Common use of Additional Permitted Transfers Clause in Contracts

Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Grantor may, without the consent of Beneficiary, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of such Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of such Property, (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent to the applicable Improvement (together with parking ancillary thereto, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmation, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), (ii), (iii), and (iv) shall materially impair the utility and operation of the applicable Property or materially adversely affect the value of the applicable Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Grantor shall receive any net proceeds in connection with any such transfer or other conveyance, Grantor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Grantor in excess of the cost of such Alterations shall be deposited in the Tenant Improvement and Leasing Commission Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48 hereof, and shall be available to Grantor for use in performing any further Alterations or with respect to the Properties. Any amounts held in such account shall be invested in accordance with Section 3(m) of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment of the Notes in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d), Beneficiary shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clauses (i), (iii) and (iv) above, to release the portion of a Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In addition, in the case of a release pursuant to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification Opinion. All Taking Proceeds shall be applied in accordance with the provisions of Section 6 hereof. (e) Not less than fifteen (15) Business Days prior to the closing of any transaction subject to the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 57

Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Grantor Borrower may, without the consent of BeneficiaryLender, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of such a Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of such the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent to the applicable Improvement (together with parking ancillary thereto, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmation, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), ) and (ii), (iii), and (iv) shall materially impair the utility and operation of the applicable such Property or materially adversely affect the value of the applicable such Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Grantor Borrower shall receive any net proceeds in connection with any such transfer or other conveyance, Grantor Borrower shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Grantor Borrower in excess of the cost of such Alterations shall be deposited in the Tenant Improvement and Leasing Commission FF&E Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48 48(a) hereof, and shall be available to Grantor Borrower for use in performing any further Alterations or with respect to the Propertiesother Alterations. Any amounts held in such account shall be invested in accordance with Section 3(m3(s) of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment of the Notes in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d), Beneficiary Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clauses clause (i), (iii) and (iv) above, to release the portion of a such Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary Lender of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In addition, in the case of a release pursuant to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification Opinion. All Taking Proceeds shall be applied in accordance with the provisions of Section 6 hereof. (e) Not less than fifteen (15) Business Days prior to the closing of any transaction subject to the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 57:

Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Grantor may, without the consent of Beneficiary, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of such Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of such Property, (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, and (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent to the applicable Improvement (together with parking ancillary thereto, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to written reaffirmation by the Rating Agency ConfirmationAgencies that such transfer or ground lease shall not adversely affect the then ratings of any securities backed in part by this Mortgage, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), (ii), and (iii), and (iv) shall materially impair the utility and operation of the applicable Property or materially adversely affect the value of the applicable Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Grantor shall receive any net proceeds in connection with any such transfer or other conveyance, Grantor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Grantor in excess of the cost of such Alterations shall be deposited in the Tenant Improvement and Leasing Commission Capital Expenditure Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48 48(b) hereof, and shall be available to Grantor for use in performing any further or other Alterations or with respect to the Properties. Any amounts held in such account shall be invested in accordance with [Section 3(m) 3(j)] of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment of the Notes Note in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d), ) Beneficiary shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clauses (i), (iii) and (iv) above, to release the portion of a Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In addition, in the case of a release pursuant to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification Opinion. All Taking Proceeds shall be applied in accordance with the provisions of Section 6 hereof. (e) Not less than fifteen (15) Business Days prior to the closing of any transaction subject to the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 57:

Additional Permitted Transfers. Notwithstanding anything to the above provisions contrary contained in this Agreement (but subject to Section 2.3 hereof), in furtherance of this Section 11, Grantor may5(b) of the MW Contribution Agreement, without complying with the consent terms of BeneficiarySections 3.1-3.3 hereof or Article IV hereof (a) any Executive Stockholder (other than MW) may Transfer Common Stock or Junior Preferred Stock to MW (or his Permitted Transferees) and (b) MW (or his Permitted Transferees) may Transfer Common Stock or Junior Preferred Stock to any Original Holder (other than a GEI Party) or any Management Participant; provided, (i) make immaterial transfers of portions of that if the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a Property party to Governmental Authorities for dedication or public use (this Agreement, such Transfer shall be subject to the provisions of Section 6 hereof) or, portions of such Property to third parties, including owners of outparcels, or other properties for delivery by the purpose of erecting and operating additional structures whose use is integrated with the use of such Property, (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent Executive Stockholder to the applicable Improvement (together with parking ancillary theretoCompany and the Stockholders of a duly executed agreement to be bound by the terms of this Agreement as an “Executive Stockholder.” For purposes of this Agreement, “Management Participant” means an individual who is, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmation, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), (ii), (iii), and (iv) shall materially impair the utility and operation of the applicable Property date hereof, an officer or materially adversely affect the value employee of the applicable Property taken as Company or a whole. In addition, it shall Subsidiary and who continues to be a condition to any transfer set forth in clauses (iii), an officer or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Grantor shall receive any net proceeds in connection with any such transfer or other conveyance, Grantor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Grantor in excess employee of the cost of such Alterations shall be deposited in the Tenant Improvement and Leasing Commission Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48 hereof, and shall be available to Grantor for use in performing any further Alterations Company or with respect to the Properties. Any amounts held in such account shall be invested in accordance with Section 3(m) a Subsidiary as of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment date of the Notes in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d), Beneficiary shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clauses Transfer (i), (iii) and (iv) above, to release the portion of a Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In additionthan, in the case of a release pursuant Transfer of Common Stock or Junior Preferred Stock back to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification OpinionMW or the Company). All Taking Proceeds The terms of any Transfer described in this Section 2.7 shall be applied set out in accordance a separate agreement (a “Separate Agreement”) between the Executive Stockholder and MW, which may contain such voting provisions, rights of first refusal, rights of first offer, call rights and other provisions governing Transfers of Common Stock and Junior Preferred Stock between MW and the other Executive Stockholder as they mutually agree; provided, that the terms of any such Separate Agreement shall be reasonably satisfactory to GEI. MW shall provide the Company and GEI with a copy of any such Separate Agreement. The Transfer provisions of the Separate Agreement shall take precedence over the provisions of Section 6 Article III and Article IV hereof; provided, that (x) no such provisions shall provide for any Common Stock or Junior Preferred Stock to be Transferred to any person other than an Executive Stockholder who is or becomes party to this Agreement and (y) if an Executive Stockholder does not exercise its rights pursuant to such Separate Agreement, then the provisions of this Agreement shall apply to any proposed Transfer by any Executive Stockholder. (e) Not less than fifteen (15) Business Days prior In the event that a Separate Agreement does not contain provisions relating to voting, rights of first refusal, rights of first offer, call rights and other provisions governing Transfer of Common Stock and Junior Preferred Stock between MW and the closing of any transaction subject relevant Executive Stockholder, the parties to such Separate Agreement may request that the Company and the other Stockholders amend this Agreement to include such provisions, and the Company, the Executive Stockholders and the GEI Parties shall use commercially reasonable efforts to effect such amendments hereto; provided, that such amendments are reasonably satisfactory to GEI and are not inconsistent with the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 572.7.

Additional Permitted Transfers. Notwithstanding anything to the above provisions contrary contained in this Agreement (but subject to Section 2.3 hereof), in furtherance of this Section 11, Grantor may5(b) of the MW Contribution Agreement, without complying with the consent terms of BeneficiarySections 3.1-3.3 hereof or Article IV hereof (a) any Executive Stockholder (other than MW) may Transfer Common Stock or Junior Preferred Stock to MW (or his Permitted Transferees) and (b) MW (or his Permitted Transferees) may Transfer Common Stock or Junior Preferred Stock to any Original Holder (other than a GEI Party) or any Management Participant; provided, (i) make immaterial transfers of portions of that if the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a Property party to Governmental Authorities for dedication or public use (this Agreement, such Transfer shall be subject to the provisions of Section 6 hereof) or, portions of such Property to third parties, including owners of outparcels, or other properties for delivery by the purpose of erecting and operating additional structures whose use is integrated with the use of such Property, (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent Executive Stockholder to the applicable Improvement (together with parking ancillary theretoCompany and the Stockholders of a duly executed agreement to be bound by the terms of this Agreement as an “Executive Stockholder.” For purposes of this Agreement, “Management Participant” means an individual who is, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmation, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), (ii), (iii), and (iv) shall materially impair the utility and operation of the applicable Property date hereof, an officer or materially adversely affect the value employee of the applicable Property taken as Company or a whole. In addition, it shall Subsidiary and who continues to be a condition to any transfer set forth in clauses (iii), an officer or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Grantor shall receive any net proceeds in connection with any such transfer or other conveyance, Grantor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Grantor in excess employee of the cost of such Alterations shall be deposited in the Tenant Improvement and Leasing Commission Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48 hereof, and shall be available to Grantor for use in performing any further Alterations Company or with respect to the Properties. Any amounts held in such account shall be invested in accordance with Section 3(m) a Subsidiary as of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment date of the Notes in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d), Beneficiary shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clauses Transfer (i), (iii) and (iv) above, to release the portion of a Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In additionthan, in the case of a release pursuant Transfer of Common Stock or Junior Preferred Stock back to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification OpinionMW or the Company). All Taking Proceeds The terms of any Transfer described in this Section 2.7 shall be applied set out in accordance a separate agreement (a “Separate Agreement”) between the Executive Stockholder and MW, which may contain such voting provisions, rights of first refusal, rights of first offer, call rights and other provisions governing Transfers of Common Stock and Junior Preferred Stock between MW and the other Executive Stockholder as they mutually agree; provided, that the terms of any such Separate Agreement shall be reasonably satisfactory to GEI. MW shall provide the Company and GEI with a copy of any such Separate Agreement. The Transfer provisions of the Separate Agreement shall take precedence over the provisions of Section 6 Article III and Article IV hereof; provided, that (x) no such provisions shall provide for any Common Stock or Junior Preferred Stock to be Transferred to any person other than an Executive Stockholder who is or becomes party to this Agreement and (y) if an Executive Stockholder does not exercise its rights pursuant to such Separate Agreement, then the provisions of this Agreement shall apply to any proposed Transfer by any Executive Stockholder. (e) Not less than fifteen (15) Business Days prior In the event that a Separate Agreement does not contain provisions relating to voting, rights of first refusal, rights of first offer, call rights and other provisions governing Transfer of Common Stock and Junior Preferred Stock between MW and the closing of any transaction subject relevant Executive Stockholder, the parties to such Separate Agreement may request that the Company and the other Stockholders amend this Agreement to include such provisions and the Company, the Executive Stockholders and the GEI Parties shall use commercially reasonable efforts to effect such amendments hereto; provided, that such amendments are reasonably satisfactory to GEI and are not inconsistent with the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 572.7.

Additional Permitted Transfers. Notwithstanding the above provisions of this Section 1112, Grantor mayand so long as no Event of Default shall have occurred and be continuing, Mortgagor without the consent of Beneficiary, Mortgagee may (i) make immaterial transfers of immaterial portions of a Property the Real Estate to Governmental Authorities in connection with Takings of such portions of the Real Estate for dedication or public use (subject to the provisions of Section 6 7 hereof) or, or non revenue-generating (as of the date hereof) portions of such Property the Real Estate to third parties, including including, without limitation, owners of outparcels, department store pads or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of such the Mortgaged Property, provided same shall not cause a reduction in the Mortgaged Property cash-flow, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent to the applicable Improvement (together with parking ancillary thereto, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmationpurposes, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), ) and (ii), (iii), and (iv) shall (A) materially impair the utility and operation of the applicable Property Real Estate, or (B) materially adversely affect the value of the applicable Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occurReal Estate. If Grantor Mortgagor shall receive any net proceeds consideration in connection with any such transfer or other conveyance, Grantor Mortgagor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any Any net proceeds received by Grantor Mortgagor in excess of the cost of such Alterations shall be deposited paid to Mortgagee in repayment of the Tenant Improvement and Leasing Commission Reserve Account Mortgage Notes on the next Interest Payment Date occurring at least ten (10) Business Days following notice to Mortgagee of such repayment, which amounts notice Mortgagor shall be in addition topromptly give, and not in lieu ofprovided, amounts otherwise required to be deposited pursuant to Section 48 hereofhowever, and shall be available to Grantor for use in performing any further Alterations or that with respect to such transfers or other conveyances of nonrevenue- generating portions of the Properties. Any amounts held in such account shall be invested in accordance with Section 3(mReal Estate, Mortgagor may retain the first Five Hundred Thousand Dollars ($500,000) of net proceeds on a cumulative basis (subject, however, to the Cash Collateral Agreement. Any amounts received by Grantor pursuant same being used to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment pay the costs of the Notes in accordance with Section 5 thereof, together with any applicable prepayment premiumsuch Alterations). In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d)clauses (i) and (ii) above, Beneficiary the Mortgagee shall execute and deliver any instrument reasonably necessary or appropriateappropriate to evidence its consent to said action and/or, in the case of the transfers referred to in clauses clause (i), (iii) and (iv) above, to release the portion of a Property the Real Estate affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by upon receipt by Beneficiary the Mortgagee of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In addition, in the case of a release pursuant to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification Opinion. All Taking Proceeds shall be applied in accordance with the provisions of Section 6 hereof. (e) Not less than fifteen (15) Business Days prior to the closing of any transaction subject to the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 57:

Additional Permitted Transfers. Notwithstanding the above ------------------------------ provisions of this Section 11, Grantor may, without the consent of Beneficiary, ---------- (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section ------- 6 hereof) or, portions of such Property to third parties, including owners of - outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of such Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent to the applicable Improvement (together with parking ancillary thereto, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmation, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), ) and (ii), (iii), and (iv) shall materially impair the utility and operation of the applicable Property or materially adversely affect the value of the applicable Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Grantor shall receive any net proceeds in connection with any such transfer or other conveyance, Grantor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Grantor in excess of the cost of such Alterations shall be deposited in the Tenant Improvement Capital and Leasing Commission TI Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48 48(b) ------------- hereof, and shall be available to Grantor for use in performing any further or other Alterations or with respect to the Properties. Any amounts held in such account shall be invested in accordance with Section 3(m3(j) of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment of the Notes in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d), 11(f), Beneficiary shall execute and deliver any -------------------- instrument reasonably necessary or appropriate, in the case of the transfers referred to in clauses clause (i), (iii) and (iv) above, to release the portion of a Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In addition, in the case of a release pursuant to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification Opinion. All Taking Proceeds shall be applied in accordance with the provisions of Section 6 hereof. (e) Not less than fifteen (15) Business Days prior to the closing of any transaction subject to the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 57:

Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Grantor Mortgagor may, without the consent of BeneficiaryMortgagee, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of such a Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of such the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent to the applicable Improvement (together with parking ancillary thereto, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmation, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), ) and (ii), (iii), and (iv) shall materially impair the utility and operation of the applicable such Property or materially adversely affect the value of the applicable such Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Grantor Mortgagor shall receive any net proceeds in connection with any such transfer or other conveyance, Grantor Mortgagor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Grantor Mortgagor in excess of the cost of such Alterations shall be deposited in the Tenant Improvement and Leasing Commission Capital Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48 48(a) hereof, and shall be available to Grantor Mortgagor for use in performing any further Alterations or with respect to the Propertiesother Alterations. Any amounts held in such account shall be invested in accordance with Section 3(m3(s) of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment of the Notes in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d), Beneficiary Mortgagee shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clauses clause (i), (iii) and (iv) above, to release the portion of a such Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In addition, in the case of a release pursuant to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification Opinion. All Taking Proceeds shall be applied in accordance with the provisions of Section 6 hereof. (e) Not less than fifteen (15) Business Days prior to the closing of any transaction subject to the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 57to