Common use of Due on Sale and Encumbrance; Transfers of Interests Clause in Contracts

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest, direct or indirect, in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan Documents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and members, as provided applicable, and principals of Borrower and Operating Lessee in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower Borrower, Operating Lessee or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in a Restricted Borrower, Operating Lessee or in any other Loan Party, the Property or in any part thereofPerson holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Borrower, Operating Lessee or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Borrower, Operating Lessee or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member, and (v) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party. (b) Notwithstanding the foregoing, a Restricted Party is a limited liability company, any merger Transfer within the meaning of this Section 4.2 shall not include (i) dispositions of equipment and fixtures in the ordinary course of Borrower’s or consolidation Operating Lessee’s business (including equipment or fixtures which are being replaced or which are no longer necessary in connection with the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge operation of the membership interest Property, provided that (1) such disposition in this parenthetical will not have a material adverse effect on or materially impair the utility of the applicable Individual Property (a “Material Adverse Effect”) and (2) any member new equipment or fixtures acquired by Borrower or Operating Lessee (and not so disposed of) shall be subject to the Lien of the Loan Documents (collectively, the “Disposition Conditions”)), (ii) Leases in effect on the date hereof or otherwise permitted by this Agreement, (iii) Permitted Transfers, (iv) easements and rights of way in the ordinary course of business that would not have a material adverse effect on the use, occupancy or access to the applicable Individual Property, and (v) subject to Section 5.3 hereof, transfers of portions of Individual Properties to Governmental Authorities for (1) dedication of such portion to a public use or (2) easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for purposes of public access, the placement of water and sewer lines, telephone and telegraph lines, electric lines or other utilities serving such Individual Property; provided no such transfers shall have any adverse effect on the first priority position of the Lien of the applicable Mortgage or any profits or proceeds relating other Material Adverse Effect. In connection with any event specified in clause (i) above, Lender shall, from time to such membership interest; (vi) if a Restricted Party is a trust or nominee trusttime, any merger, consolidation or upon receipt of an officer’s certificate requesting the Sale or Pledge same and confirming satisfaction of the legal Disposition Conditions, execute a written instrument in form and substance reasonably satisfactory to Lender to confirm that such equipment or beneficial interest in a Restricted Party fixtures which are to be, or have been, sold or disposed of are free from the creation or issuance Lien of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; provided, Borrower shall reimburse Lender for its or its Servicer’s reasonable fees and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other expenses incurred in reviewing such instrument or under applicable law (including, without limitation, common law)and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent Lender, but, in each instance, subject to the provisions of Article 8 (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretionset forth certain permitted transfers that supersede the terms of this Section 4.2.1), neither Borrower nor none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in Borrower any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Partyany Borrower, the Property SPE Party or any part thereofOperating Lessee, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement Section 4.2.1 shall be deemed to include (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (ia) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell the any Property or any part thereof for a price to be paid in installments; (iib) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of the any Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iiic) if a Restricted Party any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionstransactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (ivd) if a Restricted Party any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge transfer of the membership interest of any member joint venturer or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documentsmember; and (viiie) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entitypledge, pursuant to any contractual agreement hypothecation, assignment, transfer or other instrument encumbrance of any direct or under applicable law (includingindirect ownership interest in any Borrower, without limitation, common law)SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in to the extent permitted pursuant to Article VIII hereof8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or transfer grant any interest, direct or indirect, other interest in a Restricted Party, the Property or any part thereofthereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Party, whether directly or indirectly, voluntarily or involuntarily involuntarily, by operation of law or otherwise (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement Section 4.2.1 shall be deemed to include (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (iib) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iiic) if a Borrower or any other Restricted Party is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock such that such corporation’s stock shall be vested in one a party or a series parties who are not now stockholders or any change in the control of transactionssuch corporation; (ivd) if a Borrower or any other Restricted Party is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer, member or non-member manager, the Sale voluntary or Pledge involuntary transfer of the partnership interest of any general partner, managing partner or limited partner partner, the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any profits joint venturer, member or proceeds relating to such partnership interests non-member manager, or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, membership interests or interest in any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager manager; and (or e) if no managing member, any member) or the Sale or Pledge of the membership interest of any member Borrower or any profits or proceeds relating to such membership interest; (vi) if a other Restricted Party is a trust or nominee trust, any merger, consolidation the voluntary or the Sale or Pledge involuntary transfer of the legal or beneficial interest in a Restricted Party such trust or nominee trust or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members and principals of Borrower in owning and operating properties such as provided the Property in Article VIII hereofagreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party Borrower is a limited or general partnership or joint ventureliability company, any merger or consolidation or the change, removal, resignation or addition of a general partner member or the Sale or Pledge transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viiiiv) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entitypledge, pursuant to any contractual agreement hypothecation, assignment, transfer or other instrument or under applicable law (including, without limitation, common law)encumbrance of any ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, Rents or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Party is a with respect to any corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party is a with respect to any limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation trust or other association, the change, removal, resignation or addition of a general partner partner, managing member, non-managing member, limited partner, joint venturer or member or beneficial or other interest, the Sale or Pledge transfer of the partnership interest of any general partner or limited partner partner, the transfer of the interest of any joint venturer or any profits member or proceeds relating to such partnership interests beneficial or other direct or indirect ownership interest or the creation or issuance of new limited membership or partnership interests or beneficial or other ownership interests; (v) if a Restricted Party is a with respect to any limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or nondivision (whether pursuant to Section 18-member manager (or if no managing member, any member) or the Sale or Pledge 217 of the membership interest Act or otherwise) of any member assets and liabilities of such entity amongst one or any profits more new or proceeds relating to such membership interestexisting entities; (vi) if a Restricted Party is a trust any action or nominee trustoccurrence which results in Key Principal no longer Controlling Borrower, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the removal or the replacement of Manager other than in accordance with the Loan DocumentsGround Lease; and (viii) any action for partition pledge, hypothecation, assignment, transfer or other encumbrance of the Property any direct or indirect ownership interest in Borrower; and (ix) any exercise of any right of first refusal, right of first offer or other similar right to acquire and/or lease any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entityadditional real property, in each case, pursuant to any contractual agreement or other instrument or under applicable law the West End Supplemental Agreement (including, without limitation, common lawas defined on Schedule XIII hereto).

Due on Sale and Encumbrance; Transfers of Interests. (ai) Except Borrower acknowledges and agrees that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property. Accordingly, in the event that (A) any direct interest in Borrower, or (B) except as provided set forth in Article VIII hereofSection 8(v)(ii) below, any indirect interest in Borrower, shall be sold, conveyed, disposed of, alienated, hypothecated, assigned, pledged, mortgaged, further encumbered or otherwise transferred, in any manner or way, whether voluntarily or involuntarily (each of the foregoing, a “Transfer”) without the prior written consent of Administrative Agent Lender, then the same shall, at the option of Lender, constitute an Event of Default hereunder and under the other Loan Documents and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the Maturity Date, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in this Loan Agreement and/or any of the other Loan Documents. (which consent may be granted ii) Notwithstanding anything in Section 8(v)(i) above to the contrary, provided (A) Borrower provides Lender with at least ten (10) days written notice (the “Permitted Transfer Notice”) prior to the date of any such Permitted Transfer (as hereinafter defined), (B) on the date of delivery to Lender of the Permitted Transfer Notice and on the date of such Permitted Transfer, no Event of Default or withheld event which, with the giving of notice or passage of time, would result in Administrative Agent’s an Event of Default, then exists, (C) any such Permitted Transfer would not result in the release of any Guarantor or cause any Guarantor to no longer derive a direct material benefit from the making of the Loan (as determined by Lender in its sole and absolute discretion), neither Borrower nor (D) any transferee pays all costs and expenses incurred by Lender, including, but not limited to, reasonable attorneys fees, in connection with such Permitted Transfer, and (E) any such transferee and transferor provide Lender with such other Person having information and documents as requested by Lender in its sole and absolute discretion, the following transfers (each a “Permitted Transfer”) shall be permitted by Lender: (1) transfers or pledges of direct or indirect ownership or beneficial interest Equity Interests (as hereinafter defined) in the sole member of Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest, direct or indirect, which in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation aggregate during the term of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, Loan (i) an installment sales agreement wherein do not exceed forty-nine percent (49%) of the total direct or indirect legal or beneficial Equity Interests in the sole member of Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or do not result in a substantial part change in Control (as hereinafter defined) of the Property for other than actual occupancy by a Tenant thereunder sole member of Borrower; and (2) transfers or a salepledges of direct or indirect Equity Interests in the sole member of Borrower among the holders thereof or their Affiliates (or parties under common Control with them) as of the date hereof provided that, assignment or other transfer ofafter the consummation thereof, sole member of Borrower is Controlled by: (i) entities Controlled by, affiliated with, or the grant of a security interest inunder common Control with Independence Realty Trust, Borrower’s rightInc., title and interest in and to any Leases (ii) Guarantor or any Rents other than in accordance entities Controlled by, affiliated with, or under common Control with the Loan DocumentsGuarantor; and/or (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge combination of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)foregoing.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Agent and Lenders have examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property owned by Borrower as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Agent and Lenders have a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Agent can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Agent, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in to the extent permitted pursuant to Article VIII hereof8, neither Borrower nor any Guarantor shall, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property Borrower or any part thereof, Guarantor whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2.1 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, any Guarantor, or any general partner, managing member or controlling shareholder of Borrower or any Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionstransactions by which an aggregate of more than 25% of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (iv) if a Restricted Party Borrower, Managing Member, any other Guarantor or any general partner, managing member or controlling shareholder of Borrower, Managing Member or any other Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner or managing partner or the Sale or Pledge transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmanaging partner; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or indirect ownership interest in Borrower, Managing Member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Guarantor.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning the Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Collateral as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the express provisions of Article 7, neither Borrower nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in a Restricted Borrower or in any other Loan Party, the Property or in any part thereofPerson holding any direct or indirect interest in Borrower or in any other Loan Party, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower Owner agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Owner for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerOwner’s right, title and interest in and to any Leases Leases, or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Borrower or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Borrower or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, or of any other Loan Party is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member, and (v) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or in any other Loan Party. (b) Notwithstanding the foregoing, a Restricted Party is a limited liability company, any merger Transfer within the meaning of this Section 4.2 shall not include (i) dispositions of equipment and fixtures in the ordinary course of Owner’s business (including equipment or consolidation fixtures which are being replaced or which are no longer necessary in connection with the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge operation of the membership interest Property, provided that (1) such disposition in this parenthetical will not have a material adverse effect on or materially impair the utility of the applicable Individual Property (a “Material Adverse Effect”) and (2) any member new equipment or fixtures acquired by Owner (and not so disposed of) shall be subject to the Lien of the Loan Documents (collectively, the “Disposition Conditions”)), (ii) Leases in effect on the date hereof or otherwise permitted by this Agreement, (iii) Permitted Encumbrances, (iv) easements and rights of way in the ordinary course of business that would not have a material adverse effect on the use, occupancy or access to the applicable Individual Property, and (v) subject to Section 5.3 hereof, transfers of portions of Individual Properties to Governmental Authorities for (1) dedication of such portion to a public use or (2) easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for purposes of public access, the placement of water and sewer lines, telephone and telegraph lines, electric lines or other utilities serving such Individual Property; provided no such transfers shall have any adverse effect on the first priority position of the Lien of the applicable Mortgage for the benefit of Mortgage Lender or any profits or proceeds relating other Material Adverse Effect. In connection with any event specified in clause (i) above, Lender shall, from time to such membership interest; (vi) if a Restricted Party is a trust or nominee trusttime, any merger, consolidation or upon receipt of an officer’s certificate requesting the Sale or Pledge same and confirming satisfaction of the legal Disposition Conditions, execute a written instrument in form and substance reasonably satisfactory to Lender to confirm that such equipment or beneficial interest in a Restricted Party fixtures which are to be, or have been, sold or disposed of are free from the creation or issuance Lien of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; provided, Borrower shall reimburse Lender for its or its Servicer’s reasonable fees and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other expenses incurred in reviewing such instrument or under applicable law (including, without limitation, common law)and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the express provisions of Article 7, neither Borrower nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in a Restricted Borrower or in any other Loan Party, the Property or in any part thereofPerson holding any direct or indirect interest in Borrower or in any other Loan Party, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Borrower or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Borrower or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, or of any other Loan Party is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member, and (v) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or in any other Loan Party. (b) Notwithstanding the foregoing, a Restricted Party is a limited liability company, any merger Transfer within the meaning of this Section 4.2 shall not include (i) dispositions of equipment and fixtures in the ordinary course of Borrower’s business (including equipment or consolidation fixtures which are being replaced or which are no longer necessary in connection with the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge operation of the membership interest Property, provided that (1) such disposition in this parenthetical will not have a material adverse effect on or materially impair the utility of the applicable Individual Property (a “Material Adverse Effect”) and (2) any member new equipment or fixtures acquired by Borrower (and not so disposed of) shall be subject to the Lien of the Loan Documents (collectively, the “Disposition Conditions”)), (ii) Leases in effect on the date hereof or otherwise permitted by this Agreement, (iii) Permitted Encumbrances, (iv) easements and rights of way in the ordinary course of business that would not have a material adverse effect on the use, occupancy or access to the applicable Individual Property, and (v) subject to Section 5.3 hereof, transfers of portions of Individual Properties to Governmental Authorities for (1) dedication of such portion to a public use or (2) easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for purposes of public access, the placement of water and sewer lines, telephone and telegraph lines, electric lines or other utilities serving such Individual Property; provided no such transfers shall have any adverse effect on the first priority position of the Lien of the applicable Mortgage or any profits or proceeds relating other Material Adverse Effect. In connection with any event specified in clause (i) above, Lender shall, from time to such membership interest; (vi) if a Restricted Party is a trust or nominee trusttime, any merger, consolidation or upon receipt of an officer’s certificate requesting the Sale or Pledge same and confirming satisfaction of the legal Disposition Conditions, execute a written instrument in form and substance reasonably satisfactory to Lender to confirm that such equipment or beneficial interest in a Restricted Party fixtures which are to be, or have been, sold or disposed of are free from the creation or issuance Lien of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; provided, Borrower shall reimburse Lender for its or its Servicer’s reasonable fees and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other expenses incurred in reviewing such instrument or under applicable law (including, without limitation, common law)and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Each of Borrower and Leasehold Pledgor acknowledges that Lender has examined and relied on the experience of Borrower and Leasehold Pledgor and their respective stockholders, general partners and members, as provided applicable, and principals of Borrower and Leasehold Pledgor in Article VIII hereofowning the Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s and Leasehold Pledgor’s ownership of the Collateral as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Leasehold Pledgor each acknowledge that Lender has a valid interest in maintaining the value of the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Leasehold Pledgor default in the the performance of the Other Obligations, Lender can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, neither Borrower subject to the express provisions of Article 7, none of Borrower, Leasehold Pledgor nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower Borrower, Leasehold Pledgor or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in a Restricted Borrower, Leasehold Pledgor or in any other Loan Party, the Property or in any part thereofPerson holding any direct or indirect interest in Borrower, Leasehold Pledgor or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower Owner agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Owner or Operating Lessee for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerOwner’s right, title and interest in and to any Leases Leases, or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Borrower, Leasehold Pledgor or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower, Leasehold Pledgor or of any other Loan Party is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Borrower, Leasehold Pledgor or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Leasehold Pledgor or of any other Loan Party is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member, and (v) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Leasehold Pledgor or in any other Loan Party. (b) Notwithstanding the foregoing, a Restricted Party is a limited liability company, any merger Transfer within the meaning of this Section 4.2 shall not include (i) dispositions of equipment and fixtures in the ordinary course of Owner’s or consolidation Operating Lessee’s business (including equipment or fixtures which are being replaced or which are no longer necessary in connection with the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge operation of the membership interest Property, provided that (1) such disposition in this parenthetical will not have a material adverse effect on or materially impair the utility of the applicable Individual Property (a “Material Adverse Effect”) and (2) any member new equipment or fixtures acquired by Owner or Operating Lessee (and not so disposed of) shall be subject to the Lien of the Loan Documents (collectively, the “Disposition Conditions”)), (ii) Leases in effect on the date hereof or otherwise permitted by this Agreement, (iii) Permitted Transfers, (iv) easements and rights of way in the ordinary course of business that would not have a material adverse effect on the use, occupancy or access to the applicable Individual Property, and (v) subject to Section 5.3 hereof, transfers of portions of Individual Properties to Governmental Authorities for (1) dedication of such portion to a public use or (2) easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for purposes of public access, the placement of water and sewer lines, telephone and telegraph lines, electric lines or other utilities serving such Individual Property; provided no such transfers shall have any adverse effect on the first priority position of the Lien of the applicable Mortgage for the benefit of Mortgage Lender or any profits or proceeds relating other Material Adverse Effect. In connection with any event specified in clause (i) above, Lender shall, from time to such membership interest; (vi) if a Restricted Party is a trust or nominee trusttime, any merger, consolidation or upon receipt of an officer’s certificate requesting the Sale or Pledge same and confirming satisfaction of the legal Disposition Conditions, execute a written instrument in form and substance reasonably satisfactory to Lender to confirm that such equipment or beneficial interest in a Restricted Party fixtures which are to be, or have been, sold or disposed of are free from the creation or issuance Lien of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; provided, Borrower shall reimburse Lender for its or its Servicer’s reasonable fees and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other expenses incurred in reviewing such instrument or under applicable law (including, without limitation, common law)and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent Lender and except as expressly provided below: (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither i) No Borrower Party nor any other Person having a direct or indirect an ownership or beneficial interest in a Borrower Party shall sell(A) consummate a Transfer, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer (B) enter into any interest, direct easement or indirect, other agreement granting rights in or restricting the use or development of the Collateral; and (ii) No new partners shall be admitted to or created in a Restricted Borrower Party (nor shall any existing partner withdraw from a Borrower Party); and (iii) No change in the day-to-day control and management of a Borrower Party, the any Property or the Portfolio shall be implemented. Lender shall not be required to demonstrate any part thereof, whether voluntarily actual impairment of its security or involuntarily (each, any increased risk of default in order to declare the Obligations to be immediately due and payable upon a “Transfer”), Transfer in violation of the covenants and conditions set forth this Agreement. This provision shall apply to every Transfer in the Mortgage and violation of this Agreement (collectivelyregardless of whether such Transfer was voluntary or not, “Prohibited or whether or not Lender has previously consented to any Transfer”). (b) A Prohibited Transfer Notwithstanding the restrictions in Subsection 7.1(a), Permitted Transfers will be permitted without Lender’s prior consent. Carveout Indemnitor (or any successor permitted under clause (a)(iii) of the definition of “Permitted Transfer” in Section 1.1) shall includeat all times, but not whether prior to or following the occurrence of any Permitted Transfer, be limited tothe sole general partner of each Individual Borrower. (c) Notwithstanding anything to the contrary set forth in this Agreement, Lender shall consent to a one-time transfer of title to the Portfolio and assumption of 100% of the Loan and the duties and obligations of Borrower and Carveout Indemnitor under the Loan Documents, subject to satisfaction of each and every one of the following conditions: (i) an installment sales agreement wherein At least thirty (30) days prior to such assumption, Borrower agrees Parties shall provide to sell Lender: (A) written notice (a “Assumption Request”) of the Property proposed transfer, (B) a work fee in the amount of $25,000.00 (the “Assumption Work Fee”), (C) the name(s), address(es) and organizational documents of the proposed purchaser and of the principals, affiliates and parent or any part thereof other majority owners, as applicable, of the proposed purchaser, (D) detailed and complete financial statements of the proposed purchaser and of the principals, affiliates and parent or other majority owners, as applicable, of the proposed purchaser, (E) information with respect to the business and business experience of the proposed purchaser and its principals, affiliates and parent or other majority owners, as applicable, and their experience in the ownership and operation of properties similar to the Portfolio and other commercial real estate, (F) information on the proposed property management company and a copy of the proposed property management agreement, (G) the terms and conditions of the proposed sale and a copy of the executed purchase and sale agreement, (H) a description of the ownership structure of the proposed purchaser and each of its principals, affiliates and parent or other majority owners, as applicable, (I) the purchaser’s pro-forma operating and management plan for a price the Portfolio, and (J) promptly following Lender’s request, such other information as Lender may reasonably request to be paid in installments; permit it to determine the creditworthiness and management abilities of the proposed purchaser and its principals, affiliates and parent or other majority owners, as applicable; (ii) Lender must approve, in the exercise of its discretion, the identity, creditworthiness, management abilities and all other attributes of the proposed purchaser and the proposed replacement Carveout Indemnitor(s), and their respective principals, affiliates and parent or other majority owners, as applicable; (iii) No Event of Default shall have occurred and be continuing, either as of the date of the Assumption Request or thereafter through the date of transfer of title to the Portfolio and assumption of the Loan; (iv) The Portfolio, as of the date of transfer and assumption and thereafter, must be managed by a management company approved by Lender (in the exercise of its reasonable judgment) under a management agreement satisfactory to Lender (in the exercise of its reasonable judgment) and otherwise satisfying the requirements of Section 7.10; (v) At the closing of any approved transfer and assumption, the proposed purchaser shall assume the duties and obligations of Borrower Parties under the Loan Documents (subject to the limitations on liability set forth in Article 10) pursuant to assumption documents in form and substance satisfactory to Lender (in the exercise of its reasonable judgment). Additionally, at the time of the approved transfer and assumption, the proposed purchaser shall provide to Lender an environmental indemnity agreement from said purchaser and from another financially responsible Person acceptable to Lender (in its discretion) in form and substance reasonably satisfactory to Lender (which form may be different from the form executed by Borrower leasing all Parties as a result of Lender’s updating its standard form of environmental indemnity agreement or as a substantial part result of specific environmental conditions at any Property) and a recourse carveout indemnity in substantially the same form as the Carveout Indemnity, also from a financially responsible Person acceptable to Lender (in its discretion). Borrower Parties and the proposed purchaser and such other Persons as Lender shall require shall also deliver and, if applicable, execute (A) evidence of authority and entity existence, (B) Uniform Commercial Code, judgment and bankruptcy searches, (C) Uniform Commercial Code financing statements, (D) an endorsement to the Title Policy updating the effective date to the date of the Property for transfer, showing the purchaser as the owner of each Property, showing no additional title exceptions, except as shall be approved by Lender (in its discretion) and otherwise in form and substance reasonably acceptable to Lender, (E) opinions of counsel reasonably acceptable to Lender on such matters as Lender shall reasonably require, (F) evidence of insurance as required by Section 3.1, and (G) such other than actual occupancy documents as Lender shall reasonably require in order to effectuate the transaction as contemplated by a Tenant thereunder or a salethis Subsection (c); (vi) At the closing of any approved transfer and assumption, assignment or other transfer ofthe proposed purchaser shall, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan Documents; (iii) if a Restricted Party is a corporationterms and conditions of Sections 3.4, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating deposit with Lender sufficient funds to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than pay when due all Impounds in accordance with the Loan Documents; and (viii) any action for partition terms of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Section 3.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted Lender, or withheld as otherwise set forth in Administrative Agent’s sole and absolute discretion)the applicable Approved Annual Budget, neither in each instance, no Borrower Entity nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower Entity shall, and Borrower shall (i) not permit any Borrower Subsidiary to, and (ii) not permit any Borrower Subsidiary to permit any Mortgagor to, sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest in Infinet, any Collateral, any Mortgage Loan, any Mortgaged Property, any Real Property or any part thereof, any other assets of the Borrower or any Borrower Subsidiary, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower Entity, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2.1 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein any Borrower Entity agrees to sell the any Real Property or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower for the leasing of all or a substantial part of the any Real Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrowerany Borrower Entity’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party any Borrower Entity or any general partner, managing member or controlling shareholder of any such Borrower Entity is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party any Borrower Entity or any general partner, managing member or controlling shareholder of any such Borrower Entity is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower Entity. Notwithstanding any term to the contrary contained in this Agreement, and notwithstanding any consent of Lender pursuant to the terms of this Section 4.2.1 with respect to a Transfer hereunder, if a Restricted Party is Transfer made hereunder results in (i) a limited liability company“Change in Control” pursuant to the Code, any merger or consolidation or (ii) an adverse effect on the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge value and utility of the membership interest built-in tax losses of any member or Borrower Entity, then any profits or proceeds relating such Transfer shall be deemed to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge be in violation of the legal or beneficial interest in a Restricted Party or the creation or issuance terms of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; this Agreement and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant shall be deemed to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)be void ab initio.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that ▇▇▇▇▇▇ has examined and relied on the experience of Borrower and its Controlling owners, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on ▇▇▇▇▇▇▇▇’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that ▇▇▇▇▇▇ has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, ▇▇▇▇▇▇ can recover the Debt by a sale of the Property. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)▇▇▇▇▇▇, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower▇▇▇▇▇▇▇▇’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower or any general partner, managing member or controlling shareholder of Borrower is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower or any general partner, managing member or controlling shareholder of Borrower is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests member or beneficial or other direct or indirect ownership interest or the creation or issuance of new limited membership or partnership interests or beneficial or other ownership interests; (v) if a Restricted Party is a with respect to any limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or nondivision (whether pursuant to Section 18-member manager (or if no managing member, any member) or the Sale or Pledge 217 of the membership interest Act or otherwise) of any member assets and liabilities of such entity amongst one or any profits more new or proceeds relating to such membership interestexisting entities; and (vi) if a Restricted Party is a trust any pledge, hypothecation, assignment, transfer or nominee trust, other encumbrance of any merger, consolidation direct or the Sale or Pledge of the legal or beneficial indirect ownership interest in Borrower. Nothing herein shall restrict Borrower from entering into a Restricted Party purchase and sale agreement for the Property in anticipation of a Transfer and Assumption or the creation prepayment that is permitted hereunder or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than otherwise approved by ▇▇▇▇▇▇, provided that in accordance connection with an anticipated Transfer and Assumption, Borrower’s obligations under such purchase and sale agreement are expressly subject to compliance with the Loan Documents; terms and (viii) any action for partition provisions of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant this Agreement with respect to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)a Transfer and Assumption.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Borrower, other than the Ground Lease, for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, Rents or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Party is a with respect to any corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party is a with respect to any limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing member, non-managing member, limited partner, joint venturer or member, the Sale or Pledge transfer of the partnership interest of any general partner or limited partner partner, the transfer of the interest of any joint venturer or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; (v) if a Restricted Party is a with respect to any limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or nondivision (whether pursuant to Section 18-member manager (or if no managing member, any member) or the Sale or Pledge 217 of the membership interest Act or otherwise) of any member assets and liabilities of such entity amongst one or any profits more new or proceeds relating to such membership interestexisting entities; (vi) if a Restricted Party is a trust any action or nominee trustoccurrence which results in Key Principal no longer Controlling Borrower, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the removal or the replacement of Manager other than Ground Lease, except in accordance with the Loan Documentsterms thereof; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entitypledge, pursuant to any contractual agreement hypothecation, assignment, transfer or other instrument encumbrance of any direct or under applicable law (including, without limitation, common law)indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower shall not nor shall any other Person having a direct or indirect ownership or beneficial interest in Borrower: (i) Except as expressly permitted by clause (c) of this Section 7.2, except as otherwise permitted herein or by the Assignment of Membership Interests create, or permit the creation of, any new direct or indirect ownership interest in Borrower, or (ii) Except as expressly permitted by clause (c) of this Section 7.2, transfer, or permit the transfer of (A) all or any part of the Project, or any interest therein (other than Leases permitted hereunder), or (B) except as otherwise permitted herein or by the Assignment of Membership Interests any direct or indirect ownership interest in Borrower shall sell(including any interest in the profits, conveylosses or cash distributions in any way relating to the Project, mortgage, grant, bargainBorrower or any Loan Party); or (iii) subject to Borrower's contest rights under Section 7.3, encumber, pledgealienate, assign grant a Lien or transfer grant any interest, direct other interest in any Project or indirect, a▇▇ ▇▇▇▇ ▇▇▇▇eof (▇▇▇▇r than Leases permitted hereunder) or take or fail to take any other action which would result in a Restricted Party, Lien against any Project or the Property interest of Borrower in any Project or any part thereofdirect ownership interest in Borrower, whether voluntarily or involuntarily except Liens in favor of Agent for the benefit of Lender and Agent, or (each, a “Transfer”), iv) enter into any easement or other agreement granting rights in violation or restricting the use or development of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”)any Project. (b) A Prohibited Transfer Borrower shall includenot, but not without Agent's prior written consent, permit transfers by the Master Tenant or any interest (direct or indirect) in Master Tenant requiring Borrower's or Sole Member's consent under the Master Lease or the Agreement Regarding Leases. Agent's consent under this Section 7.2(b) shall be limited toexercised with the same level of discretion that Borrower and Sole Member are required to use with respect to each such transfer in exercising their applicable consent rights under the Master Lease and Agreement Regarding Leases, respectively. (c) Notwithstanding anything to the contrary set forth in Subsections 7.2(a)(i) and 7.2(a)(ii) above; (i) an installment sales agreement wherein the direct or indirect owners of the legal and beneficial ownership interests in Guarantor may sell, transfer, assign, pledge, hypothecate or encumber their legal and beneficial ownership interests in Guarantor without the prior consent of Agent; provided that after such transaction, Borrower agrees to sell the Property or any part thereof for a price continues to be paid in installments; majority-owned and controlled (indirectly) by Guarantor; (ii) an agreement by Borrower leasing all the direct or a substantial part indirect owners of the Property for other than actual occupancy legal and beneficial ownership interests in REIT Operator may sell, transfer, assign, pledge, hypothecate or encumber their legal and beneficial ownership interests in REIT Operator without the prior consent of Agent; provided that after such transaction, Borrower continues to be majority-owned and controlled (indirectly) by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan Documents; Guarantor; (iii) if a Restricted Party is a corporationthe direct or indirect owners of the legal and beneficial ownership interests in Sole Member may sell, any mergertransfer, consolidation assign, pledge, hypothecate or Sale or Pledge encumber up to forty-nine percent (49%), in the aggregate, of the legal and beneficial ownership interests in Sole Member, without the prior consent of Agent, provided that after such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; transaction, Borrower continues to be majority-owned and controlled (indirectly) by Guarantor; (iv) if a Restricted Party is a limited new ownership or general partnership or joint ventureequity interests may be created in Guarantor, any merger or consolidation or the changeprovided that after such transaction, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating Borrower continues to such partnership interests or the creation or issuance of new limited partnership interests; be majority-owned and controlled (indirectly) by Guarantor; (v) if a Restricted Party is a limited liability companynew ownership or equity interests may be created in REIT Operator, any merger or consolidation or provided that after such transaction, Borrower continues to be majority-owned and controlled (indirectly) by Guarantor. (d) Concurrently with the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge execution of the membership interest Loan Documents and immediately following the Conveyance and the Conversion, Guarantor and Sole Member shall consummate the Contribution. Borrower shall deliver to Agent reasonably satisfactory written evidence of such Contribution simultaneously therewith. Until such time as Guarantor's S-11 Registration Statement has been filed with the Securities and Exchange Commission and is effective (such date is referred to herein as the "S-11 Effective Date"), Borrower shall give Agent ten (10) days prior written notice of any member or transaction permitted by this Section 7.2(c). At all times after the S-11 Effective Date, Borrower shall not be required to give Agent notice of any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted transaction permitted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common lawSection 7.2(c).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property Borrower or any part thereofSPC Party, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, SPC Party, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, SPC Party, or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; (v) if a Restricted Party the Manager is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge an Affiliate of the membership interest Borrower, the ownership, management or control of any member or any profits or proceeds relating to such membership interestManager is transferred; and (vi) if a Restricted Party is a trust any pledge, hypothecation, assignment, transfer or nominee trust, other encumbrance of any merger, consolidation direct or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (Borrower or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrowers acknowledge that Lender has examined and relied on the experience of each Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrowers in Article VIII hereofowning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of the Property owned by such Borrower as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrowers acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrowers default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, neither subject to the provisions of Article 7, no Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property any Borrower or any part thereofSPC Party, whether voluntarily or involuntarily or enter into or subject any Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein a Borrower agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a with respect to any corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party is a with respect to any limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing member, non-managing member, limited partner, joint venturer or member, the Sale or Pledge transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; (v) if a Restricted Party is a with respect to any limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or nondivision (whether pursuant to Section 18-member manager (or if no managing member, any member) or the Sale or Pledge 217 of the membership interest Act or otherwise) of any member assets and liabilities of such entity amongst one or any profits more new or proceeds relating to such membership interestexisting entities; (vi) if a Restricted Party is a trust any action or nominee trust, occurrence which results in Key Principal no longer Controlling Borrower or any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interestsSPC Party; and (vii) the removal any pledge, hypothecation, assignment, transfer or the replacement other encumbrance of Manager other than any direct or indirect ownership interest in accordance with the Loan Documents; and (viii) any action for partition of the Property (Borrower or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of ARTICLE 8, neither any Borrower nor Sole Equity Member nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or Sole Equity Member shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, in a Restricted Partyany Borrower, the Property or any part thereofSole Equity Member, whether voluntarily or involuntarily (each, a “Transfer”"TRANSFER"), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer SECTION 4.2.1 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein any Borrower agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s 's right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party any Borrower, either Guarantor or any general partner, managing member or controlling shareholder of Borrower or either Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionstransactions by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; (iv) if a Restricted Party any Borrower, Sole Equity Member, either Guarantor or any general partner, managing member or controlling shareholder of any Borrower, Sole Equity Member or either Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating member, except to the extent such partnership interests or the creation or issuance of new limited partnership interestsTransfer is a Permitted Transfer under SECTION 8.1; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Sole Equity Member.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided set forth in Article VIII hereofa particular Loan Application (and identified as an exception to the following covenants with respect to a particular Property), or as necessary or appropriate to implement the sale of a Property in accordance with a Loan Application, or as otherwise approved by Senior Lender in writing, without the prior written consent of Administrative Agent Senior Lender: (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in 1) Borrower shall not (a) directly or indirectly sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any interest, direct or indirect, indirect interest in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid (including any partnership, member or any other ownership interest in installmentsBorrower or any Subsidiary or any partner or member thereof); (iib) an agreement by Borrower leasing all further encumber, alienate, grant a Lien or a substantial part of the grant any other interest in any Property for other than actual occupancy by a Tenant thereunder or a sale, assignment ▇▇▇ ▇▇▇▇ ▇▇▇reof (▇▇▇▇uding any partnership or other transfer ofownership interest in Borrower or any Subsidiary), whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the grant use or development of a any Property; provided, however, that Senior Lender shall not unreasonably withhold or delay its consent with respect to utility and other easements and restrictive covenants which do not in Senior Lender's reasonable judgment adversely affect any security interest in, Borrower’s right, title and interest in and or Lien granted to any Leases or any Rents other than in accordance with Senior Lender under the Senior Loan Documents; (iii2) if a Restricted Party is a corporationno new general partner, member, or limited partner having the ability to control the affairs of Borrower shall be admitted to or created in Borrower or any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; Subsidiary (iv) if a Restricted Party is a limited or general partnership or joint venture, nor shall any merger or consolidation or the change, removal, resignation or addition of a existing general partner or the Sale member or Pledge controlling limited partner withdraw from Borrower or such Subsidiary, as applicable), and no change in Borrower's or any Subsidiary's organizational documents relating to control over Borrower or such Subsidiary, as applicable, and/or any Property shall be effected; and (3) no transfer shall be permitted of the beneficial interest in Borrower, any of its constituent members, any Subsidiary or any of the Properties. As used in this Section 8.1, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of (a) any Property, (b) any partnership interest in any member of Borrower that is a partnership, (c) any general or limited partner or membership interest in any profits or proceeds relating to such partnership interests or the creation or issuance member of new limited partnership interests; (v) if a Restricted Party Borrower that is a limited liability company, and (d) any merger or consolidation or voting stock in any member of Borrower that is a corporation; "transfer" shall not include (i) the change, removal, resignation or addition leasing of a managing member or non-member manager (or if no managing member, individual units within any member) or Property so long as Borrower complies with the Sale or Pledge provisions of the membership interest of any member or any profits or proceeds Senior Loan Documents relating to such membership interestleasing activity; or (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (viiii) the removal or transfers of limited partner interests in Borrower so long as the replacement provisions of Manager other than in accordance with the Loan Documents; Sections 8.1(2) and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).8.1

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided otherwise expressly permitted pursuant to and in accordance with the terms of Article VIII 8 hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, Lien, assign or transfer any interest, direct or indirect, in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”).DMEAST #17478116 v7 46 (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s 's right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s 's stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-non member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with the Loan DocumentsSection 7.3 hereof; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)) and/or (ix) any other action instituted by (or at the behest of) Borrower or its Affiliates or consented to or acquiesced in by Borrower or its Affiliates which results in a termination of any REA or any Material Agreements, which termination causes a Material Adverse Effect. (c) Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof and an assumption of this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) payment of a transfer fee of 1% of outstanding principal balance of the Loan and all of Lender's expenses incurred in connection with such Prohibited Transfer, (c) if required by Lender, receipt of a Rating Agency Confirmation with respect to the Prohibited Transfer, (d) the proposed transferee's continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Sections 3.1.24 and 4.2.11 hereof, (e) omitted, (f) the ability of the transferee to satisfy Lender's then current underwriting standards, (g) an opinion satisfactory to Lender that the Prohibited Transaction will not cause an Adverse REMIC Event and/or (h) such other conditions and/or legal opinions as Lender shall determine in its sole discretion to be in the interest of Lender. All expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender 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 upon a Prohibited Transfer DMEAST #17478116 v7 47

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Agent and Lenders have examined and relied on the experience of Mortgage Borrower and its stockholders, general partners and members, as provided applicable, and principals of Mortgage Borrower in Article VIII hereofowning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on Mortgage Borrower’s ownership of the Property owned by Mortgage Borrower as a means of maintaining the value of the Properties and, as a result, the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Agent and Lenders have a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Agent can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Agent, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Mortgage Borrower nor Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Mortgage Borrower or Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any Collateral or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property Mortgage Borrower or any part thereofBorrower, whether voluntarily or involuntarily or enter into or cause Mortgage Borrower to enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Mortgage Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Mortgage Borrower, Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Mortgage Borrower, Borrower, Guarantor or any general partner, managing member or controlling shareholder of Mortgage Borrower, Borrower or Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; (v) if a Restricted Party is a limited liability companyany surrender, any merger or consolidation or the termination, cancellation, change, removalamendment, resignation supplementation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge other modification of the membership interest of any member or any profits or proceeds relating to such membership interestMortgage; and (vi) if a Restricted Party is a trust any pledge, hypothecation, assignment, transfer or nominee trust, other encumbrance of any merger, consolidation direct or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party Mortgage Borrower or Borrower. (b) Notwithstanding the creation or issuance provisions of new legal or beneficial interests; this Section 4.2(b), except as permitted by Article 7 hereof (viii) no Transfer of any direct interest in Mortgage Borrower is permitted without the removal or the replacement written consent of Manager other than in accordance with the Loan Documents; Lender and (viiiii) any action for partition Borrower shall not consent to or permit a Transfer of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Mortgage Borrower or by any other person or entity, pursuant if and to any contractual agreement or other instrument or the extent permitted under applicable law (including, without limitation, common law)Section 7 of the Mortgage Loan Agreement unless it obtains the prior written consent of Agent.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrowers acknowledge that Lender has examined and relied on the experience of each Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrowers in Article VIII hereofowning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on each Borrower’s ownership of the Property owned by such Borrower as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrowers acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrowers default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, neither subject to the provisions of Article 7, no Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property any Borrower or any part thereofSPC Party, whether voluntarily or involuntarily or enter into or subject any Property to a PACE Loan (each, a “Transfer”), in violation . A Table of Contents Transfer within the covenants and conditions set forth in the Mortgage and meaning of this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein a Borrower agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a with respect to any corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party is a with respect to any limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing member, non-managing member, limited partner, joint venturer or member, the Sale or Pledge transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; (v) if a Restricted Party is a with respect to any limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or nondivision (whether pursuant to Section 18-member manager (or if no managing member, any member) or the Sale or Pledge 217 of the membership interest Act or otherwise) of any member assets and liabilities of such entity amongst one or any profits more new or proceeds relating to such membership interestexisting entities; (vi) if a Restricted Party is a trust any action or nominee trust, occurrence which results in Key Principal no longer Controlling Borrower or any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interestsSPC Party; and (vii) the removal any pledge, hypothecation, assignment, transfer or the replacement other encumbrance of Manager other than any direct or indirect ownership interest in accordance with the Loan Documents; and (viii) any action for partition of the Property (Borrower or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning the Collateral and in causing Senior Borrower to operate assets such as the Senior Collateral in agreeing to make the Loan, and will continue to rely on Senior Borrower’s ownership of the applicable Senior Collateral as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Senior Collateral and the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower, Senior Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Senior Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Senior Collateral or the Collateral or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property Borrower or any part thereofSenior Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Senior Borrower agrees to sell the Property any Senior Collateral or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a with respect to any corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party is a with respect to any limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing member, non-managing member, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member, (v) if a Restricted Party is a limited liability companyany action or occurrence which results in the Key Principal Ownership/Control Conditions to no longer be satisfied, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust any pledge, hypothecation, assignment, transfer or nominee trust, other encumbrance of any merger, consolidation direct or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party Borrower or the creation or issuance of new legal or beneficial interests; Senior Borrower and (vii) the removal any deed-in-lieu or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition assignment-in-lieu agreement to provide a deed-in-lieu or assignment-in-lieu of the Property (Senior Collateral or any portion thereof thereof. (b) Notwithstanding the provisions of this Section 4.2, except as permitted by Article 7 hereof (i) no Transfer of any direct interest in Senior Borrower is permitted without the written consent of Lender and (ii) Borrower shall not consent to or interest therein) or permit a Transfer of any similar action instituted or prosecuted Senior Collateral by Senior Borrower or by any other person or entity, pursuant if and to any contractual agreement or other instrument or the extent permitted under Section 7 of the applicable law (including, without limitation, common law)Senior Loan Agreement unless it obtains the prior written consent of Lender.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent Lender, but, in each instance, subject to the provisions of Article 8 (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretionset forth certain permitted transfers that supersede the terms of this Section 4.2.1), neither Borrower nor none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in Borrower any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Partyany Borrower, the Property SPE Party or any part thereofOperating Lessee, whether Pool 2 voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement Section 4.2.1 shall be deemed to include (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (ia) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell the any Property or any part thereof for a price to be paid in installments; (iib) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of the any Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iiic) if a Restricted Party any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionstransactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (ivd) if a Restricted Party any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge transfer of the membership interest of any member joint venturer or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documentsmember; and (viiie) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entitypledge, pursuant to any contractual agreement hypothecation, assignment, transfer or other instrument encumbrance of any direct or under applicable law (includingindirect ownership interest in any Borrower, without limitation, common law)SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases Leases, Rents or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Party is a with respect to any corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party is a with respect to any limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation trust or other association, the change, removal, resignation or addition of a general partner partner, managing member, non-managing member, limited partner, joint venturer or member or beneficial or other interest, the Sale or Pledge transfer of the partnership interest of any general partner or limited partner partner, the transfer of the interest of any joint venturer or any profits member or proceeds relating to such partnership interests beneficial or other direct or indirect ownership interest or the creation or issuance of new limited membership or partnership interests or beneficial or other ownership interests; (v) if a Restricted Party is a with respect to any limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or nondivision (whether pursuant to Section 18-member manager (or if no managing member, any member) or the Sale or Pledge 217 of the membership interest Act or otherwise) of any member assets and liabilities of such entity amongst one or any profits more new or proceeds relating to such membership interestexisting entities; (vi) if a Restricted Party is a trust any action or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest occurrence which results in a Restricted Party or the creation or issuance of new legal or beneficial interestsKey Principal no longer Controlling Borrower; and (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entitypledge, pursuant to any contractual agreement hypothecation, assignment, transfer or other instrument encumbrance of any direct or under applicable law (including, without limitation, common law)indirect ownership interest in Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, without and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the sale of any Individual Property or any part thereof pursuant to an installment sales agreement for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance Gross Revenue (provided, that, any Leases to Tenants such as WeWork Companies Inc. and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with the Loan Documentsthis provision); (iii) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person SPE Party having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, divide into two (2) or more limited liability companies or other legal entities, assign or transfer any interest, direct or indirect, in a Restricted Party, the any Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein any Borrower agrees to sell the any Property or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower leasing all or a substantial part of the any Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a corporationcorporation or a real estate investment trust, any merger, consolidation consolidation, division into two (2) or more legal entities or Sale or Pledge of such corporation’s or real estate investment trust’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation consolidation, any division into two (2) or more legal entities or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Management Sweep Period) or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation consolidation, any division into two (2) or more legal entities or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interestinterest (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Management Sweep Period); (vi) if a Restricted Party is a trust common law, statutory or nominee trust, any merger, consolidation consolidation, any division into two (2) or more legal entities or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement resignation of Manager (including, without limitation, RMR LLC or a Specified Manager) other than in accordance with the Loan DocumentsSection 7.3; and (viii) any action for partition of the any Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)L▇▇▇▇▇, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest, direct or indirect, in a Restricted PartyBorrower, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, a “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part substantially all of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer Transfer of, or the grant of a security interest in, BorrowerB▇▇▇▇▇▇▇’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Person owning a direct or indirect interest in Borrower is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party Person owning a direct or indirect interest in Borrower is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party Person owning a direct or indirect interest in Borrower is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interestinterest or the creation or issuance of new membership interests, or Borrower dividing into two (2) or more separate entities and allocating any of Borrower’s assets, liabilities, rights and/or obligations between or among such entities; (vi) if a Restricted Party Person owning a direct or indirect interest in Borrower is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party Person owning a direct or indirect interest in Borrower or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than a Change in accordance with the Loan DocumentsControl; and (viii) entering into any PACE Loan; (ix) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entityPerson, pursuant to any contractual agreement or other instrument or under applicable law Legal Requirements (including, without limitation, common law); and (x) with respect to any limited liability company or limited partnership, the division of any assets and liabilities of such entity amongst one or more new or existing entities.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in permitted under Article VIII hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest, direct or indirect, in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with (except pursuant to any of the Loan Documents); (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venturepartnership, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with the Loan DocumentsSection 7.3; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower Borrower, Guarantors or by any other person Person Controlled by, or entityunder common control with any of such Persons, or any of their respective officers, directors or employees pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower's ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property Borrower or any part thereofSPC Party, whether voluntarily or involuntarily (each, a “"Transfer”"), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s 's right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, SPC Party, Guarantor or any general partner, managing member or controlling shareholder of Borrower, SPC Party, or Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or indirect ownership interest in Borrower or any profits or proceeds relating to such membership interestSPC Party; and (vi) if a Restricted Party is a trust the sale or nominee trust, pledge of any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Condominium Unit.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 8 permitting certain Transfers described in Article 8, neither Borrower nor Sole Member nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Sole Member shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted PartyBorrower, the Property or any part thereofSole Member, whether voluntarily or involuntarily (each, a “"Transfer”"), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2.1 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s 's right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor, or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionstransactions by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (iv) if a Restricted Party Borrower, Sole Member any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Sole Member or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge transfer of the membership interest of any member joint venturer or any profits or proceeds relating to such membership interestmember; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).and

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Each of Borrower and Leasehold Pledgor acknowledges that Lender has examined and relied on the experience of Borrower and Leasehold Pledgor and their respective stockholders, general partners and members, as provided applicable, and principals of Borrower and Leasehold Pledgor in Article VIII hereofowning the Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s and Leasehold Pledgor’s ownership of the Collateral as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Leasehold Pledgor each acknowledge that Lender has a valid interest in maintaining the value of the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Leasehold Pledgor default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, neither Borrower subject to the express provisions of Article 7, none of Borrower, Leasehold Pledgor nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower Borrower, Leasehold Pledgor or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property, the Mezzanine A Collateral or the Collateral or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in a Restricted Borrower, Leasehold Pledgor or in any other Loan Party, the Property or in any part thereofPerson holding any direct or indirect interest in Borrower, Leasehold Pledgor or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Owner agrees to sell any Individual Property or any part thereof or Mezzanine A Borrower agrees to sell the Property Mezzanine A Collateral or any part thereof thereof, in each case, for a price to be paid in installments; (ii) an agreement by Borrower Owner or Operating Lessee for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerOwner’s right, title and interest in and to any Leases Leases, or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Borrower, Leasehold Pledgor or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower, Leasehold Pledgor or of any other Loan Party is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Borrower, Leasehold Pledgor or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Leasehold Pledgor or of any other Loan Party is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member, and (v) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Leasehold Pledgor or in any other Loan Party. (b) Notwithstanding the foregoing, a Restricted Party is a limited liability companyTransfer within the meaning of this Section 4.2 shall not include (i) dispositions of equipment and fixtures in the ordinary course of Mezzanine A Borrower’s, any merger Mezzanine A Leasehold Pledgor’s, Owner’s, Operating Lessee’s business (including equipment or consolidation fixtures which are being replaced or which are no longer necessary in connection with the operation of the Property or the changeMezzanine A Collateral, removal, resignation provided that (1) such disposition in this parenthetical will not have a material adverse effect on or addition materially impair the utility of a managing member or non-member manager (or if no managing member, any member) the applicable Individual Property or the Sale Mezzanine A Collateral (a “Material Adverse Effect”) and (2) any new equipment or Pledge fixtures acquired by Owner or Operating Lessee (and not so disposed of) shall be subject to the Lien of the membership interest Loan Documents (collectively, the “Disposition Conditions”)), (ii) Leases in effect on the date hereof or otherwise permitted by this Agreement, (iii) Permitted Transfers, (iv) easements and rights of way in the ordinary course of business that would not have a material adverse effect on the use, occupancy or access to the applicable Individual Property, and (v) subject to Section 5.3 hereof, transfers of portions of Individual Properties to Governmental Authorities for (1) dedication of such portion to a public use or (2) easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for purposes of public access, the placement of water and sewer lines, telephone and telegraph lines, electric lines or other utilities serving such Individual Property; provided no such transfers shall have any member adverse effect on the first priority position of the Lien of the Mezzanine A Pledge Agreement for the benefit of Mezzanine A Lender or the Lien of the applicable Mortgage for the benefit of Mortgage Lender or any profits or proceeds relating other Material Adverse Effect. In connection with any event specified in clause (i) above, Lender shall, from time to such membership interest; (vi) if a Restricted Party is a trust or nominee trusttime, any merger, consolidation or upon receipt of an officer’s certificate requesting the Sale or Pledge same and confirming satisfaction of the legal Disposition Conditions, execute a written instrument in form and substance reasonably satisfactory to Lender to confirm that such equipment or beneficial interest in a Restricted Party fixtures which are to be, or have been, sold or disposed of are free from the creation or issuance Lien of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; provided, Borrower shall reimburse Lender for its or its Servicer’s reasonable fees and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other expenses incurred in reviewing such instrument or under applicable law (including, without limitation, common law)and Borrower’s request.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor Operating Lessee nor any other Person having a direct or indirect ownership or beneficial interest in Borrower and/or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, Lien, assign or transfer any interest, direct or indirect, in a Restricted Party, the any Individual Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, in violation of the covenants and conditions set forth in the Mortgage Security Instrument and this Agreement (other than Permitted Encumbrances) (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower and/or Operating Lessee leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder (other than the Operating Lease) or a sale, assignment or other transfer of, or the grant of a security interest inin (other than Permitted Encumbrances), Borrower’s and/or Operating Lessee’s right, title and interest in and to any (A) Leases or any Rents other than in accordance with the Loan Documentsor (B) REAs; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with the Loan DocumentsSection 7.3 hereof; and (viii) or any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)) and/or (ix) any other action instituted by (or at the behest of) Borrower, Operating Lessee or their Affiliates or consented to or acquiesced in by Borrower, Operating Lessee or their Affiliates which results in a termination of an REA or any Material Agreements, which termination could reasonably be expected to result in a Material Adverse Effect. (c) Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof and an assumption of this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) payment of a transfer fee of 1% of outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) if required by Lender, receipt of a Rating Agency Confirmation with respect to the Prohibited Transfer, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Sections 3.1.24 and 4.2.11 hereof, (e) receipt of a New Non-Consolidation Opinion with respect to the Prohibited Transfer, (f) the ability of the transferee to satisfy Lender’s then current underwriting standards, (g) an opinion satisfactory to Lender that the Prohibited Transaction will not cause an Adverse REMIC Event and/or (h) such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender 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 upon a Prohibited Transfer without Lender’s consent. This provision shall apply to every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower, Operating Lessee and their respective stockholders, general partners and members, as provided applicable, and principals of Borrower and Operating Lessee in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower or Operating Lessee default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole each instance, subject to the provisions of Article 7 and absolute discretion)Section 5.3, neither Borrower Borrower, nor Operating Lessee, nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower Borrower, Operating Lessee or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted PartyBorrower, the Property Operating Lessee or any part thereofSPC Party, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower or Operating Lessee agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee (other than the Operating Lease) for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Operating Lessee, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, Operating Lessee, SPC Party, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, SPC Party, or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or indirect ownership interest in Borrower, Operating Lessee or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in otherwise expressly permitted pursuant to Article VIII hereof8, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor Sole Member nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Sole Member shall (a) sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property Borrower or any part thereofSole Member, whether voluntarily or involuntarily involuntarily, by operation of law or otherwise, or (each, b) permit or suffer any change in control of any Borrower (each of (a) and (b) a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2.1 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor, or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionstransactions by which an aggregate of more than 10% of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (iv) if a Restricted Party Borrower, Sole Member any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Sole Member or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Sole Member.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted Lender or withheld in Administrative Agent’s sole and absolute discretion)unless otherwise expressly permitted pursuant to this Agreement, neither Borrower nor Operating Lessee nor any other Person having a direct or indirect ownership or beneficial interest in Borrower and/or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, Lien, assign or transfer any interest, direct or indirect, in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, in violation of the covenants and conditions set forth in the Mortgage Security Instrument and this Agreement (collectively, “Prohibited Transfer”). (b) A Unless otherwise expressly permitted pursuant to this Agreement, a Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower and/or Operating Lessee leasing all or a substantial part of the Property (other than the Operating Lease) for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s and/or Operating Lessee’s right, title and interest in and to any (A) Leases or any Rents other than in accordance with the Loan Documentsor (B) REAs; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law); and/or (viii) the entering into of a PACE Transaction; provided, however, Prohibited Transfers shall not include (A) Permitted Encumbrances, (B) Permitted Equipment Leases, (C) transfers of worn out or obsolete FF&E that are replaced with property of equivalent value and functionality in the ordinary course of the operation of the Property, (D) any Property Sale effectuated in accordance with the terms of Section 8.1 hereof, or (E) any Permitted Equity Transfer effectuated in accordance with the terms of Section 8.2 hereof. (c) Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (i) a modification of the terms hereof and an assumption of this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (ii) payment of a transfer fee of 1% of outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (iii) if required by Lender, receipt of a Rating Agency Confirmation with respect to the Prohibited Transfer, (iv) the proposed transferee’s continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Sections 3.1.24 and 4.2.11 hereof, (v) if such transfer results in any Person owning in excess of forty-nine percent (49%) of the direct or indirect interests in Borrower, Operating Lessee or any SPC Party that did not own the same immediately prior to such Prohibited Transfer, receipt of a New Non-Consolidation Opinion with respect to the Prohibited Transfer, (vi) the ability of the transferee to satisfy Lender’s then current underwriting standards, (vii) an opinion satisfactory to Lender that the Prohibited Transaction will not cause an Adverse REMIC Event and/or (viii) such other conditions and/or legal opinions as Lender shall determine in its sole discretion to be in the interest of Lender. All reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender 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 upon a Prohibited Transfer without Lender’s consent. This provision shall apply to every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Agent and Lenders have examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property owned by Borrower as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Agent and Lenders have a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Agent can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Agent, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the a Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the a Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 8, neither Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or SPC Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Borrower, any SPC Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2.1 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, SPC Party, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, SPC Party, or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or indirect ownership interest in Borrower or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrowers acknowledge that Agent and each Lender has examined and relied on the experience of Borrowers, their members and principals of Borrowers in owning and operating properties such as provided the Properties in Article VIII hereofagreeing to make the Loan, without and will continue to rely on Borrowers’ ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrowers acknowledge that Agent and each Lender has a valid interest in maintaining the value of the Properties and the Collateral so as to ensure that, should Borrowers default in the repayment of the Debt or the performance of the Other Obligations, Agent and Lenders can recover the Debt by a sale of the Properties and/or the Collateral. (b) Without the prior written consent of Administrative Agent (which consent may be granted Agent, and except to the extent otherwise set forth in this Section 4.2, Borrowers shall not, and shall not permit any Borrower Party or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower shall or Sole Member, whether voluntarily or involuntarily, to do any of the following (collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign assign, grant options with respect to, lease, license, rent, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any interest, direct or indirect, in a Restricted Party, the Property or any part thereofthereof or any direct or indirect legal or beneficial interest therein or in any Borrower Party, whether voluntarily directly or involuntarily indirectly, at any tier of ownership, or (each, ii) permit a “Transfer”)Sale or Pledge of any direct or indirect interest in any Borrower Party or any Person having a direct or indirect ownership or beneficial interest in a Borrower Party, in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectivelyeach case, “Prohibited Transfer”)other than Permitted Transfers. (bc) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein any Borrower agrees to sell the Collateral, any Property or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower leasing all or a substantial part portion of the any Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsGross Revenue; (iii) if a Restricted Borrower Party or its direct or indirect owners is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Borrower Party or its direct or indirect owners is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Borrower Party or its direct or indirect owners is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non managing membership interests; (vi) if a Restricted Borrower Party or its direct or indirect owners is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted such Borrower Party or its direct or indirect owners or the creation or issuance of new legal or beneficial interests; (vii) any direct and/or indirect change of Control of any Borrower such that Guarantor no longer directly and/or indirectly Controls any Borrower; (viii) entering into any contract to do any of the removal foregoing (unless closing of such contract is conditioned on obtaining Agent’s consent); (ix) any surrender, termination, cancellation, change, amendment, supplementation or other modification of the replacement Ground Lease; or (x) any contractual arrangement intended to provide similar benefits (regardless of Manager whether or not such benefits are limited to economic participation, control and/or otherwise) to the counterparties thereto as would be obtained by consummating a Transfer. Notwithstanding any other than provision in this Agreement to the contrary (and notwithstanding the foregoing definition of “Transfer”)), for the avoidance of doubt, it is acknowledged and agreed that none of the following shall be treated as “Transfers” for purposes of this Agreement: (A) distributions of Available Cash to Borrower in accordance with Section 6.10.1(xii)(B) and any subsequent distribution of the Loan Documents; same to any Borrower Party, and (viiiB) any action for partition dispositions and/or replacements of Equipment and other personal property in accordance with Section 4.12, and/or (C) the payment of Operating Expenses, Approved Capital Expenditures and Approved Extraordinary Expenditures in the ordinary course of operations and maintenance of the Property Properties, subject to Borrowers’ compliance with Article 6 hereof. (or any portion thereof or interest thereind) or any similar action instituted or prosecuted by Borrower or by Notwithstanding anything to the contrary contained in this Section 4.2, and notwithstanding any other person or entityprovision of this Agreement, pursuant to any contractual agreement or other instrument or under applicable law the following Transfers (includingherein, without limitation, common law).the

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent Agent, Borrower shall not nor shall Borrower permit Guarantor or Master Tenant to: (which consent may be granted i) except as otherwise permitted herein or withheld in Administrative Agent’s sole and absolute discretion)by the Assignment of Membership Interests create, neither Borrower nor or permit the creation of, any other Person having a new direct or indirect ownership or beneficial interest in Borrower shall sellor Master Tenant, conveyor (ii) transfer, mortgage, grant, bargain, encumber, pledge, assign or permit the transfer any interest, direct or indirect, in a Restricted Party, the Property of (A) all or any part thereofof the Project, or any interest therein (other than Leases permitted hereunder), or (B) except as otherwise permitted herein or by the Assignment of Membership Interests any direct or indirect ownership interest in Borrower or Master Tenant (including any interest in the profits, losses or cash distributions in any way relating to the Project, Master Tenant or Borrower), or (iii) encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ on, or grant any other interest in, the Project or any part thereof (other than Leases permitted hereunder ) or take or fail to take any other action which would result in a Lien against the Project or the interest of Borrower in the Project or any ownership interest in Borrower or Master Tenant, whether voluntarily or involuntarily (each, a “Transfer”), except Liens in violation favor of Agent for the covenants benefit of Lender and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees Agent or Liens for purchase money indebtedness expressly permitted pursuant to sell the Property Section 7.9 herein or any part thereof for a price to be paid in installments; (ii) an agreement Liens which are being duly contested by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan Documents; (iii) if a Restricted Party is a corporationterms hereof, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; or (iv) if a Restricted Party is a limited enter into any easement or general partnership other agreement granting rights in or joint venture, any merger restricting the use or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge development of the partnership interest of any general Project, or limited partner or any profits or proceeds relating Agent acknowledges that Guarantor and BF Limited Partnership and Guarantor and Providence Health Systems-Washington have entered into those certain Purchase Contract and Sale Agreements dated March 22, 2006 and April ___, 2006, respectively (as amended from time to such partnership interests or time, collectively, the creation or issuance of new limited partnership interests; "Master Tenant Purchase Contracts"), pursuant to which Guarantor intends to purchase one hundred percent (v100%) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest interests in Master Tenant. Notwithstanding the foregoing provisions of any member or any profits or proceeds relating this Section 7.2, the direct ownership interests in Master Tenant may be sold to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or Guarantor pursuant to the Sale or Pledge terms of the legal Master Tenant Purchase Contracts so long as (i) after any such transaction (the "Master Tenant Acquisition"), Guarantor shall at all times own one hundred percent (100%) of the membership interests in Master Tenant free of all liens, claims and encumbrances and Guarantor shall have the authority to make all material business decisions for Master Tenant during the term of the Loan, (ii) all consents and approvals necessary or beneficial interest desirable in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance connection with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law Master Tenant Acquisition (including, without limitation, common law)all consents and approvals from the Washington Department of Social and Health Services) have been obtained from the applicable Governmental Authorities and copies thereof have been provided to Lender, (iii) Borrower gives Agent not less than five (5) days prior written notice of the closing of the Master Tenant Acquisition, (iv) Guarantor has delivered to Agent a pledge of one hundred percent (100%) of the ownership interests in Master Tenant pursuant to a pledge of membership interest substantially similar in form and substance to the Assignment of Membership Interests and any legal opinions required by Lender in connection therewith, (v) Master Tenant has delivered to Agent any legal opinions required by Lender with respect to the due authorization, execution, delivery and enforceability of the Subordination Agreement and the perfection of liens granted therein in favor of Agent, and (vi) Borrower executes such documents and takes such action and causes Master Tenant and Guarantor to execute such documents and take such action as are reasonably required by Agent in connection with the Master Tenant Acquisition. Borrower shall pay to Agent upon demand all costs and expenses incurred by Agent and Lender (including, without limitation, reasonable attorney's fees and search costs) in connection with the Master Tenant Acquisition. Absent a default under this Agreement or under any of the other Loan Documents, the Management Agreement may be terminated by Guarantor and Master Tenant solely in connection with the Master Tenant Acquisition. Borrower shall promptly deliver to Lender written evidence of such termination.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (Mezzanine Lender, which consent may be granted given or withheld in Administrative Agent’s Mezzanine Lender's sole and absolute discretion), but, in each instance, subject to the provisions of Article 8, neither Borrower any Borrower, any Owner nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower or any Owner shall (and such Borrower shall not permit such Owner to) sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer (i) any 363 Individual Property or any part thereof, (ii) the Collateral or any part thereof or (iii) any interest, direct or indirect, in a Restricted Partyany Borrower, the Property or any part thereofOwner, any SPC Party whether voluntarily or involuntarily (each, a “Transfer”"TRANSFER"), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer SECTION 4.2.1 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower any Owner agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower any Owner leasing all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s any Owner's right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party any Borrower, any Owner, either Guarantor or any general partner, managing member or controlling shareholder of such Borrower, such Owner or such Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionstransactions by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; (iv) if a Restricted Party any Borrower, any Owner, either Guarantor or any general partner, managing member or controlling shareholder of such Borrower, such Owner, or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating member, except to the extent such partnership interests or the creation or issuance of new limited partnership interestsTransfer is a Permitted Transfer under SECTION 8.1; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or indirect ownership interest in any Borrower or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (Owner or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership and leasing of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted Lender, and except to the extent otherwise set forth in this Section 4.2 or withheld in Administrative Agent’s sole and absolute discretion)Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in either Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofeither Borrower, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein a Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by a Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, Guarantor or any general partner, managing member or controlling shareholder of a Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, any Guarantor or any general partner, managing member or controlling shareholder of a Borrower or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member (v) if a Restricted Party is a limited liability companyany surrender, any merger termination, cancellation or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge assignment of the membership interest of any member or any profits or proceeds relating to such membership interestOperating Lease; (vi) if a Restricted Party is a trust any surrender, termination, cancellation, amendment, supplementation or nominee trust, any merger, consolidation or the Sale or Pledge other modification of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; Condominium Documents and (vii) the removal any pledge, hypothecation, assignment, transfer or the replacement other encumbrance of Manager other than any direct or indirect ownership interest in Borrower (provided that a Transfer shall not include a Management Agreement or Lease provided such Management Agreement or Lease is entered into strictly in accordance with the limitations of this Agreement and the other Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its general partners and managing members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower, its sole member or any general partner, managing member or controlling shareholder of Borrower or its sole member is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, its sole member or any general partner, managing member or controlling shareholder of Borrower or its sole member is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning the Collateral and in causing Owner to operate properties such as the Property and the Worldwide Plaza Amenities in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Collateral as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Collateral, the Property, the Worldwide Plaza Amenities, the Membership Interests and the Pledged Mortgages so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower Borrower, Owner, any WWP Amenities Subsidiary nor any other Person having a direct or indirect ownership or beneficial interest in Borrower Borrower, Owner or any WWP Amenities Subsidiary shall sell, convey, mortgage, grant, release, bargain, encumber, pledge, assign or transfer the Collateral, the Property, the Worldwide Plaza Amenities, or any part thereof, or any interest, direct or indirect, in a Restricted PartyBorrower, the Property any WWP Amenities Subsidiary or any part thereof, Owner whether voluntarily or involuntarily involuntarily, or the Pledged Mortgages or any documents related thereto or any amendment, supplement or other modification to such documents (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower Worldwide Plaza Owner agrees to sell the Property (or Amenities Owner agrees to sell the Worldwide Plaza Amenities) or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Worldwide Plaza Owner or Amenities Owner for the leasing of all or a substantial part of the Property or the Worldwide Plaza Amenities, as applicable, for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerWorldwide Plaza Owner’s or Amenities Owner’s right, title and interest in and to any Leases or any Rents (other than in accordance with the Loan Documentsexisting security interest evidenced by the Amenities Mortgages); (iii) if a Restricted Party Borrower, Owner, any WWP Amenities Subsidiary, Guarantors or any general partner, managing member or controlling shareholder of Borrower, Owner, any WWP Amenities Subsidiary or Guarantors is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, Owner, any WWP Amenities Subsidiary, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, Owner, any WWP Amenities Subsidiary, or any Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or indirect ownership interest in Borrower, Owner or any profits or proceeds relating to such membership interestWWP Amenities Subsidiary; and (vi) if EOP-NYCCA causing the delivery of a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge transfer notice under clause (ii) of Section 10.1 of the legal Recapitalization Agreement; provided, that a Transfer shall not include a sale, assignment or beneficial interest other transfer of limited partnership interests in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than Amenities Owner made in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common lawSection 7.2(g).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a with respect to any corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party is a with respect to any limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing member, non-managing member, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member, (v) if a Restricted Party is a limited liability companyany action or occurrence which results in Key Principal no longer Controlling Borrower, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; and (vi) if a Restricted Party is a trust any pledge, hypothecation, assignment, transfer or nominee trust, other encumbrance of any merger, consolidation direct or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its Controlling owners, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower or any general partner, managing member or controlling shareholder of Borrower is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower or any general partner, managing member or controlling shareholder of Borrower is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower. Nothing herein shall restrict Borrower from entering into a Restricted Party is a limited liability company, any merger or consolidation or purchase and sale agreement for the change, removal, resignation or addition Property in anticipation of a managing member Transfer and Assumption or non-member manager (prepayment that is permitted hereunder or if no managing memberotherwise approved by Lender, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating provided that in connection with an anticipated Transfer and Assumption, Borrower’s obligations under such purchase and sale agreement are expressly subject to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance compliance with the Loan Documents; terms and (viii) any action for partition provisions of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant this Agreement with respect to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)a Transfer and Assumption.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its Controlling owners, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, except as permitted in this Agreement or the other Loan Documents, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party Borrower or any general partner, managing member or controlling shareholder of Borrower is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower or any general partner, managing member or controlling shareholder of Borrower is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower. Nothing herein shall restrict Borrower from entering into a Restricted Party is a limited liability company, any merger or consolidation or purchase and sale agreement for the change, removal, resignation or addition Property in anticipation of a managing member Transfer and Assumption or non-member manager (prepayment that is permitted hereunder or if no managing memberotherwise approved by Lender, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating provided that in connection with an anticipated Transfer and Assumption, Borrower’s obligations under such purchase and sale agreement are expressly subject to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance compliance with the Loan Documents; terms and (viii) any action for partition provisions of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant this Agreement with respect to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)a Transfer and Assumption.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in to the extent permitted pursuant to Article VIII hereof8, neither Borrower nor any other Restricted Party shall, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, assign assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or transfer grant any interest, direct or indirect, other interest in a Restricted Party, the Property or any part thereofthereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any other Restricted Party, whether directly or indirectly, voluntarily or involuntarily involuntarily, by operation of law or otherwise (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement Section 4.2.1 shall be deemed to include (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof or interest therein for a price to be paid in installments; (iib) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a Tenant space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iiic) if a Borrower or any other Restricted Party is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock such that such corporation’s stock shall be vested in one a party or a series parties who are not now stockholders or any change in the control of transactionssuch corporation; (ivd) if a Borrower or any other Restricted Party is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member, the Sale voluntary or Pledge involuntary transfer of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or partner, the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger the voluntary or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge involuntary transfer of the membership interest of any joint venturer or member or any profits the creation or proceeds relating to such membership interestissuance of new non-managing member interests; and (vie) if a Borrower or any other Restricted Party is a trust or nominee trust, any merger, consolidation the voluntary or the Sale or Pledge involuntary transfer of the legal or beneficial interest in a Restricted Party such trust or nominee trust or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning the Collateral and in causing Senior Borrower to operate properties such as the Property in agreeing to make the Loan, without and will continue to rely on Borrower’s ownership of the Collateral as a means of maintaining the value of the Collateral and the Property as security for repayment of the Debt and the performance of the Other Obligations. Without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower, Senior Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Senior Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Collateral or the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property Borrower or any part thereofSenior Borrower, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) the sale of any Individual Property or any part 36 Mezzanine Loan Agreement thereof pursuant to an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Senior Borrower for the leasing of all or a substantial part of the any Individual Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Senior Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance Gross Revenue (provided, that, any Leases to Tenants such as WeWork Companies Inc. and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with the Loan Documentsthis provision); (iii) if a Restricted Party Borrower, Senior Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Senior Borrower or Guarantor is a corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party Borrower, Senior Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Senior Borrower or Guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing partner, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interestsmember; and (v) if a Restricted Party is a limited liability companyany pledge, any merger hypothecation, assignment, transfer or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest other encumbrance of any member direct or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Senior Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as provided applicable, and principals of Borrower in Article VIII hereofowning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Administrative Agent (which consent may be granted or withheld Lender, but, in Administrative Agent’s sole and absolute discretion)each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any part thereofBorrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (each, a “Transfer”), in violation . A Transfer within the meaning of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer Section 4.2 shall include, but not be limited to, deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a with respect to any corporation, any mergerthe voluntary or involuntary sale, consolidation conveyance or Sale or Pledge transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactionsstock; (iv) if a Restricted Party is a with respect to any limited or general partnership partnership, joint venture or joint venturelimited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner partner, managing member, non-managing member, limited partner, joint venturer or member or the Sale or Pledge transfer of the partnership interest of any general partner or limited partner or the transfer of the interest of any profits joint venturer or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; member, (v) if a Restricted Party is a limited liability company, any merger action or consolidation or occurrence which results in the change, removal, resignation or addition of a managing member or non-member manager (or if Key Principal Ownership/Control Conditions to no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; longer be satisfied and (vi) if a Restricted Party is a trust any pledge, hypothecation, assignment, transfer or nominee trust, other encumbrance of any merger, consolidation direct or the Sale or Pledge of the legal or beneficial indirect ownership interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law)Borrower.

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without Without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower Borrower, Security Guarantor, nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Security Guarantor shall sell, convey, mortgage, grant, bargain, encumber, pledge, Lien, assign or transfer any interest, direct or indirect, in a Restricted Party, the any Individual Property or any material part thereof, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, in violation of the covenants and conditions set forth in the Mortgage Security Instrument and this Agreement (collectively, “Prohibited Transfer”). (b) A Subject to Section 8.2, a Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower Security Guarantor agrees to sell the any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Security Guarantor leasing all or a substantial part of the any Individual Property for other than actual occupancy by a Tenant thereunder (or occupancy by a hotel guest, including hotel guests that have booked arrangements through room/bed block agreements entered into in the ordinary course of business) or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerSecurity Guarantor’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with the Loan DocumentsSection 7.3 hereof; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law), or (ix) the entering into of a PACE Transaction. (c) Agent reserves the right to condition the consent to a Prohibited Transfer requested hereunder (which shall exclude any Permitted Transfers made in accordance with this Agreement) upon (a) a modification of the terms hereof and an assumption of this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) if the Loan will be assumed by a third party, the payment of an assumption fee of 1% of outstanding principal balance of the Loan and all of Agent’s and Lender’s reasonable out-of-pocket expenses incurred in connection with the approval thereof, (c) intentionally omitted, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Sections 3.1.24 and 4.2.11 hereof, (e) the ability of the transferee to satisfy Agent’s and Lender’s then current underwriting standards, and/or (f) such other conditions and/or legal opinions as Agent shall determine in its sole discretion to be in the interest of Lender. All expenses incurred by Agent and/or Lender shall be payable by Borrower and/or Security Guarantor whether or not Agent consents to the Prohibited Transfer. Agent 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 upon a Prohibited Transfer without Agent’s consent. This provision shall apply to every Prohibited Transfer, whether or not Agent has consented to any previous Prohibited Transfer. (d) Notwithstanding the foregoing, Agent’s consent shall not be required in connection with the conveyance of the Release Parcel to JCSD Trustee Services Limited, or such other nominee as Sagicor Life Jamaica Limited shall indicate, and such conveyance shall not constitute a Prohibited Transfer. Agent shall duly execute and deliver to Jamaica Security Guarantor a Partial Discharge of Charge and Authority to Complete Missing Information substantially in the form of the documents set forth on Exhibit 3 attached hereto, and such other documents as may be reasonably required to effect the release of the Release Parcel (such additional documents, if any, to be in form and substance reasonably acceptable to the parties thereto), together with the relevant certificates of title necessary to effect the release of the Release Parcel free of the Liens and security interests created by the applicable Security Instruments, with power to deliver such documents to the attorneys for Sagicor Life Jamaica Limited on or before the signing hereof. Agent shall further reasonably cooperate with Borrower and Security Guarantor in executing such other documents and instruments and doing all such other acts and things as may be reasonably required to effect the conveyance of the Release Parcel as aforesaid..

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, hypothecate, assign or transfer any interest, direct or indirect, in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Sweep Event Period) or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interestinterest (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Sweep Event Period); (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement resignation of Manager (excluding an Affiliated Manager) other than in accordance with the Loan DocumentsSection 7.3; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law) (an “Action For Partition”).

Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion)Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, divide into two (2) or more limited liability companies or other legal entities, assign or transfer any interest, direct or indirect, in a Restricted Party, the any Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein any Borrower agrees to sell the any Property or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower leasing all or a substantial part of the any Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan DocumentsRents; (iii) if a Restricted Party is a corporation, any merger, consolidation consolidation, division into two (2) or more legal entities or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation consolidation, any division into two (2) or more legal entities or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Management Sweep Period) or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation consolidation, any division into two (2) or more legal entities or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interestinterest (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Management Sweep Period); (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation consolidation, any division into two (2) or more legal entities or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with the Loan DocumentsSection 7.3; and (viii) any action for partition of the any Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law).