Common use of Additional Permitted Transfers Clause in Contracts

Additional Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.3 hereof), in furtherance of Section 5(b) of the MW Contribution Agreement, without complying with the terms of Sections 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, that if the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a party to this Agreement, such Transfer shall be subject to the delivery by the Executive Stockholder to the Company 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 of the date hereof, an officer or employee of the Company or a Subsidiary and who continues to be an officer or employee of the Company or a Subsidiary as of the date of the Transfer (other than, in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the Company). The terms of any Transfer described in this Section 2.7 shall be set out in 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 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. 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 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 2.7.

Additional Permitted Transfers. Notwithstanding anything (a) In the event Linpro or PCI desires at any time to sell, assign or transfer ("Transfer") all or any part of its interest in the Partnership (the "Interest") other than as permitted by Sections 12.3 or 12.4 hereof, such Partner (the "Offeror") may only do so if such Transfer (i) is to a third party who is (A) generally of good reputation, (B) capable of fulfilling the financial obligations of a Partner hereunder, (C) with respect to a transfer by Linpro, experienced in the management of projects similar to the contrary contained Project, and if such transfer occurs during the construction period, experienced in this Agreement the development of projects similar to the Project, and (but subject D) with respect to Section 2.3 hereofa Transfer by PCI, not actively involved (either directly or through affiliated entities) in the development, management and/or operation of projects similar to the Project on a local or national basis (a "Third Party"), in furtherance of Section 5(b(ii) of the MW Contribution Agreement, without complying complies with the terms of Sections 3.1-3.3 hereof this Section 12.5 and (iii) does not cause material adverse tax consequences to a Partner or Article IV hereof (a) any Executive Stockholder partner therein (other than MWthose tax consequences associated with transfers to foreign or tax exempt transferees. The Offeror shall first send a written notice (the "Notice") may to the other Partner (the "Offeree") offering to Transfer Common Stock or Junior Preferred Stock such Interest to MW (or his Permitted Transferees) the Offeree. The offering Notice shall set forth the purchase price for such Interest, together with the other terms and conditions of such offer. (b) MW The Offeree, by written notice to the Offeror given within thirty (or his Permitted Transferees30) days of the receipt of the Notice from the Offeror (the "Response Period"), may Transfer Common Stock or Junior Preferred Stock elect to any Original Holder (other than a GEI Party) or any Management Participant; provided, that if purchase the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a party to this Agreement, such Transfer Interest on the terms and conditions set forth in the Notice. Such written notice shall be subject accompanied by a certified or cashier's check in an amount equal to 5% of the proposed purchase price. Failure of the Offeree to respond within the Response Period shall be deemed consent to the proposed Transfer and the provisions of Section 12.5(d) below shall apply. (c) If the Offeree shall so elect, the Offeror shall sell and the Offeree shall buy the Interest. The aforesaid sale shall close on the date which is one hundred twenty (120) days following the Offeree's election to purchase the Interest in accordance with this Section 12.5. The closing shall be held at the principal office of the Partnership or at such other place as may be mutually agreed to by the Partners. At the closing, the Offeree shall tender the remainder of the purchase price by certified or cashier's check or, at the Offeror's election, by wire transfer, against delivery by the Executive Stockholder to the Company and the Stockholders Offeror 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 assignment of the date hereof, an officer or employee of the Company or a Subsidiary and who continues to be an officer or employee of the Company or a Subsidiary as of the date of the Transfer (other than, in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the Company). The terms of any Transfer described in this Section 2.7 shall be set out in 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 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 StockholderInterest. In the event that a Separate Agreement does not contain provisions relating the Offeree fails to voting, rights close the purchase of first refusal, rights the Interest on the date of first offer, call rights and other provisions governing Transfer of Common Stock and Junior Preferred Stock between MW and the relevant Executive Stockholderclosing thereof, the parties Offeror may, as its sole and exclusive remedy, cause the Offeree to forfeit its deposit as liquidated damages for such Separate Agreement may request that failure to close, with such deposit being paid directly to the Company and Offeror notwithstanding the other Stockholders amend this Agreement provisions of Section VIII to include the contrary. In addition, upon any such provisions, and the Companydefault, the Executive Stockholders terms 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 2.712.5 shall be of no further force and effect with respect to the defaulting Offeree and the Offeror shall be permitted to transfer the Interest in the Partnership to a third party without the consent of the Offeree. (d) If the Offeree does not elect to purchase the Interest by sending written notice of such election to the Offeror prior to the expiration of the Response Period, the offeror shall be free for a period of one hundred eighty (180) days after the lapse of the Response Period to Transfer the Interest to a Third Party on substantially the same terms as set forth in the Notice. However, if the Offeror proposes to sell the Interest on terms not substantially the same as those set forth in the Notice, it shall again give the Offeree a Notice under this Section 12.5 and the Offeree shall again have the rights set forth in this Section 12.5.

Additional Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement the Loan Documents (but subject to Section including, without limitation, Sections 2.2 and 2.3 hereofabove), any Transfers or transfers of direct or indirect equity interests in furtherance of Borrower completed in strict compliance with the following subsections shall be permitted under the Loan Documents, provided in conjunction with any Transfers or transfers permitted under this Section 5(b2.4, (i) Borrower shall have paid the costs and expenses (if any) of the MW Contribution AgreementRating Agencies and Servicers and reimbursed Lender for its reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred in connection with any such conveyance or transfer, without complying with and (ii) no Prohibited Change of Control or Prohibited Pledge shall occur as a result thereof; (a) Any issuance, hypothecation, sale or transfer of equity interests in Sponsor; (b) Acquisition by Sponsor of a separate legal entity whether by merger, stock purchase, asset purchase or any other manner; (c) The conveyance of 100% of the membership interests in Borrower to an entity (the “Substitute Member”), provided the following condition precedents are satisfied: (i) Lender shall have received ten (10) days advance written notice of such conveyance or transfer; (ii) Sponsor affirms the entirety of its obligations as guarantor and indemnitor under the Guaranty, Environmental Indemnity Agreement and Cooperation Agreement pursuant to the terms of Sections 3.1an affirmation agreement reasonably acceptable to Lender, and Sponsor continues to satisfy any net worth and liquidity requirements of Guarantor which may be set forth in the Guaranty and Environmental Indemnity Agreement; (iii) Sponsor, or a wholly-3.3 hereof owned (direct or Article IV hereof indirect) subsidiary of Sponsor, retains not less than ten percent (10%) of the beneficial interests in the Substitute Member (such entity, the “Inland Member”); (iv) The Inland Member is appointed to serve, and does serve, as the manager/managing member/general partner as the case may be, of the Substitute Member and maintains the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of Borrower, whether through the ability to exercise voting power, by contract or otherwise; (v) no Event of Default or monetary Default shall be continuing at the time of such conveyance or transfer; (vi) Borrower shall have delivered to Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to Lender on the Closing Date, including, one or more Delaware legal opinion(s) regarding matters related to Single Member LLC’s and to the extent necessary to satisfy a Rating Condition, nonconsolidation opinions that are reasonably satisfactory to Lender and satisfactory to each of the Rating Agencies; and Borrower, Substitute Member and Inland Member shall have delivered such other documents, certificates and legal opinions, including relating to REMIC matters, as Lender shall reasonably request; (vii) Substitute Member and Inland Member shall have delivered to Lender all documents reasonably requested by it relating to the existence and due authorization of such Substitute Member and Inland Member, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate Persons, certified copies of the organizational documents of the Substitute Member and Inland Member, together with all amendments thereto, and certificates of good standing or existence for the Substitute Member and Inland Member issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (viii) Lender has received satisfactory evidence that Borrower, Substitute Member and Inland Member, as required by Lender, shall be a Single-Purpose Entity; and (ix) Lender has received payment by Borrower of a fee equal to Five Thousand and No/100 Dollars ($5,000.00). (d) Either (a) any Executive Stockholder (other than MW) may Transfer Common Stock an Assumption or Junior Preferred Stock to MW (or his Permitted Transferees) and (b) MW a transfer of the entire membership in the Borrower to a wholly owned subsidiary of Sponsor (the “Permitted Affiliate Transferee”) provided the following condition precedents are satisfied: (i) Lender has received thirty (30) days advance written notice from Borrower; (ii) no Event of Default or his monetary Default shall be continuing at the time of such conveyance or transfer; (iii) in regards to an Assumption to a Permitted Transferees) may Transfer Common Stock or Junior Preferred Stock to any Original Holder (Affiliate Transferee, the condition precedents set forth in Section 2.2 shall be Satisfied in their entirety other than a GEI Partythe requirement to pay the assumption fee set forth in Section 2.2(vii) or any Management Participant; above (provided, that if Borrower shall have reimbursed Lender for its reasonable out-of-pocket costs and expenses incurred in connection with such Transfer); (iv) the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is credit worthiness of Sponsor has not already a party to this Agreement, such Transfer shall be subject to materially deteriorated in the delivery by reasonable discretion of Lender from the Executive Stockholder to date Sponsor assumed the Company obligations under the Guaranty and the Stockholders of a duly executed agreement Environmental Indemnity 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 of the date hereof, an officer or employee of the Company or a Subsidiary and who continues to be an officer or employee of the Company or a Subsidiary as of the date of the Transfer proposed Assumption or transfer of membership interests, Sponsor affirms the entirety of its obligations as guarantor and indemnitor under the Guaranty, Environmental Indemnity Agreement and Cooperation Agreement pursuant to the terms of an affirmation agreement reasonably acceptable to Lender, and Guarantor continues to satisfy any net worth and liquidity requirements of Guarantor which may be set forth in the Guaranty and Environmental Indemnity Agreement; (other thanv) in conjunction with an Assumption, the Permitted Affiliate Transferee and its managing member or general partner, as required by Lender, shall be a Single-Purpose Entity; (vi) in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the Company). The terms of any Transfer described in this Section 2.7 shall be set out in 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 transfer of the Separate Agreement membership interest in Borrower, (a) Borrower shall take precedence over the provisions of Article III and Article IV hereof; provided, that (x) no such provisions shall provide for any Common Stock or Junior Preferred Stock continue to be Transferred a Single-Purpose Entity; (b) Borrower shall have delivered to any person other than an Executive Stockholder who is Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to Lender on the Closing Date, including, one or becomes party more Delaware legal opinion(s) regarding matters related to this Agreement Single Member LLC’s and (y) if an Executive Stockholder does not exercise its rights pursuant to such Separate Agreementthe extent necessary to satisfy a Rating Condition, then the provisions of this Agreement shall apply to any proposed Transfer by any Executive Stockholder. In the event nonconsolidation opinions 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 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 Lender and satisfactory to each of the Rating Agencies; and (c) Borrower and the Permitted Affiliate Transferee shall have delivered such other documents, certificates and legal opinions, including relating to REMIC matters, as Lender shall reasonably request; (vii) Permitted Affiliate Transferee hall have delivered to Lender all documents reasonably requested by it relating to the existence and due authorization of such Permitted Affiliate Transferee, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate Persons, certified copies of the organizational documents of the Permitted Affiliate Transferee, together with all amendments thereto, and certificates of good standing or existence for the Permitted Affiliate Transferee issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; and (viii) Lender has received payment by Borrower of a fee equal to Five Thousand and No/100 Dollars ($5,000.00). (e) Either (a) an Assumption or (b) a transfer of the entire membership in the Borrower to a Permitted Affiliate REIT (as hereinafter defined) or a Single-Purpose Entity which is a wholly owned subsidiary of a Permitted Affiliate REIT (the “Affiliate REIT Transferee”), provided the following condition precedents are not inconsistent satisfied: (i) Lender receives thirty (30) days advance written notice from Borrower; (ii) no Event of Default or monetary Default shall be continuing at the time of such conveyance or transfer; (iii) in regards to an Assumption, the condition precedents set forth in Section 2.2 shall be satisfied in their entirety other than the requirement to pay the assumption fee set forth in Section 2.2(vii) above (provided, Borrower shall have reimbursed Lender for its reasonable out-of-pocket costs and expenses incurred in connection with such Transfer); (iv) the net worth of the Permitted Affiliate REIT is no less than Seventy Five Million and No/100 Dollars ($75,000,000), (v) the Permitted Transferee REIT shall assume all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender; and (vi) the Permitted Transferee REIT and Affiliate REIT Transferee shall have delivered to Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to Lender on the Closing Date, including, to the extent necessary to satisfy a Rating Condition, nonconsolidation opinions that are reasonably satisfactory to Lender and satisfactory to each of the Rating Agencies; and Borrower, the Permitted Transferee REIT and Affiliate REIT Transferee shall have delivered such other documents, certificates and legal opinions, including relating to REMIC matters, as Lender shall reasonably request; (vii) such Permitted Transferee REIT and Affiliate REIT Transferee shall have delivered to Lender all documents reasonably requested by it relating to the existence of such Permitted Transferee REIT and Affiliate REIT Transferee and the due authorization of the Permitted Transferee REIT and Affiliate REIT Transferee, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate Persons, certified copies of the organizational documents of the Permitted Transferee REIT and Affiliate REIT Transferee, together with all amendments thereto, and certificates of good standing or existence for the Permitted Transferee REIT and Affiliate REIT Transferee issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; and (viii) Lender has received payment by Borrower of a fee equal to Five Thousand and No/100 Dollars ($5,000.00). (f) Provided the condition precedents outlined below are satisfied, the merger of Sponsor with any of the following entities: (a) Inland Real Estate Corporation, a Maryland corporation, (b) Inland Real Estate Investment Corporation, a Delaware corporation, (c) Retail Properties of America, Inc., formerly known as Inland Western Retail Real Estate Trust, Inc., a Maryland corporation, (d) Inland American Real Estate Trust, Inc., (e) any other real estate investment trust sponsored by Inland Real Estate Investment Corporation, or (f) any other entity composed entirely of any of the foregoing, by merger or other business combination (the entities listed in (a) - (f) are each hereinafter referred to as a “Permitted Affiliate REIT”), (i) Lender receives thirty (30) days advance written notice from Borrower; (ii) the net worth and liquidity of the entity which survives the merger with the provisions Permitted Affiliate REIT shall equal or exceed the net worth of this Section 2.7Sponsor immediately prior to such merger and in any event the surviving entity shall continue to satisfy any net worth and liquidity requirements set forth in the Guaranty and the Environmental Indemnity Agreement; (iii) if the entity which survives the merger is not Sponsor, the successor entity shall assume all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender; (iv) if the entity which survives the merger is Sponsor, Sponsor shall affirm the entirety of its obligations as guarantor and indemnitor under the Guaranty, Environmental Indemnity Agreement and Cooperation Agreement pursuant to the terms of an affirmation agreement reasonably acceptable to Lender; and (v) the satisfaction of the conditions outlined in Sections 2.4(e)(vi) and (vii) but as they relate to the Sponsor and the Permitted Affiliate REIT. (g) The reconstitution or conversion of Sponsor from one legal entity type to another entity type, provided the following condition precedents are satisfied: (i) Lender receives thirty (30) days advance written notice from Borrower; (ii) the net worth and liquidity of the reconstituted entity shall equal or exceed the net worth of Sponsor immediately, prior to such reconstitution and in any event the surviving entity shall continue to satisfy any net worth and liquidity requirements set forth in the Guaranty and the Environmental Indemnity Agreement; (iii) the reconstituted entity shall assume all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender; (iv) the satisfaction of the conditions outlined in Sections 2.4(e)(vi) and (vii) but as they relate to the reconstituted entity; and (v) immediately following such reconstitution, the surviving entity shall be a public (but not necessarily listed on an exchange) entity.

Additional Permitted Transfers. Notwithstanding anything (i) Provided that Tenant has first satisfied the provisions of Section 24.E above and that Tenant is not in default (after notice and the expiration of the applicable cure period) of any of its obligations under this Lease, Tenant shall have the right to assign this Lease or sublease the Premises (or both, if, in lieu of an immediately effective assignment of this Lease, Tenant shall elect to place the instrument of assignment in escrow and enter into a sublease for the entire Premises with the proposed assignee), subject to the contrary consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, provided and upon condition that: (a) If the proposed use of the Premises shall be as a Restaurant, but the transaction does not satisfy all of the criteria of an As-of-Right Transaction, then such proposed assignee or subtenant is a reputable person of good character, with expertise in the operation of a first-class, "white tablecloth" restaurant, and with reasonable financial creditworthiness (taking into consideration the monetary obligations that the proposed assignee or subtenant will have under the assignment or sublease); (b) If the proposed use of the Premises shall no longer be as a Restaurant, then the proposed use of the Premises shall be a first-class use appropriate for the Building (taking into consideration the use of the remainder of the Property) that will not violate any negative covenants as to use contained in this Agreement any other lease of space in the Building, and the proposed assignee or subtenant shall be a reputable person of good character, with expertise in the proposed use of the Premises and with reasonable financial creditworthiness (but subject to Section 2.3 hereoftaking into consideration the monetary obligations that the proposed assignee or subtenant will have under the assignment or sublease), in furtherance which case Landlord shall also consent to such change in use; (c) The proposed form of Section 5(b) of the MW Contribution Agreement, without complying with the terms of Sections 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, that if the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a party to this Agreement, such Transfer shall be subject to the delivery by the Executive Stockholder to the Company 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 of the date hereof, an officer or employee of the Company or a Subsidiary and who continues to be an officer or employee of the Company or a Subsidiary as of the date of the Transfer (other than, in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the Company). The terms of any Transfer described in this Section 2.7 shall be set out in 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 sublease shall be reasonably satisfactory to GEI. MW Landlord and shall be made subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease; (d) No such proposed subletting shall be for a term ending later than one (1) day prior to the expiration date of this Lease; (e) There shall not be more than one entity occupying the Premises at any time (subject, however, to the licenses and concessions permitted pursuant to Section 24.D above); (f) The sublease shall not be valid, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; and (g) Each and every sublease made hereunder shall provide that it is subject and subordinate to this Lease and to the Company matters to which this Lease is or shall be subordinate, and GEI with a copy that in the event of any termination, re-entry or dispossess by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such Separate Agreement. The Transfer sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of the Separate Agreement such sublease, except that Landlord shall take precedence over the provisions of Article III and Article IV hereof; provided, that not (x) no such provisions shall provide be liable for any Common Stock previous act or Junior Preferred Stock to be Transferred to any person other than an Executive Stockholder who is or becomes party to this Agreement and omission of Tenant under such sublease, (y) if an Executive Stockholder does be subject to any offset, not exercise its rights pursuant expressly provided in such sublease, which theretofore accrued to such Separate Agreementsubtenant against Tenant, then the provisions or (z) be bound to any previous modification of such sublease or by any previous prepayment of more than one month's rent. (ii) Any assignment of this Agreement Lease and/or sublease of the Premises that satisfies all of the criteria of this Section 24.G is referred to herein as an "Additional Permitted Transfer". Notwithstanding any such subletting by Tenant or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall apply and will remain fully liable for the payment of the Minimum Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. If Landlord shall decline to give its consent to any proposed Transfer assignment or sublease, or if Landlord shall exercise the Recapture Option, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any Executive Stockholder. brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease (unless Landlord shall, following the exercise the Recapture Option, enter into a transaction with the person(s) introduced to the Premises by such broker or other person claiming a commission or similar compensation). (iii) In connection with any Additional Permitted Transfer effected pursuant to Section 24G(i)(b) above, Landlord and Tenant each agree not to unreasonably withhold consent to making modifications to this Lease that reflect 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 circumstances resulting from the relevant Executive Stockholder, the parties particular change in use (which modifications shall be made simultaneously with Landlord's consent to such Separate Agreement may request Additional Permitted Transfer). By way of example only: (a) although the new occupant shall not be permitted to alter the exterior of the Building without Landlord's consent, Landlord shall not unreasonably withhold consent to appropriate modifications of the exterior (as well as interior structural modifications) of the Building, provided that the Company and the other Stockholders amend this Agreement to include all 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 2.7.modifications will be

Additional Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.3 hereof), in furtherance of Section 5(b) of the MW Contribution Agreement, without complying with the terms of Sections 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, that if the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a party to this Agreement, such Transfer shall be subject to the delivery by the Executive Stockholder to the Company 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 of the date hereof, an officer or employee of the Company or a Subsidiary and who continues to be an officer or employee of the Company or a Subsidiary as of the date of the Transfer (other than, in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the Company). The terms of any Transfer described in this Section 2.7 shall be set out in 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 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. 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 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, 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 2.7.

Additional Permitted Transfers. Notwithstanding anything to the contrary contained in above provisions of this Agreement Section 12, and so long as no Event of Default shall have occurred and be continuing, Mortgagor without the consent of Mortgagee may (but subject to Section 2.3 hereof), in furtherance i) make transfers of Section 5(b) immaterial portions of the MW Contribution Agreement, without complying Real Estate to Governmental Authorities in connection with Takings of such portions of the terms of Sections 3.1-3.3 hereof Real Estate for dedication or Article IV hereof public use (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, that if the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a party to this Agreement, such Transfer shall be subject to the delivery by the Executive Stockholder to the Company and the Stockholders provisions 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, Section 7 hereof) or non revenue-generating (as of the date hereof, an officer or employee ) portions of the Company Real Estate to third parties, including, without limitation, owners of outparcels, department store pads or a Subsidiary other properties for the purpose of erecting and who continues to be an officer or employee operating additional structures whose use is integrated with the use of the Company 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 water and sewer lines, telephone and telegraph lines, electric lines or a Subsidiary as other utilities or for other similar purposes, provided that no transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall (A) materially impair the utility and operation of the date Real Estate, or (B) materially adversely affect the value of the Transfer Real Estate. If Mortgagor shall receive any consideration in connection with any such transfer or other conveyance, 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. Any net proceeds received by Mortgagor in excess of the cost of such Alterations shall be paid to Mortgagee in repayment of the Mortgage Notes on the next Interest Payment Date occurring at least ten (10) Business Days following notice to Mortgagee of such repayment, which notice Mortgagor shall promptly give, provided, however, that with respect to such transfers or other thanconveyances of nonrevenue- generating portions of the Real Estate, Mortgagor may retain the first Five Hundred Thousand Dollars ($500,000) of net proceeds on a cumulative basis (subject, however, to the same being used to pay the costs of any such Alterations). In connection with any transfer, conveyance or encumbrance permitted pursuant to clauses (i) and (ii) above, the Mortgagee shall execute and deliver any instrument reasonably necessary or appropriate to evidence its consent to said action and/or, in the case of a Transfer the transfers referred to in clause (i) above, to release the portion of Common Stock the Real Estate affected by such Taking or Junior Preferred Stock back such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to MW or subordinate the Company). The terms Lien of any Transfer described in this Section 2.7 shall be set out in a separate agreement (a “Separate Agreement”) between the Executive Stockholder Mortgage to such easements, restrictions, covenants, reservations and MW, which may contain such voting provisions, rights of first refusal, rights of first offer, call rights and way or other provisions governing Transfers of Common Stock and Junior Preferred Stock between MW and similar grants upon receipt by 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 Mortgagee of: (A) a copy of any such Separate Agreement. The Transfer provisions the instrument of the Separate Agreement shall take precedence over the provisions of Article III and Article IV hereoftransfer; provided, that and (B) an Officer's Certificate stating (x) no such provisions shall provide for any Common Stock or Junior Preferred Stock to be Transferred with respect to any person other than an Executive Stockholder who is or becomes party to this Agreement Taking, the consideration, if any, being paid for the transfer and (y) if an Executive Stockholder does not exercise its rights with respect to any transfer pursuant to such Separate Agreement, then the provisions of this Agreement shall apply to any proposed Transfer by any Executive Stockholder. 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 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; providedclause (i) or (ii) above, that such amendments are reasonably satisfactory to GEI Transfer does not materially impair the utility and are not inconsistent operation of the Real Estate or materially reduce its value. All Taking Proceeds shall be applied in accordance with the provisions of this Section 2.77 hereof.

Additional Permitted Transfers. Notwithstanding anything to the contrary contained herein, Beneficiary’s consent shall not be required with respect to (w) the sale, transfer or issuance of stock in this Agreement Columbia Equity Trust, Inc. provided such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange, (but subject x) the sale, transfer or issuance of stock in an entity sponsored by Columbia Equity Trust, Inc. provided such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange, (y) the sale, transfer or issuance of stock in any operating partnership owned and controlled by Columbia Equity Trust, Inc. or any entity created pursuant to Section 2.3 hereof)clause (x) above provided such stock of such entity created pursuant to clause (x) above is listed on the New York Stock Exchange or such other nationally recognized stock exchange, in furtherance or (z) a transfer of Section 5(b) any or all of the MW Contribution Agreement, without complying direct or indirect ownership interests in Borrower or Grantor to any entity created pursuant to clause (x) or (y) above in connection with the formation of such entity; provided each of the following conditions are satisfied: (i) no Event of Default has occurred; (ii) Borrower or Grantor shall have delivered written notice to Beneficiary of the terms of Sections 3.1such prospective transfer not less than thirty (30) days before the date on which such transfer is scheduled to close; (iii) Borrower shall have paid to Beneficiary, concurrently with the closing of such transfer all out-3.3 hereof or Article IV hereof of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in connection with the transfer; (aiv) Borrower, without any cost to Beneficiary, shall furnish any information requested by Beneficiary for the preparation of, and shall authorize Beneficiary to file, new financing statements and financing statement amendments and other documents to the fullest extent permitted by applicable law, and shall execute any additional documents reasonably requested by Beneficiary; (v) any Executive Stockholder entity created in connection with such transfer shall have furnished to Beneficiary, all appropriate papers evidencing such entity’s organization and good standing; (other than MWvi) may Transfer Common Stock or Junior Preferred Stock Borrower’s obligations under the contract of sale pursuant to MW (or his Permitted Transferees) and (b) MW (or his Permitted Transferees) may Transfer Common Stock or Junior Preferred Stock which the transfer is proposed to any Original Holder (other than a GEI Party) or any Management Participant; provided, that if the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a party to this Agreement, such Transfer occur shall expressly be subject to the delivery by the Executive Stockholder to the Company and the Stockholders satisfaction 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 of the date hereof, an officer or employee of the Company or a Subsidiary and who continues to be an officer or employee of the Company or a Subsidiary as of the date of the Transfer (other than, in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the Company). The terms of any Transfer described in this Section 2.7 shall be set out in 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 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. 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 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 conditions of this Section 2.78.7; and (vii) Original Principal shall be the principal executive of any entity created in connection with a transfer in accordance with this Section 8.7 and shall directly or indirectly control the day-to-day activities and operations of Borrower.