Common use of Transfer or Encumbrance of the Mortgaged Property Clause in Contracts

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor and its Controlling (defined below) principals in owning and operating properties similar to the Premises and Improvements in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should an Event of Default occur, Mortgagee can recover the Debt by a sale of the Mortgaged Property in accordance with and subject to the terms of this Mortgage and the other Loan Documents. Accordingly, except for Transfers (as defined below) occurring as a result of this Mortgage or permitted by the terms of this Mortgage below, Mortgagor covenants and agrees not to effect any Transfer or permit any Transfer to occur without in each instance the prior written consent of Mortgagee, which consent may be withheld in Mortgagee's sole discretion. Any Transfer not permitted by this Mortgage made without the prior written consent of Mortgagee shall constitute an Event of Default and Mortgagee shall have the option to exercise any and all remedies on account of the same, including accelerating the Maturity Date and declaring the entire outstanding Debt immediately due and payable, and Mortgagee 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. This Subparagraph shall apply to every Transfer whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor and its Controlling (defined below) principals in owning and operating properties similar to such as the Premises and Improvements Mortgaged Property in agreeing to make the LoanLoan secured hereby, and that Mortgagee will continue to rely on MortgagorXxxxxxxxx's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should an Event Mortgagor default in the repayment of Default occurthe Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property in accordance with and subject to the terms of this Mortgage and the other Loan DocumentsProperty. AccordinglyMortgagor shall not, except for Transfers (as defined below) occurring as a result of this Mortgage or permitted by the terms of this Mortgage below, Mortgagor covenants and agrees not to effect any Transfer or permit any Transfer to occur without in each instance the prior written consent of Mortgagee, which sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred; provided, however, Mortgagee may, in its sole discretion, give such written consent (but shall have no obligation to do so) to any such sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer, and any such consent may be withheld conditioned upon the satisfaction of such conditions precedent as Mortgagee may require (including, without limitation, the conditions precedent set forth in Mortgagee's sole discretionsubsection 12[d] below). Any Transfer not permitted by Notwithstanding any other provision of this Mortgage made without Section 12, Mortgagee will consent, subject to the prior written consent conditions of Mortgagee shall constitute an subsection 12(c) hereof and provided that no Event of Default has occurred and Mortgagee shall have the option is continuing, to exercise any and all remedies on account a sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer of the same, including accelerating Mortgaged Property by the Maturity Date and declaring the entire outstanding Debt immediately due and payable, and Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder original Mortgagor as set forth in order to declare the Debt immediately due and payable. This Subparagraph shall apply to every Transfer whether voluntary or not, or whether or not Mortgagee has consented to any previous Transferthis Mortgage.

Transfer or Encumbrance of the Mortgaged Property. Except as otherwise expressly permitted under the Loan Agreement, Borrower shall not permit or suffer to occur any sale, assignment, conveyance, transfer, mortgage, lease (aother than Leases made in accordance with the provisions of this Mortgage) Mortgagor acknowledges that Mortgagee has examined and relied or encumbrance of or any contract for any of the foregoing on the creditworthiness and experience of Mortgagor and its Controlling (defined below) principals in owning and operating properties similar an installment basis pertaining to the Premises and Improvements Mortgaged Property, any part thereof, any interest therein, or in agreeing any trust holding title to make the LoanMortgaged Property or any direct or indirect interest in a corporation, and that Mortgagee will continue to rely on Mortgagor's ownership limited liability company, partnership or other entity which owns all or part of the Mortgaged Property or any such beneficial interest, whether by operation of law (excluding, however, transfers which occur by reason of death) or otherwise (each hereinafter referred to as a means "Transfer or Encumbrance") without the prior written consent of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as having been obtained (i) to ensure that, should an Event of Default occur, Mortgagee can recover the Debt by a sale of the Mortgaged Property in accordance with any such Transfer or Encumbrance and subject (ii) to the terms form and substance of this Mortgage and the other Loan Documents. Accordingly, except any instrument evidencing or contracting for Transfers (as defined below) occurring as a result of this Mortgage or permitted by the terms of this Mortgage below, Mortgagor covenants and agrees not to effect any such Transfer or permit any Transfer to occur Encumbrance. Borrower shall not, without in each instance the prior written consent of Mortgagee, which consent may further assign or permit to be withheld in Mortgageeassigned the Rents from the Mortgaged Property, except to further secure Borrower's sole discretion. Any Transfer not permitted by this Mortgage made Liabilities, and any such assignment without the prior express written consent of Mortgagee shall constitute an Event be null and void. Borrower shall not permit any interest in any Lease of Default the Mortgaged Property to be subordinated to any encumbrance on the Mortgaged Property other than the Loan Documents and any such subordination shall be null and void. Borrower agrees that in the event the ownership of the Mortgaged Property, any interest therein or any part thereof becomes vested in a person other than Borrower, Mortgagee may, without notice to Borrower, deal in any way with such successor or successors in interest with reference to this Mortgage, the Note, the Loan Documents and Borrower's Liabilities without in any way vitiating or discharging Borrower's liability hereunder or Borrower's Liabilities. No sale of the Mortgaged Property, no forbearance to any person with respect to this Mortgage, and no extension to any person of the time for payment of the Note or any other Borrower's Liabilities given by Mortgagee shall have operate to release, discharge, modify, change or affect the option original liability of Borrower, either in whole or in part, except to exercise any and all remedies on account of the same, including accelerating the Maturity Date and declaring the entire outstanding Debt immediately due and payable, and Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder extent specifically agreed in order to declare the Debt immediately due and payable. This Subparagraph shall apply to every Transfer whether voluntary or not, or whether or not Mortgagee has consented to any previous Transferwriting by Mortgagee.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor and its Controlling (defined below) principals in owning and operating properties similar to the Premises and Improvements in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should an Event of Default occur, Mortgagee can recover the Debt by a sale of the Mortgaged Property in accordance with and subject to the terms of this Mortgage and the other Loan Documents. Accordingly, except for Transfers (as defined below) occurring as a result of this Mortgage or permitted by the terms of this Mortgage below, Mortgagor covenants and agrees not to effect any Transfer or permit peiuiit any Transfer to occur without in each instance the prior written consent of Mortgagee, which consent may be withheld in Mortgagee's sole discretion. Any Transfer not permitted by this Mortgage made without the prior written consent of Mortgagee shall constitute an Event of Default and Mortgagee shall have the option to exercise any and all remedies on account of the same, including accelerating the Maturity Date and declaring the entire outstanding Debt immediately due and payable, and Mortgagee 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. This Subparagraph shall apply to every Transfer whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor and its Controlling (defined below) principals in owning and operating properties similar to such as the Premises and Improvements Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should an Event Mortgagor default in the repayment of Default occurthe Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property in accordance with and subject to the terms of this Mortgage and the other Loan DocumentsProperty. AccordinglyMortgagor shall not, except for Transfers (as defined below) occurring as a result of this Mortgage or permitted by the terms of this Mortgage below, Mortgagor covenants and agrees not to effect any Transfer or permit any Transfer to occur without in each instance the prior written consent of Mortgagee, which sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred; provided, however, Mortgagee may, in its sole discretion, give such written consent (but shall have no obligation to do so) to any such sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer, and any such consent may be withheld conditioned upon the satisfaction of such conditions precedent as Mortgagee may require (including, without limitation, the conditions precedent set forth in Mortgagee's sole discretionsubsection 12[c] below). Any Transfer not permitted by Notwithstanding any other provision of this Mortgage made without Section 12, Mortgagee will consent, subject to the prior written consent conditions of Mortgagee shall constitute an subsection 12(c) and provided that no Event of Default under the Loan Documents has occurred and Mortgagee shall have the option is continuing, to exercise any and all remedies on account one sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer of the same, including accelerating Mortgaged Property by the Maturity Date and declaring the entire outstanding Debt immediately due and payable, and Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder original Mortgagor as set forth in order to declare the Debt immediately due and payable. This Subparagraph shall apply to every Transfer whether voluntary or not, or whether or not Mortgagee has consented to any previous Transferthis Mortgage.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor and its Controlling (defined below) principals in owning and operating properties similar to such as the Premises and Improvements Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should an Event Mortgagor default in the repayment of Default occurthe Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property Property. Except for liens and security interests granted by Mortgagor to Mortgagee in accordance connection with and subject to the terms of this Mortgage First Note and the other Loan Documents. Accordingly, except for Transfers (as defined below) occurring as a result of this Mortgage or permitted by the terms of this Mortgage belowDebt, Mortgagor covenants and agrees not to effect any Transfer or permit any Transfer to occur shall not, without in each instance the prior written consent of Mortgagee, which sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred; provided, however, Mortgagee may, in its sole discretion, give such written consent (but shall have no obligation to do so) to any such sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer, and any such consent may be withheld conditioned upon the satisfaction of such conditions precedent as Mortgagee may require (including, without limitation, the conditions precedent set forth in Mortgagee's sole discretionsubsection 12[c] below). Any Transfer not permitted by Notwithstanding any other provision of this Mortgage made without Section 12, Mortgagee will consent, subject to the prior written consent conditions of Mortgagee shall constitute an subsection 12(c) and provided that no Event of Default has occurred and Mortgagee shall have the option is continuing, to exercise any and all remedies on account one sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer of the same, including accelerating Mortgaged Property by the Maturity Date and declaring the entire outstanding Debt immediately due and payable, and Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder original Mortgagor as set forth in order to declare the Debt immediately due and payable. This Subparagraph shall apply to every Transfer whether voluntary or not, or whether or not Mortgagee has consented to any previous Transferthis Mortgage.