Common use of Additional Permitted Transfers Clause in Contracts

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 Columbia Equity Trust, Inc. provided such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange, (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 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, or (z) a transfer of any or all of the 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 such 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-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in connection with the transfer; (iv) 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 entity created in connection with such transfer shall have furnished to Beneficiary, all appropriate papers evidencing such entity’s organization and good standing; (vi) Borrower’s obligations under the contract of sale pursuant to which the transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 8.7; 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.

Additional Permitted Transfers. Notwithstanding anything the above provisions of this Section 12, and so long as no Event of Default shall have occurred and be continuing, Mortgagor without the consent of Mortgagee may (i) make transfers of immaterial portions of 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 contrary contained hereinprovisions of Section 7 hereof) or non revenue-generating (as of the date hereof) portions of the Real Estate to third parties, Beneficiary’s consent 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 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 water and sewer lines, telephone and telegraph lines, electric lines or 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 Real Estate, or (B) materially adversely affect the value of the 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 required 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 conveyances of nonrevenue- generating portions of the Real Estate, Mortgagor may retain the first Five Hundred Thousand Dollars (w$500,000) of net proceeds on a cumulative basis (subject, however, to the salesame being used to pay the costs of any such Alterations). In connection with any transfer, transfer conveyance or issuance 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 stock the transfers referred to in Columbia Equity Trustclause (i) above, Inc. provided to release the portion of the Real Estate affected by such stock is listed on the New York Stock Exchange 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 nationally recognized stock exchange, similar grants upon receipt by the Mortgagee of: (A) a copy of the instrument of transfer; and (B) an Officer's Certificate stating (x) with respect to any Taking, the saleconsideration, if any, being paid for the 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, and (y) the sale, with respect to any transfer or issuance of stock in any operating partnership owned and controlled by Columbia Equity Trust, Inc. or any entity created pursuant to 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, or (z) a transfer of any or all of the direct or indirect ownership interests in Borrower or Grantor to any entity created pursuant to clause (xi) or (yii) above in connection with above, that such Transfer does not materially impair the formation of such entity; provided each utility and operation of the following conditions are satisfied: (i) no Event of Default has occurred; (ii) Borrower Real Estate or Grantor shall have delivered written notice to Beneficiary of the terms of such 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-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in connection with the transfer; (iv) 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 entity created in connection with such transfer shall have furnished to Beneficiary, all appropriate papers evidencing such entity’s organization and good standing; (vi) Borrower’s obligations under the contract of sale pursuant to which the transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 8.7; and (vii) Original Principal materially reduce its value. All Taking Proceeds shall be the principal executive of any entity created in connection with a transfer applied in accordance with this the provisions of Section 8.7 and shall directly or indirectly control the day-to-day activities and operations of Borrower7 hereof.

Additional Permitted Transfers. Notwithstanding anything to the contrary contained hereinin this Agreement (but subject to Section 2.3 hereof), Beneficiary’s consent shall not be required with respect to (win furtherance of Section 5(b) the sale, transfer or issuance of stock in Columbia Equity Trust, Inc. provided such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange, (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 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, or (z) a transfer of any or all of the direct or indirect ownership interests in Borrower or Grantor to any entity created pursuant to clause (x) or (y) above in connection MW Contribution Agreement, without complying 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 such prospective transfer not less than thirty Sections 3.1-3.3 hereof or Article IV hereof (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-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in connection with the transfer; (iv) 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; (va) any entity created in connection with 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 Transfer shall have furnished to Beneficiary, all appropriate papers evidencing such entity’s organization and good standing; (vi) Borrower’s obligations under the contract of sale pursuant to which the transfer is proposed to occur shall expressly be subject to the satisfaction 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 conditions 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 8.7; 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 Borrower2.7.

Additional Permitted Transfers. Notwithstanding anything 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 contrary contained hereinprovisions of Section 6 hereof) or, Beneficiary’s consent 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 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 Agencies 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) 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 Capital Expenditure Reserve Account (wwhich amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48(b) hereof, and shall be available to Grantor for use in performing any further or other Alterations or with respect to the sale, transfer or issuance Properties. Any amounts held in such account shall be invested in accordance with [Section 3(j)] of stock in Columbia Equity Trust, Inc. provided such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange, (x) the sale, transfer or issuance of stock in an entity sponsored Cash Collateral Agreement. Any amounts received 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 Grantor pursuant to clause (xv) 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, or (z) a transfer of any or all of the 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 be paid to Beneficiary of the terms of such prospective transfer not upon no less than thirty (30) days before notice for application in prepayment of the date on which such transfer is scheduled Note in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or encumbrance permitted pursuant to close; 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) Borrower shall have paid to Beneficiary, concurrently with the closing of such transfer all out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in connection with the transfer; (iv) Borrowerabove, without any cost to Beneficiaryrelease the portion of a Property affected by such Taking or such transfer from the Lien of this Mortgage or, shall furnish any information requested 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 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;: (vi) any entity created in connection with such transfer shall have furnished to Beneficiary, all appropriate papers evidencing such entity’s organization and good standing; (vi) Borrower’s obligations under the contract of sale pursuant to which the transfer is proposed to occur shall expressly be subject to the satisfaction a copy of the terms and conditions instrument of this Section 8.7transfer; and (viiii) Original Principal 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 the principal executive of any entity created in connection with a transfer applied in accordance with this the provisions of Section 8.7 and shall directly or indirectly control the day-to-day activities and operations of Borrower6 hereof.

Additional Permitted Transfers. Notwithstanding anything to the contrary contained hereinin this Agreement (but subject to Section 2.3 hereof), Beneficiary’s consent shall not be required with respect to (win furtherance of Section 5(b) the sale, transfer or issuance of stock in Columbia Equity Trust, Inc. provided such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange, (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 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, or (z) a transfer of any or all of the direct or indirect ownership interests in Borrower or Grantor to any entity created pursuant to clause (x) or (y) above in connection MW Contribution Agreement, without complying 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 such prospective transfer not less than thirty Sections 3.1-3.3 hereof or Article IV hereof (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-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in connection with the transfer; (iv) 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; (va) any entity created in connection with 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 Transfer shall have furnished to Beneficiary, all appropriate papers evidencing such entity’s organization and good standing; (vi) Borrower’s obligations under the contract of sale pursuant to which the transfer is proposed to occur shall expressly be subject to the satisfaction 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 conditions 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 8.7; 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 Borrower2.7.

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 contained hereinconsent of Landlord, Beneficiary’s which consent shall not be required 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 respect 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 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 (wtaking into consideration the monetary obligations that the proposed assignee or subtenant will have under the assignment or sublease), in which case Landlord shall also consent to such change in use; (c) The proposed form of sublease shall be reasonably satisfactory to Landlord and shall be made subject to all of the salecovenants, transfer 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 issuance any part thereof, until an executed counterpart of stock 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 matters to which this Lease is or shall be subordinate, and that in Columbia Equity Trustthe event of termination, Inc. provided 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 stock is listed on sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the New York Stock Exchange or then executory provisions of such other nationally recognized stock exchangesublease, except that Landlord shall not (x) the sale, transfer be liable for any previous act or issuance omission of stock in an entity sponsored by Columbia Equity Trust, Inc. provided Tenant under such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchangesublease, (y) the salebe subject to any offset, transfer or issuance of stock not expressly provided in any operating partnership owned and controlled by Columbia Equity Trustsuch sublease, Inc. or any entity created pursuant which theretofore accrued to 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 exchangesubtenant against Tenant, or (z) a transfer be bound to any previous modification of such sublease or by any or previous prepayment of more than one month's rent. (ii) Any assignment of this Lease and/or sublease of the Premises that satisfies all of the direct criteria of this Section 24.G is referred to herein as an "Additional Permitted Transfer". Notwithstanding any such subletting by Tenant or indirect ownership interests in Borrower or Grantor any such subletting to any entity created pursuant other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the Minimum Rent and Additional Rent due and to clause 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 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 (xincluding reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or (y) above sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the formation of 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 entity; provided each of the following conditions are satisfied: (i) no Event of Default has occurred; (ii) Borrower broker or Grantor shall have delivered written notice to Beneficiary of the terms of such prospective transfer not less than thirty (30) days before the date on which such transfer is scheduled to close;other person claiming a commission or similar compensation). (iii) Borrower shall have paid to Beneficiary, concurrently with the closing of such transfer all out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in In connection with the transfer; (iv) 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 entity created in connection with such transfer shall have furnished to Beneficiary, all appropriate papers evidencing such entity’s organization and good standing; (vi) Borrower’s obligations under the contract of sale 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 circumstances resulting from the particular change in use (which modifications shall be made simultaneously with Landlord's consent to such Additional Permitted Transfer). By way of example only: (a) although the transfer is proposed new occupant shall not be permitted to occur shall expressly be subject to alter the satisfaction exterior of the terms and conditions Building without Landlord's consent, Landlord shall not unreasonably withhold consent to appropriate modifications of this Section 8.7; and the exterior (viias well as interior structural modifications) Original Principal shall be of 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.Building, provided that all such modifications will be