Common use of Restrictions on Transfer and Encumbrance Clause in Contracts

Restrictions on Transfer and Encumbrance. Borrower acknowledges that the identity, creditworthiness and experience of Borrower and its constituents are material to Lender’s decision to make the Loan. Except as expressly provided in this Agreement, or as otherwise may be consented to by Lender (which consent may be withheld in Lender’s sole and absolute discretion), Borrower shall not cause or suffer to occur any (a) sale, transfer, pledge, or encumbrance of (i) all or any part of the Property or any direct or indirect interest therein, or (ii) any direct or indirect ownership or beneficial interest in any Borrower, any Individual Mortgage Borrower, irrespective of the number of tiers of ownership or tiers of beneficial interest, or any profits or proceeds of any such direct or indirect ownership interest, or (b) any change of Control of any Borrower, any Individual Mortgage Borrower or any member or shareholder of any Borrower or any Individual Mortgage Borrower (any of the foregoing, a “Transfer”). Any consent by Lender, if granted, may be subject to satisfaction of such conditions as Lender may specify. The term “Transfer” shall also include the creation or issuance of new stock, membership interests, partnership interests or other ownership or beneficial interests in any Borrower, any Individual Mortgage Borrower or in any entity that owns, directly or indirect, any interest in any Borrower or any Individual Mortgage Borrower, or any merger, Division or consolidation of any such Person; provided, however, that in no event shall the term “Transfer” include any cash distributions made to any direct or indirect partner, stockholder, member, beneficiary or other constituent of Borrower.

Restrictions on Transfer and Encumbrance. Borrower acknowledges that the identity, creditworthiness and experience of Borrower and its constituents are material to Lender’s decision to make the Loan. Except as expressly provided in this Agreement, or as otherwise may be consented to by Lender (which consent may be withheld in Lender’s sole and absolute discretion), Borrower shall not cause or suffer to occur any (a) sale, transfer, pledge, or encumbrance of (i) all or any part of the Property or any direct or indirect interest therein, or (ii) any direct or indirect ownership or beneficial interest in any Borrower, any Individual Mortgage Borrower, irrespective of the number of tiers of ownership or tiers of beneficial interest, or any profits or proceeds of any such direct or indirect ownership interestinterest (other than the pledge of direct or indirect ownership interests in Borrower as collateral for the Mezzanine Loan), or (bor(b) any change of Control of any Borrower, any Individual Mortgage Borrower or any member or shareholder of any Borrower or any Individual Mortgage Borrower (any of the foregoing, a “Transfer”). Any consent by Lender, if granted, may be subject to satisfaction of such conditions as Lender may specify. The term “Transfer” shall also include the creation or issuance of new stock, membership interests, partnership interests or other ownership or beneficial interests in any Borrower, any Individual Mortgage Borrower or in any entity that owns, directly or indirect, any interest in any Borrower or any Individual Mortgage Borrower, or any merger, Division or consolidation of any such Person; provided, however, that in no event shall the term “Transfer” include any cash distributions made to any direct or indirect partner, stockholder, member, beneficiary or other constituent of any Individual Borrower.