Common use of Prohibitions on Transfers, Liens and Encumbrances Clause in Contracts

Prohibitions on Transfers, Liens and Encumbrances. (a) Grantor acknowledges that in making the Loan, Lender is relying to a material extent on the business expertise and net worth of Grantor and its general partners, members or principals and on the continuing interest that it has, directly or indirectly, in the Property. Accordingly, except as specifically set forth in this Deed of Trust, Grantor (i) will not, and will not permit its partners or members to, effect a Transfer without Lender’s prior approval, which may be withheld in Lender’s sole discretion and (ii) will keep the Property free from all liens and encumbrances other than the lien of this Deed of Trust and the Permitted Exceptions. A “TRANSFER” is defined as any sale, grant, lease (other than bona fide third-party space leases with tenants), conveyance, assignment or other transfer of, or any encumbrance or pledge against, the Property, any interest in the Property, any interest of Grantor’s partners, members or principals in the Property, or any change in Grantor’s composition, in each instance whether voluntary or involuntary, direct or indirect, by operation of law or otherwise and including the grant of an option or the execution of an agreement relating to any of the foregoing matters. (b) Grantor represents, warrants and covenants that: (i) Each entity constituting Grantor is a Maryland limited liability company whose managing member is the Borrower, a Delaware limited partnership owning 100% of the of the interests in Grantor. (ii) If Grantor’s member is in turn a partnership, corporation or limited liability company, the general partner, principal or member thereof and the percentage of partnership interest, stock or membership interest held by each (and so on at each level) are as follows: the sole general partner of the Borrower is COPT (defined below); the percentage of interest in the Borrower currently held by COPT varies because its shares are traded due to its “upreit” structure.

Prohibitions on Transfers, Liens and Encumbrances. (a) Grantor Borrower acknowledges that in making the Loan, Lender is relying to a material extent on the business expertise and net worth of Grantor Borrower and its Borrower’s general partners, members or principals and on the continuing interest that it each of them has, directly or indirectly, in the Property. Accordingly, except as specifically set forth in this Deed of Trust, Grantor Borrower (i) will not, and will not permit its partners partners, members or members principals to, effect a Transfer without Lender’s prior approval, which may be withheld in Lender’s sole discretion and (ii) will keep the Property free from all liens and encumbrances other than the lien of this Deed of Trust and the Permitted Exceptions. A “TRANSFERTransfer” is defined as any (i) the sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, transfer or other whole or partial conveyance of all or any portion of the Property or any direct or indirect interest therein to a third party, including granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of the Property or the subjecting of any portion of the Property to restrictions on transfer; except that the conveyance of a space lease at the Property in accordance with the Loan Documents shall not constitute a Transfer, and (other than bona fide third-party space leases ii) with tenants)respect to the Borrower, the sale, conveyance, assignment mortgage, grant, bargain, encumbrance, pledge, assignment, transfer or other transfer of, whole or partial conveyance of any encumbrance direct or pledge against, the Property, any indirect interest in Borrower (or its managing member or general partner, as applicable). Without limitation of the Propertyforegoing, any interest except as specifically set forth in this Deed of Grantor’s partnersTrust, members or principals in the Property, or any change in Grantor’s composition, in each instance whether voluntary or involuntary, Borrower acknowledges and agrees that prohibited Transfers include (A) direct or indirect, indirect changes (by operation of law or otherwise and including mergers) in the grant identity, composition or control of an option Borrower or Borrower’s constituent entities at any level and (B) pledges of stock or of partnership or membership interests, as the execution of an agreement relating to case may be, in Borrower or any of the foregoing matters. (b) Grantor represents, warrants and covenants that: (i) Each entity constituting Grantor is a Maryland limited liability company whose managing member is the Borrower, a Delaware limited partnership owning 100% ’s constituent entities at any level. TIAA Authorization ID # AAA-7376; TIAA Inv. ID # 0006950 University Park Village Deed of the of the interests in Grantor. (ii) If Grantor’s member is in turn a partnership, corporation or limited liability company, the general partner, principal or member thereof and the percentage of partnership interest, stock or membership interest held by each (and so on at each level) are as follows: the sole general partner of the Borrower is COPT (defined below); the percentage of interest in the Borrower currently held by COPT varies because its shares are traded due to its “upreit” structure.Trust 15398858v.6 / 73828-000098

Prohibitions on Transfers, Liens and Encumbrances. (a) Grantor Borrower acknowledges that in making the Loan, Lender Xxxxxx is relying to a material extent on the business expertise and net worth of Grantor Borrower and its Xxxxxxxx’s venturers, general partners, members or principals and on the continuing interest that it each of them has, directly or indirectly, in the Property. Accordingly, except as specifically set forth in this Deed of Trust, Grantor Borrower (i) will not, and will not permit its partners venturers, partners, members or members principals to, effect a Transfer without Lender’s prior approval, which may be withheld in LenderXxxxxx’s sole discretion and (ii) will keep the Property free from all liens and encumbrances other than the lien of this Deed of Trust and the Permitted Exceptions. A “TRANSFER” "Transfer" is defined as (i) any sale, grant, lease (other than bona fide third-party space leases with tenants), conveyance, assignment or other transfer of, or any encumbrance or pledge against, the Property, any interest in the Property, any interest of GrantorXxxxxxxx’s venturers, partners, members or principals in the Property, or (ii) any change in GrantorBorrower’s composition, or (iii) any direct or indirect change in the identity, composition or control of any of Borrower’s constituent entities at any level, or (iv) any pledge of stock or of partnership or membership interests, as the case may be, in Borrower or any of Borrower’s constituent entities at any level, in each instance whether voluntary or involuntary, direct or indirect, by operation of law Law or otherwise and including the grant of an option or the execution of an agreement relating to any of the foregoing matters. (b) Grantor represents. Notwithstanding any provision to the contrary any of the following shall not constitute a "Transfer": any transfer, warrants and covenants that: (i) Each entity constituting Grantor is a Maryland limited liability company whose managing member is the Borrowerredemption, a Delaware sale, pledge, assignment or other disposition by any holder of securities in Xxxxxxx Properties, Inc. or any holder of limited partnership owning 100% of the of the interests in Grantor. (ii) If Grantor’s member is Xxxxxxx Properties, L.P., including in turn connection with the admission of a partnershiplimited partner to Xxxxxxx Properties, corporation or limited liability companyL.P., the general partnercreation of new classes of stock in Xxxxxxx Properties, principal Inc. and corresponding units of limited partnership interests in Xxxxxxx Properties, L.P., or member thereof and the percentage redemption by limited partners of limited partnership interestinterests in Xxxxxxx Properties, L.P. for stock or membership interest held by each (and so on at each level) are as follows: the sole general partner of the Borrower is COPT (defined below); the percentage of interest in the Borrower currently held by COPT varies because its shares are traded due to its “upreit” structure.Xxxxxxx Properties, Inc.

Prohibitions on Transfers, Liens and Encumbrances. (a) Grantor Borrower acknowledges that in making the Loan, Lender is relying to a material extent on the business expertise and net worth of Grantor Borrower and its Borrower’s general partners, members or principals and on the continuing interest that it each of them has, directly or indirectly, in the Property. Accordingly, except as specifically set forth in this Deed of TrustMortgage, Grantor Borrower (i) will not, and will not permit its partners partners, members or members principals to, effect a Transfer without Lender’s prior approval, which may be withheld in Lender’s sole discretion and (ii) will keep the Property free from all liens and encumbrances other than the lien of this Deed of Trust Mortgage and the Permitted Exceptions. A “TRANSFERTransfer” is defined as any (i) the sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, transfer or other whole or partial conveyance of all or any portion of the Property or any direct or indirect interest therein to a third party, including granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of the Property or the subjecting of any portion of the Property to restrictions on transfer; except that the conveyance of a space lease at the Property in accordance with the Loan Documents shall not constitute a Transfer, and (other than bona fide third-party space leases ii) with tenants)respect to the Borrower, the sale, conveyance, assignment mortgage, grant, bargain, encumbrance, pledge, assignment, transfer or other transfer of, whole or partial conveyance of any encumbrance direct or pledge against, the Property, any indirect interest in Borrower (or its managing member or general partner, as applicable). Without limitation of the Propertyforegoing, any interest of Grantor’s partnersexcept as specifically set forth in this Mortgage, members or principals in the Property, or any change in Grantor’s composition, in each instance whether voluntary or involuntary, Borrower acknowledges and agrees that prohibited Transfers include (A) direct or indirect, indirect changes (by operation of law or otherwise and including mergers) in the grant identity, composition or control of an option Borrower or Borrower’s constituent entities at any level and (B) pledges of TIAA Authorization ID # AAA-7346; TIAA Inv. ID # 000553801 Polaris Fashion Place Mortgage 15239260v.7 stock or of partnership or membership interests, as the execution of an agreement relating to case may be, in Borrower or any of the foregoing mattersBorrower’s constituent entities at any level. (b) Grantor represents, warrants and covenants that: (i) Each entity constituting Grantor is a Maryland limited liability company whose managing member is the Borrower, a Delaware limited partnership owning 100% of the of the interests in Grantor. (ii) If Grantor’s member is in turn a partnership, corporation or limited liability company, the general partner, principal or member thereof and the percentage of partnership interest, stock or membership interest held by each (and so on at each level) are as follows: the sole general partner of the Borrower is COPT (defined below); the percentage of interest in the Borrower currently held by COPT varies because its shares are traded due to its “upreit” structure.