Common use of Transfers and Encumbrances Clause in Contracts

Transfers and Encumbrances. Obligors shall not assign, transfer, convey, encumber or hypothecate any of its direct or indirect interest in any of the Collateral or of any interest in any Obligor absent Lender’s prior written consent which may be withheld or conditioned in Lender’s sole and absolute discretion, except as expressly permitted in the Security Instruments or in Section 9.13 or Section 10 hereof. Notwithstanding the foregoing, the following transfers shall be permitted: (a) Transfers of up to 50% of the outstanding limited partnership interests in the Borrower shall be permitted so long as the balance of the partnership interests are owned, directly or indirectly by the Guarantor which continues to control the Borrower as the sole member of Gladstone Land Partners, LLC, a Delaware limited liability company (“Gladstone Partners”), and so long as (a) such transfers shall comply with the governing documents of Borrower, all applicable state and federal laws and not result in the breach of any of the representations or warranties contained in the Loan Documents; (b) Gladstone Partners remains the general partner of the Borrower; (c) Lender shall be provided with thirty (30) days’ prior written notice of such transfer if affecting more than 25% of the total partnership interests in the Borrower, together with copies of the related documents sufficient to demonstrate compliance with Sections 4.20 and 4.21 above; (d) following the completion of such transfer, and at all times during the term of the Loan, (i) each Property Owner shall remain wholly owned and controlled by Borrower, and (ii) the Adviser, or a sub-adviser thereof, shall continue to manage, control and act as the investment adviser to the Guarantor, and indirectly to Gladstone Partners, Borrower and the Property Owners, and (iii) one or more Key Principals shall remain an executive officer or director of the Guarantor, and (iv) there shall have been no material change in the investment strategy of the Guarantor. Borrower shall provide Beneficiary with all documentation or other assurances reasonably requested by Beneficiary to demonstrate compliance with the foregoing; (b) Transfers or issuances of publicly-traded stock in the Guarantor, provided that if more than 25% of the outstanding stock is acquired by one or more Persons, acting as a group, following the date of this Agreement, written notice of such transfer(s) shall be provided to Lender accompanied by information sufficient for Lender to confirm the continued accuracy of the representations set forth in Sections 4.20 and 4.21 above, and further provided that Borrower shall provide to Lender at its request from time to time during the term of the Loan a complete list of all current shareholders in the Guarantor; and (c) Lender will consent to transfers of Collateral between one or more Property Owners to one or more other Property Owners so long as: (i) no Event of Default has occurred or then exists; (ii) Lender is provided with thirty (30) days’ prior written notice of such transfer accompanied by copies of the documentation used to effect such a transfer and information sufficient for the Lender to confirm the current accuracy of the representations and warranties in the Loan Documents including those in Section 4 hereof; (iii) Lender shall be provided, at Borrower’s cost, with an endorsement to its title insurance policy insuring the continued first priority lien of its Security Instrument upon and following such transfer; (iv) Obligors shall execute and provide such additional documents as Lender may require to confirm the current status of the Loan and the authority of the parties to the transaction, their respective obligations arising under the Loan and the Lender’s first priority liens under the Security Loan Agreement Loan Nos. 196914 and 196915 Gladstone Land Portfolio 75738955.8 0053564-00150 Instruments; and (v) Borrower reimburses Lender for all costs and expenses incurred in connection with such consent including without limitation title and recording charges and reasonable expenses of outside legal counsel as well as Lender’s customary servicing fee.

Transfers and Encumbrances. Obligors shall not assign, transfer, convey, encumber or hypothecate any of its direct or indirect interest in any of the Collateral or of any interest in any Obligor absent Lender’s prior written consent which may be withheld or conditioned in Lender’s sole and absolute discretion, except as expressly permitted in the Security Instruments or in Section 9.13 or Section 10 hereof. Notwithstanding the foregoing, the following transfers shall be permitted: (a) Transfers of up to 50% of the outstanding limited partnership interests in the Borrower shall be permitted so long as the balance of the partnership interests are owned, directly or indirectly by the Guarantor which continues to control the Borrower as the sole member of Gladstone Land Partners, LLC, a Delaware limited liability company (“Gladstone Partners”)General Partner, and so long as (a) such transfers shall comply with the governing documents of Borrower, all applicable state and federal laws and not result in the breach of any of the representations or warranties contained in the Loan Documents; (b) Gladstone Partners General Partner remains the general partner of the Borrower; (c) Lender shall be provided with thirty (30) days’ prior written notice of such transfer if affecting more than 25% of the total partnership interests in the Borrower, together with copies of the related documents sufficient to demonstrate compliance with Sections 4.20 and 4.21 above; (d) following the completion of such transfer, and at all times during the term of the Loan, (i) each Property Owner shall remain wholly owned and controlled by Borrower, and (ii) the Adviser, or a sub-adviser thereof, shall continue to manage, control and act as the investment adviser to the Guarantor, and indirectly to Gladstone PartnersGeneral Partner, Borrower and the Property Owners, and (iii) one or more Key Principals shall remain an executive officer or director of the Guarantor, and (iv) there shall have been no material change in the investment strategy of the Guarantor. Borrower shall provide Beneficiary with all documentation or other assurances reasonably requested by Beneficiary to demonstrate compliance with the foregoing; (b) Transfers or issuances of publicly-traded stock in the Guarantor, provided that if more than 25% of the outstanding stock is acquired by one or more Persons, acting as a group, following the date of this Agreement, written notice of such transfer(s) shall be provided to Lender accompanied by information sufficient for Lender to confirm the continued accuracy of the representations set forth in Sections 4.20 and 4.21 above, and further provided that Borrower shall provide to Lender at its request from time to time during the term of the Loan a complete list of all current shareholders in the Guarantor; and (c) Lender will consent to transfers of Collateral between one or more Property Owners to one or more other Property Owners so long as: (i) no Event of Default has occurred or then exists; (ii) Lender is provided with thirty (30) days’ prior written notice of such transfer accompanied by copies of the documentation used to effect such a transfer and information sufficient for the Lender to confirm the current accuracy of the representations and warranties in the Loan Documents including those in Section 4 hereof; (iii) Lender shall be Loan Agreement Gladstone 2020 Facility Loan Nos. 196915, 198677 & 200539 105131550 0053564-00437 provided, at Borrower’s cost, with an endorsement to its title insurance policy insuring the continued first priority lien of its Security Instrument upon and following such transfer; (iv) Obligors shall execute and provide such additional documents as Lender may require to confirm the current status of the Loan and the authority of the parties to the transaction, their respective obligations arising under the Loan and the Lender’s first priority liens under the Security Loan Agreement Loan Nos. 196914 and 196915 Gladstone Land Portfolio 75738955.8 0053564-00150 Instruments; and (v) Borrower reimburses Lender for all costs and expenses incurred in connection with such consent including without limitation title and recording charges and reasonable expenses of outside legal counsel as well as Lender’s customary servicing fee.