (5) days after Lender on demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent individual the Principals or Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor or any other Upstream Owner that is required to comply with the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral Borrower and the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are normal and reasonable and customary under the circumstances that will be satisfied within sixty (60) 60 days of the date same becomes payable (subject to the right to contest same in good faith)incurrence, provided that such debt is not evidenced by a note and is paid when due.

Prohibition Against Conveyances, Encumbrances and Borrowing. (a) Except with the prior written consent of Administrative AgentLender, and except as expressly permitted in Sections 10.28.2 and 8.3, (i) none of Borrower, Mortgage Pledgor, Mortgage neither Borrower or nor any other Person shall (the events in (a) and (b), collectively, a "Conveyance") (a) sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, including, without limitation, any Division, and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion of any legal or beneficial interest in: (Ai) all or any portion of the Mortgaged Property including the Leases; (B) all or any portion of the Collateral; or (Cii) all or any ownership interest in Borrower, Mortgage Pledgor, Mortgage Borrower or in any Upstream Owner, except that a Conveyance Conveyances of ​ ​ any publicly traded shares in (or issuance of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner) shall be specifically permitted without the consent of Administrative Agent and (ii) Borrower shall not, and shall not cause Lender; or permit Mortgage Borrower or Mortgage Pledgor to, Divide. (b) take any action that would result in a change in Control of Borrower or Indemnitor. In furtherance of the foregoing, except for pledges in connection with a loan or line of credit in favor of the Trust that is secured by all or substantially all of the assets of the Trust (provided that enforcement of such pledge would not cause a violation of Section 8.2), subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property or the Collateral(including a XXXX Xxxx), or any beneficial interest in the Mortgaged Property or the CollateralProperty, and any mezzanine or any other financing, whether unsecured or secured by any ownership interest in Borrower, Mortgage Borrower, Mortgage Pledgor Borrower or in any Upstream Owner, shall not be permitted, except with the prior written consent of Administrative Agent Lender in each case. In addition, Borrower shall not incur or accept a PACE Loan, and shall not permit or suffer the existence of any XXXX Xxxx on all or any portion of the Mortgaged Property, in either case without Lender's prior written consent thereto. Without limiting Administrative Agent’s Lender's right to withhold its consent to any Conveyance, any Conveyance must not be to a tenancy in common or an OFAC Prohibited Person. All requests for Administrative Agent’s Lender's consent under this Section 10.1 8.1 shall be on a form previously approved by Administrative Agent Lender and shall be accompanied by the payment of Administrative Agent’s Lender's standard processing fee for such transactions then in effect. Administrative Agent’s Lender's consent to any of the foregoing actions, if given, may be conditioned upon a change in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance transfer or encumbrance fee and/or any other requirements of Administrative AgentLender. Notwithstanding the foregoing, Administrative Agent Lender shall not unreasonably withhold, delay or condition its consent to easements or access licenses (or amendments thereto), nor shall Administrative Agent Lender require a change in the terms of the Loan in connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property or the CollateralProperty. In addition to the standard processing fee and the transfer or encumbrance fee referred to in this Section 10.18.1, Borrower shall pay or reimburse Administrative Agent Lender within five (5) days after demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ ' fees, costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Administrative Agent and Lender in connection with the review, approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent Borrower from entering into Leases that are Acceptable Leases, are not intended to prevent Borrower from disposing of obsolete personal property or worn personal property that is replaced with new personal property of similar utility, or to prevent the individual Upstream Owners (other than any general partner or managing member of Borrower, Mortgage Borrower, Mortgage Pledgor Borrower or any other Upstream Owner that is required to comply with the provisions of Section 8.126.12) from obtaining personal loans unrelated to Borrower, Mortgage Borrower, Mortgage Pledgor, the Collateral and Borrower or the Mortgaged Property and are also not intended to prevent Mortgage Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such amounts as are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same becomes payable (subject to the right to contest same in good faith)when due and payable, provided that such debt is not evidenced by a note and is paid when duedue and payable, subject to reasonable and customary rights to contest such obligations, and provided there is sufficient projected Net Operating Income at such time to do so.