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, 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, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) 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. 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 and 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(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(j) of the Cash Collateral Agreement. In connection with any transfer, conveyance or 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 clause (i) 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:

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 delivery by the Executive Stockholder to the Company and the Stockholders of Section ------- 6 hereof) ora duly executed agreement to be bound by the terms of this Agreement as an “Executive Stockholder.” For purposes of this Agreement, portions of such Property to third parties“Management Participant” means an individual who is, 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, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation as 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. If Grantor shall receive any net proceeds in connection with any such transfer Subsidiary and who continues to be an officer 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 Capital and 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(b) ------------- hereof, and shall be available to Grantor for use in performing any further Company or other Alterations or with respect to the Properties. Any amounts held in such account shall be invested in accordance with Section 3(j) a Subsidiary as of the Cash Collateral Agreement. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 11(d), 11(f), Beneficiary shall execute and deliver any -------------------- instrument reasonably necessary or appropriatedate of the Transfer (other than, in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the transfers referred 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 in clause 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 (ix) aboveno 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, to release then the portion of a Property affected by such Taking or such transfer from the Lien provisions of this Mortgage orAgreement shall apply to any proposed Transfer by any Executive Stockholder. In the event that a Separate Agreement does not contain provisions relating to voting, in 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 case of clause (ii) aboverelevant Executive Stockholder, the parties to subordinate such Separate Agreement may request that the Lien 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 Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of:Section 2.7.

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 delivery by the Executive Stockholder to the Company and the Stockholders of Section ------- 6 hereof) ora duly executed agreement to be bound by the terms of this Agreement as an “Executive Stockholder.” For purposes of this Agreement, portions of such Property to third parties“Management Participant” means an individual who is, 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, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation as 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. If Grantor shall receive any net proceeds in connection with any such transfer Subsidiary and who continues to be an officer 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 Capital and 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(b) ------------- hereof, and shall be available to Grantor for use in performing any further Company or other Alterations or with respect to the Properties. Any amounts held in such account shall be invested in accordance with Section 3(j) a Subsidiary as of the Cash Collateral Agreement. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 11(d), 11(f), Beneficiary shall execute and deliver any -------------------- instrument reasonably necessary or appropriatedate of the Transfer (other than, in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the transfers referred 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 in clause 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 (ix) aboveno 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, to release then the portion of a Property affected by such Taking or such transfer from the Lien provisions of this Mortgage orAgreement shall apply to any proposed Transfer by any Executive Stockholder. In the event that a Separate Agreement does not contain provisions relating to voting, in 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 case of clause (ii) aboverelevant Executive Stockholder, the parties to subordinate such Separate Agreement may request that the Lien 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 Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of:Section 2.7.

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 Agreementspurposes, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) 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 wholeReal 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 Capital and TI 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(b) ------------- hereofhowever, and shall be available to Grantor for use in performing any further or other 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(jReal 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 Agreementsame being used to pay the costs of any such Alterations). In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 11(d)clauses (i) and (ii) above, 11(f), 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 clause (i) 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: