Common use of Prohibition on Transfers, Liens or Further Encumbrances Clause in Contracts

Prohibition on Transfers, Liens or Further Encumbrances. Except with the prior written consent of Mortgagee, neither Mortgagor, nor any other Person, may transfer, convey, assign, sell, alienate, mortgage, encumber, pledge, hypothecate, grant a security interest in, or otherwise dispose of (in each instance whether voluntarily or involuntarily, by operation of law or otherwise, directly or indirectly, and, in each case, also prohibiting the granting of an option or the execution of an agreement relating to any of the foregoing): (1) all or any part of the Secured Property and/or the Rents, or any interest therein; or (2) any legal or beneficial ownership interest in Mortgagor or in any of Mortgagor’s constituent entities, whether direct or indirect, and on all levels, whether made directly or through an intermediary, and whether made in one transaction or effected in more than one transaction. Without limiting the generality of the foregoing, for purposes of this Section 1.11, a transfer or disposition of the Secured Property (or the Rents, as applicable) or any part thereof or interest therein shall include (a) the change of Mortgagor’s type of organization, jurisdiction of organization or other legal structure, (b) the transfer of the Secured Property or any part thereof or interest therein to a cooperative corporation or association, (c) the conversion of all or any part of the Secured Property or interest therein to a condominium form of ownership, (d) any lease for space in any Improvements for purposes other than occupancy by the tenant, (e) any lease for space in the Improvements containing an option to purchase, (f) any conditional sale or any title retention agreement with regard to, all or any part of the Secured Property or the Rents and (g) unless Mortgagor has provided Mortgagee with at least thirty (30) days prior written notice thereof, any change of Mortgagor’s name, place of business or, if Mortgagor has more than one place of business, any change of its chief executive office, or any change of Mortgagor’s mailing address or organizational identification number if it has one. Any action or event described in this Section 1.11B is herein called a “Transfer” and all Transfers are prohibited without the prior written consent of Mortgagee.

Prohibition on Transfers, Liens or Further Encumbrances. Except with the prior written consent of Mortgagee, neither Mortgagor, nor any other PersonPerson owning a direct or indirect interest in Mortgagor, may transfer, convey, assign, sell, alienate, mortgage, encumber, pledge, hypothecate, grant a security interest in, or otherwise dispose of (in each instance whether voluntarily or involuntarily, by operation of law or otherwise, directly or indirectly, and, in each case, also prohibiting the granting of an option or the execution of an agreement relating to any of the foregoing): (1) all or any part of the Secured Property and/or the Rents, or any interest therein; or (2) any legal or beneficial ownership interest in Mortgagor or in any of Mortgagor’s constituent entities, whether direct or indirect, and on all levels, whether MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT 096780 000064 DALLAS 2814275.4 Loan No. 374-0366 made directly or through an intermediary, and whether made in one transaction or effected in more than one transaction. Without limiting the generality of the foregoing, for purposes of this Section 1.11, a transfer or disposition of the Secured Property (or the Rents, as applicable) or any part thereof or interest therein shall include (a) the change of Mortgagor’s type of organization, jurisdiction of organization or other legal structure, (b) the transfer of the Secured Property or any part thereof or interest therein to a cooperative corporation or association, (c) the conversion of all or any part of the Secured Property or interest therein to a condominium form of ownership, (d) any lease for space in any Improvements for purposes other than occupancy by the tenant, (e) any lease for space in the Improvements containing an option to purchase, (fe) any conditional sale or any title retention agreement with regard to, all or any part of the Secured Property or the Rents and (gf) unless Mortgagor has provided Mortgagee with at least thirty (30) days prior written notice thereof, any change of Mortgagor’s name, place of business or, if Mortgagor has more than one place of business, any change of its chief executive office, or any change of Mortgagor’s mailing address or organizational identification number if it has one. Any such action or event described in this Section 1.11B is herein called a “Transfer” and all Transfers are prohibited without the prior written consent of Mortgagee.

Prohibition on Transfers, Liens or Further Encumbrances. Except with the prior written consent of MortgageeMortgagee or as otherwise expressly permitted pursuant to the Loan Instruments, neither Mortgagor, nor any other PersonPerson owning a direct or indirect interest in Mortgagor, may transfer, convey, assign, sell, alienate, mortgage, encumber, pledge, hypothecate, grant a security interest in, or otherwise dispose of (in each instance whether voluntarily or involuntarily, by operation of law or otherwise, directly or indirectly, and, in each case, also prohibiting the granting of an option or the execution of an agreement relating to any of the foregoing): (1) all or any part of the Secured Property and/or the Rents, or any interest therein; or; (2) any legal or beneficial ownership interest in Mortgagor or in any of Mortgagor’s constituent entitiesbeneficial owners, whether direct or indirect, and on all levels, whether made directly or through an intermediary, and whether made in one transaction or effected in more than one transaction; or (3) the leasing, management or operation by Mortgagor of the Secured Property. Without limiting the generality of the foregoing, for purposes of this Section 1.11, a transfer or disposition of the Secured Property (or the Rents, as applicable) or any part thereof or interest therein shall include include: (a) the change of Mortgagor’s type of organization, jurisdiction of organization or other legal structurestructure (such as the conversion of a limited liability company to a limited partnership), (b) the transfer of the Secured Property or any part thereof or interest therein to a cooperative corporation or association, (c) the conversion of all or any part of the Secured Property or interest therein to a condominium form of ownership, (d) any lease for space in any the Improvements for purposes other than use and occupancy by the tenant, (e) any lease for space in the Improvements containing an option to purchase, (f) any conditional sale or any title retention agreement with regard to, all or any part of the Secured Property or the Rents and (g) unless Mortgagor has provided Mortgagee with at least thirty (30) days prior written notice thereof, any change of Mortgagor’s name, place of business or, if Mortgagor has more than one place of business, any change of its chief executive office, or any change of Mortgagor’s mailing address or organizational identification number if it has one. Any action or event described in this Section 1.11B is herein called a “Transfer” and all Transfers are prohibited without the prior written consent of Mortgagee. The foregoing restrictions on Transfers shall not apply to the pledges of ownership interests in Mortgagor securing the Loan.

Prohibition on Transfers, Liens or Further Encumbrances. Except with the prior written consent of MortgageeLender, neither MortgagorBorrower, Property Owner, nor any other Person, may transfer, convey, assign, sell, alienate, mortgage, encumber, pledge, hypothecate, grant a security interest in, or otherwise dispose of (in each instance whether voluntarily or involuntarily, by operation of law or otherwise, directly or indirectly, and, in each case, also prohibiting the granting of an option or the execution of an agreement relating to any of the foregoing): (1i) all or any part of the Secured Property and/or the Rents, or any interest therein; or (2ii) any legal or beneficial ownership interest in Mortgagor Borrower, Property Owner or in any of Mortgagor’s their respective constituent entities, whether direct or indirect, and on all levels, whether made directly or through an intermediary, and whether made in one transaction or effected in more than one transaction. Without limiting the generality of the foregoing, for purposes of this Section 1.114.27, a transfer or disposition of the Secured Property (or the Rents, as applicable) or any part thereof or interest therein shall include (a) the change of MortgagorBorrower’s or Property Owner’s type of organization, jurisdiction of organization or other legal structure, (b) the transfer of the Secured Property or any part thereof or interest therein to a cooperative corporation or association, (c) the conversion of all or any part of the Secured Property or interest therein to a condominium form of ownership, (d) any lease for space in any Improvements for purposes other than occupancy by the tenant, (e) any lease for space in the Improvements containing an option to purchase, (f) any conditional sale or any title retention agreement with regard to, all or any part of the Secured Property or the Rents and (g) unless Mortgagor Borrower has provided Mortgagee Lender with at least thirty (30) days prior written notice thereof, any change of MortgagorBorrower’s name, place of business or, if Mortgagor Borrower has more than one place of business, any change of its chief executive office, or any change of MortgagorBorrower’s mailing address or organizational identification number if it has one. Any action or event described in this Section 1.11B 4.27 is herein called a “Transfer” and all Transfers are prohibited without the prior written consent of MortgageeLender.