Common use of Transfer or Encumbrance Clause in Contracts

Transfer or Encumbrance. Borrower shall not, nor shall Borrower permit any Loan Party to, whether in one or a series of transactions, (i) issue or agree to issue any direct or indirect interest (including preferred equity or securities convertible into preferred or common equity) of any nature whatsoever, whether partnership, stock, membership, equity, beneficial, profit, loss or otherwise (collectively and in the singular, as the context may require, the “Ownership Interests”) in such Person or (ii) allow or permit the Transfer of any Ownership Interest in any other Loan Party directly or indirectly, by operation of law or otherwise, or (iii) the Transfer of an interest of any Person having a direct or indirect legal or beneficial Ownership Interest in any Loan Party, including any legal or beneficial interest in any constituent member, partner or owner of such Person; or (iv) the change, removal, resignation or addition of a partner, joint venturer or member in any Loan Party, in each case, without the prior written consent of Lender, which consent in any and all circumstances may be conditioned or denied for any reason or no reason in the sole and absolute discretion of Lender; provided, however, notwithstanding anything to the contrary in the foregoing, preferred stock in the REIT may be Transferred without the prior consent of Lender, provided that after such Transfer, no person or group of persons as a result of such Transfer (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended), shall beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) more than the Applicable Ownership Limit of any class of securities of the REIT, provided, further, notwithstanding anything contained herein to the contrary, Guarantor may transfer his interests in Prime Office Company LLC to a spouse, one or more lineal descendants, brothers, sisters or ancestors (or a trust for the benefit of, or a partnership or other entity controlled by one or more of the foregoing) provided that such transfer in no way impairs or affects the Collateral for the Loan and provided that Xxxxx Xxxxxxxxxxxx at all times maintains control (as defined in the definition of Affiliate) of Borrower and Guarantor may transfer in the aggregate up to 15% of the membership interests in Prime Office Company LLC and/or Park Avenue Funding LLC to other third parties. The provisions of the foregoing sentence of this paragraph shall apply to each and every such further Transfer, regardless of whether or not Lender has consented to, or waived its rights hereunder with respect to, any such previous Transfer, and irrespective of whether such further Transfer is voluntary, by reason of operation of law or is otherwise made. If Lender in its sole and absolute discretion consents to a Transfer, the transferee of any Ownership Interest shall pay all of Lender’s out of pocket expenses relating to any Transfer (including, without limitation, Professional Fees) and shall enter into such pledge and security agreements, financing statements and other instruments, to evidence Lender’s continuing security interest in the Collateral as Lender may require, and deliver such opinions of counsel, Rating Agency Confirmations, and other further assurances as Lender may require. Lender may release, regardless of consideration, any part of the security held for the Obligations secured by the Pledge Agreements without, as to the remainder of the security, in any way impairing or affecting the lien of the Pledge Agreements or its priority over any subordinate lien.

Transfer or Encumbrance. Borrower shall not, nor shall Borrower permit any Loan Party Borrower Group Member to, whether in one or a series of transactions, (i) issue or agree to issue any direct or indirect interest (including preferred equity or securities convertible into preferred or common equity) of any nature whatsoever, whether partnership, stockstock , membership, equity, beneficial, profit, loss or otherwise (collectively and in the singular, as the context may require, the “"Ownership Interests”") in such Person or (ii) allow or permit the Transfer of any Ownership Interest in any other Loan Party or any Expanded Property Owner directly or indirectly, by operation of law or otherwise, or (iii) the Transfer of an a controlling interest of any Person having a direct or indirect legal or beneficial Ownership Interest in any Loan PartyParty or Expanded Property Owner, including any legal or beneficial interest in any constituent member, partner or owner of such Person; or (iv) the change, removal, resignation or addition of a partner, joint venturer or member in any Loan PartyParty or Expanded Property Owner, in each case, without the prior written consent of Lender, which consent in any and all circumstances may be conditioned or denied for any reason or no reason in the sole and absolute discretion of Lender; provided, however, notwithstanding anything to the contrary in the foregoing, common stock or preferred stock in Holdings and partnership units of the REIT Borrower (other than those held by Holdings) may be Transferred without the prior consent of Lender, provided that after such Transfer, no person or group of persons as a result of such Transfer (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended), shall beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) more than the Applicable Ownership Limit of any class of securities of the REIT, provided, further, notwithstanding anything contained herein to the contrary, Guarantor may transfer his interests in Prime Office Company LLC to a spouse, one or more lineal descendants, brothers, sisters or ancestors (or a trust for the benefit of, or a partnership or other entity controlled by one or more of the foregoing) provided that such transfer in no way impairs or affects the Collateral for the Loan and provided that Xxxxx Xxxxxxxxxxxx at all times maintains control (as defined in the definition of Affiliate) of Borrower and Guarantor may transfer in the aggregate up to 15% of the membership interests in Prime Office Company LLC and/or Park Avenue Funding LLC to other third partiesHoldings. The provisions of the foregoing sentence of this paragraph shall apply to each and every such further Transfer, regardless of whether or not Lender has consented to, or waived its rights hereunder with respect to, any such previous Transfer, and irrespective of whether such further Transfer is voluntary, by reason of operation of law or is otherwise made. If Lender in its sole and absolute discretion consents to a Transfer, the transferee of any Ownership Interest shall pay all of Lender’s 's out of pocket expenses relating to any Transfer (including, without limitation, Professional FeesFees and customary fees of the securitization trustee, if any, and the Servicer) and shall enter into such pledge and security agreements, financing statements and other instruments, to evidence Lender’s 's continuing security interest in the Collateral as Lender may require, and deliver such opinions of counsel, Rating Agency Confirmations, and other further assurances as Lender may require. Lender may release, regardless of consideration, any part of the security held for the Obligations secured by the Pledge Agreements without, as to the remainder of the security, in any way impairing or affecting the lien of the Pledge Agreements or its priority over any subordinate lien.

Transfer or Encumbrance. Borrower shall not, nor shall Borrower permit any Loan Party or the Property Owner to, whether in one or a series of transactions, (i) issue or agree to issue any direct or indirect interest (including preferred equity or securities convertible into preferred or common equity) of any nature whatsoever, whether partnership, stock, membership, equity, beneficial, profit, loss or otherwise (collectively and in the singular, as the context may require, the “Ownership Interests”) in such Person or (ii) allow or permit the Transfer of any Ownership Interest in any other Loan Party or the Property Owner directly or indirectly, by operation of law or otherwise, or (iii) the Transfer of an interest of any Person having a direct or indirect legal or beneficial Ownership Interest in any Loan PartyParty or the Property Owner, including any legal or beneficial interest in any constituent member, partner or owner of such Person; or (iv) the change, removal, resignation or addition of a partner, joint venturer or member in any Loan PartyParty or the Property Owner, in each case, without the prior written consent of Lender, which consent in any and all circumstances may be conditioned or denied for any reason or no reason in the sole and absolute discretion of Lender; provided, however, notwithstanding anything to the contrary in the foregoing, preferred stock in the REIT may be Transferred without the prior consent of Lender, provided that after such Transfer, no person or group of persons as a result of such Transfer (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended), shall beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) more than the Applicable Ownership Limit of any class of securities of the REIT, provided, further, notwithstanding anything contained herein to the contrary, Guarantor may transfer his interests in Prime Office Company LLC to a spouse, one or more lineal descendants, brothers, sisters or ancestors (or a trust for the benefit of, or a partnership or other entity controlled by one or more of the foregoing) provided that such transfer in no way impairs or affects the Collateral for the Loan and provided that Xxxxx Xxxxxxxxxxxx at all times maintains control (as defined in the definition of Affiliate) of Borrower and Guarantor may transfer in the aggregate up to 15% of the membership interests in Prime Office Company LLC and/or Park Avenue Funding LLC to other third parties. The provisions of the foregoing sentence of this paragraph shall apply to each and every such further Transfer, regardless of whether or not Lender has consented to, or waived its rights hereunder with respect to, any such previous Transfer, and irrespective of whether such further Transfer is voluntary, by reason of operation of law or is otherwise made. If Lender in its sole and absolute discretion consents to a Transfer, the transferee of any Ownership Interest shall pay all of Lender’s out of pocket expenses relating to any Transfer (including, without limitation, Professional Fees) and shall enter into such pledge and security agreements, financing statements and other instruments, to evidence Lender’s continuing security interest in the Collateral as Lender may require, and deliver such opinions of counsel, Rating Agency Confirmations, and other further assurances as Lender may require. Lender may release, regardless of consideration, any part of the security held for the Obligations secured by the Pledge Agreements without, as to the remainder of the security, in any way impairing or affecting the lien of the Pledge Agreements or its priority over any subordinate lien.

Transfer or Encumbrance. Borrower shall not, nor shall Borrower permit any Loan Party Borrower Group Member to, whether in one or a series of transactions, (i) issue or agree to issue any direct or indirect interest (including preferred equity or securities convertible into preferred or common equity) of any nature whatsoever, whether partnership, stockstock , membership, equity, beneficial, profit, loss or otherwise (collectively and in the singular, as the context may require, the “"Ownership Interests”") in such Person or (ii) allow or permit the Transfer of any Ownership Interest in any other Loan Party or any Expanded Property Owner directly or indirectly, by operation of law or otherwise, or (iii) the Transfer of an a controlling interest of any Person having a direct or indirect legal or beneficial Ownership Interest in any Loan PartyParty or Expanded Property Owner, including any legal or beneficial interest in any constituent member, partner or owner of such Person; or (iv) the change, removal, resignation or addition of a partner, joint venturer or member in any Loan PartyParty or Expanded Property Owner, in each case, without the prior written consent of Lender, which consent in any and all circumstances may be conditioned or denied for any reason or no reason in the sole and absolute discretion of of............................77 11.1 Lender; provided, however, notwithstanding anything to the contrary in the foregoing, common stock or preferred stock in Holdings and partnership units of the REIT Borrower (other than those held by Holdings) may be Transferred without the prior consent of Lender, provided that after such Transfer, no person or group of persons as a result of such Transfer (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended), shall beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) more than the Applicable Ownership Limit of any class of securities of the REIT, provided, further, notwithstanding anything contained herein to the contrary, Guarantor may transfer his interests in Prime Office Company LLC to a spouse, one or more lineal descendants, brothers, sisters or ancestors (or a trust for the benefit of, or a partnership or other entity controlled by one or more of the foregoing) provided that such transfer in no way impairs or affects the Collateral for the Loan and provided that Xxxxx Xxxxxxxxxxxx at all times maintains control (as defined in the definition of Affiliate) of Borrower and Guarantor may transfer in the aggregate up to 15% of the membership interests in Prime Office Company LLC and/or Park Avenue Funding LLC to other third partiesHoldings. The provisions of the foregoing sentence of this paragraph shall apply to each and every such further Transfer, regardless of whether or not Lender has consented to, or waived its rights hereunder with respect to, any such previous Transfer, and irrespective of whether such further Transfer is voluntary, by reason of operation of law or is otherwise made. If Lender in its sole and absolute discretion consents to a Transfer, the transferee of any Ownership Interest shall pay all of Lender’s 's out of pocket expenses relating to any Transfer (including, without limitation, Professional FeesFees and customary fees of the securitization trustee, if any, and the Servicer) and shall enter into such pledge and security agreements, financing statements and other instruments, to evidence Lender’s 's continuing security interest in the Collateral as Lender may require, and deliver such opinions of counsel, Rating Agency Confirmations, and other further assurances as Lender may require. Lender may release, regardless of consideration, any part of the security held for the Obligations secured by the Pledge Agreements without, as to the remainder of the security, in any way impairing or affecting the lien of the Pledge Agreements or its priority over any subordinate lien...77