Restrictions on Transfer and Encumbrance. Except as expressly permitted in this Article XI, no Borrower shall cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than Permitted Encumbrances) of (i) all or any part of any of the Properties or any interest therein, or (ii) any direct or indirect ownership or beneficial interest in any Borrower or Sole Member, irrespective of the number of tiers of ownership or any profits or proceeds of any such direct or indirect ownership interest, or (iii) any change of control of any Borrower or Sole Member (any of the foregoing, a “Transfer”) without the prior written consent of Lender, which Lender may withhold in its sole and absolute discretion.
Appears in 2 contracts
Sources: Loan and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Loan and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Restrictions on Transfer and Encumbrance. Except as expressly permitted in this Article XI, no Borrower shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than Permitted Encumbrances) of (i) all or any part of any of the Properties Individual Property or any interest therein, or (ii) any direct or indirect ownership or beneficial interest in any Borrower or Sole MemberBorrower, irrespective of the number of tiers of ownership or any profits or proceeds of any such direct or indirect ownership interest, or (iii) any change of control of any Borrower or Sole Member (any of the foregoing, a “Transfer”) without the prior written consent of Lender, which Lender may withhold in its sole and absolute discretion.
Appears in 1 contract