Common use of Alienation and Further Encumbrances Clause in Contracts

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%

Alienation and Further Encumbrances. (a) Borrower Grantor acknowledges that Lender Grantee has relied upon the principals of Borrower Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 SECTION 4.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 SECTION 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Grantor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Grantee being first obtained, which consent may be withheld in Lender’s Grantee's sole discretion, then the same shall constitute an Event of Default hereunder and Lender Grantee shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V ARTICLE III hereof. (b) A Transfer within . If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 2.9 Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to include, among other things: (i) be a transfer of an installment sales agreement wherein Borrower agrees to sell interest in the Property or any part thereof for a price to be paid in installmentsProperty; and (ii) an agreement by Borrower leasing all in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a substantial part of limited liability company, a change in the Property for other than actual occupancy by a space tenant thereunder ownership interests in any general partner, any joint venturer or a saleany managing member, assignment either voluntarily, involuntarily or other transfer ofotherwise, or the grant sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a security beneficial or partnership interest inor in the form of a power of direction, Borrower’s rightcontrol or management, title and or otherwise), shall be deemed to be a transfer of an interest in and to any Leases or any Rents and Profits. (c) the Property. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: however, (i) a Transfer of corporate stock, limited partnership interests and/or non-or non- managing member interests in Borrower, Grantor or in any general partner or managing member of Borrower, or any direct or indirect legal or beneficial owner Grantor shall be freely transferable without the consent of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such TransferGrantee, (ii) any involuntary Transfer transfer caused by the death of Borrower, Grantor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be an Event of Borrower, Default under this Security Deed so long as Borrower Grantor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are is approved by Lender, Grantee and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s 's interests in Borrower, Grantor or in any of Borrower’s Grantor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Borrower Grantor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower Grantor remain unchanged following such gift. gift or any replacement management is approved by Grantee. (b) Notwithstanding any provision the foregoing provisions of this Mortgage Section, Grantee shall consent to one or more sales, conveyances or transfers of the contraryProperty in its entirety (hereinafter, no "SALE") to any person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity provided that each of the individual following terms and conditions are satisfied for each such Sale: (1) No Default or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to then continuing hereunder or under any of the following: other Loan Documents; (i2) Grantor gives Grantee written notice of the creationterms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, issuance concurrently therewith, gives Grantee all such information concerning the proposed transferee of the Property (hereinafter, "BUYER") as Grantee would require in evaluating an initial extension of credit to a borrower and pays to Grantee a non-refundable application fee in the amount of $5,000.00. Grantee shall have the right to approve or transfer disapprove the proposed Buyer. In determining whether to give or withhold its approval of limited partnership interests the proposed Buyer, Grantee shall consider the Buyer's experience and track record in Xxxx-Xxxx Realtyowning and operating facilities similar to the Property, L.P.the Buyer's financial strength, the Buyer's general business standing and the Buyer's relationships and experience with contractors, vendors, tenants, lenders and other business entities; PROVIDED, HOWEVER, that, notwithstanding Grantee's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Grantee determines to be commercially reasonable in Grantee's commercially reasonable discretion and, if given, may be given subject to such conditions as Grantee may deem appropriate; (3) Grantor pays Grantee, concurrently with the closing of such Sale, a Delaware limited non-refundable assumption fee in an amount equal to all out- of-pocket costs and expenses, including, without limitation, attorneys' fees, incurred by Grantee in connection with the Sale, plus an amount equal to one percent (1.0%) of the then outstanding principal balance of the Note; (4) The Buyer assumes and agrees to pay the indebtedness secured hereby subject to the provisions of SECTION 4.27 hereof and, prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Grantee, such documents and agreements as Grantee shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Grantee may require; (5) A party associated with the Buyer approved by Grantee in its sole discretion assumes the obligations of the current indemnitor under its guaranty or indemnity agreement and such party associated with the Buyer executes, without any cost or expense to Grantee, a new guaranty or indemnity agreement in form and substance satisfactory to Grantee and delivers such legal opinions as Grantee may require; (6) Grantor and the Buyer execute, without any cost or expense to Grantee, new financing statements or financing statement amendments and any additional documents reasonably requested by Grantee; (7) Grantor delivers to Grantee, without any cost or expense to Grantee, such endorsements to Grantee's title insurance policy, hazard insurance endorsements or certificates and other similar materials as Grantee may deem necessary at the time of the Sale, all in form and substance satisfactory to Grantee, including, without limitation, an endorsement or endorsements to Grantee's title insurance policy insuring the lien of this Security Deed, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in SUBPARAGRAPH (4) of this Section, with no additional exceptions added to such policy, and insuring that fee simple title to the Property is vested in the Buyer; (8) Grantor executes and delivers to Grantee, without any cost or expense to Grantee, a release of Grantee, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Sale, which agreement shall be in form and substance satisfactory to Grantee and shall be binding upon the Buyer; (9) Subject to the provisions of SECTION 4.27 hereof, such Sale is not construed so as to relieve Grantor of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, and Grantor executes, without any cost or expense to Grantee, such documents and agreements as Grantee shall reasonably require to evidence and effectuate the ratification of said personal liability. Grantor shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current indemnitor of its obligations under any guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, and each such current indemnitor executes, without any cost or expense to Grantee, such documents and agreements as Grantee shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. Each such current indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the loan secured hereby for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (11) The Buyer shall furnish, if the Buyer is a corporation, partnership or other entity, all appropriate papers evidencing the Buyer's capacity and good standing, and the qualification of the signers to execute the assumption of the indebtedness secured hereby, which papers shall include certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. The Buyer and such constituent partners, members or shareholders of Buyer (“Xxxx-Xxxx Partnership”as the case may be), so long as Grantee shall require, shall be single purpose, "bankruptcy remote" entities, whose formation documents shall be approved by counsel to Grantee. The one (x1) Xxxx-Xxxx Realty Corporationindividual recommended by the Grantor shall serve as an independent director of the Buyer (if the Buyer is a corporation) or the Buyer's corporate general partner or as independent member or, as manager, of Buyer if the Buyer is a Maryland corporation limited liability company. The consent of such independent party shall be required for, among other things, any merger, consolidation, dissolution, bankruptcy or insolvency of such independent party or of the Buyer; and (“Xxxx-Xxxx Realty”12) Grantor delivers to Grantee a written statement from the applicable rating agency to the effect that the Sale will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Sale for any securities issues in connection with a Secondary Market Transaction (as hereinafter defined), maintains at least a 51%.

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 SECTION 4.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 SECTION 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then the same shall constitute an Event of Default hereunder and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V ARTICLE III hereof. (b) A Transfer within . If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 2.9 Section: (i) in the event either Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Mortgagor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to include, among other things: (i) be a transfer of an installment sales agreement wherein Borrower agrees to sell interest in the Property or any part thereof for a price to be paid in installmentsProperty; and (ii) an agreement by Borrower leasing all in the event Mortgagor or any general partner or managing member of Mortgagor is a limited or general partnership, a joint venture or a substantial part of limited liability company, a change in the Property for other than actual occupancy by a space tenant thereunder ownership interests in any general partner, any joint venturer or a saleany managing member, assignment either voluntarily, involuntarily or other transfer ofotherwise, or the grant sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Mortgagor or such general partner (whether in the form of a security beneficial or partnership interest inor in the form of a power of direction, Borrower’s rightcontrol or management, title and or otherwise), shall be deemed to be a transfer of an interest in and to any Leases or any Rents and Profits. (c) the Property. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: however, (i) a Transfer of corporate stock, limited partnership interests and/or or non-managing member interests in Borrower, Mortgagor or in any general partner or managing member of Borrower, or any direct or indirect legal or beneficial owner Mortgagor shall be freely transferable without the consent of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such TransferMortgagee, (ii) any involuntary Transfer transfer caused by the death of Borrower, Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be an Event of Borrower, Default under this Mortgage so long as Borrower Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are is approved by Lender, Mortgagee and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s 's interests in Borrower, Mortgagor or in any of Borrower’s Mortgagor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Mortgage so long as Borrower Mortgagor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower Mortgagor remain unchanged following such gift. gift or any replacement management is approved by Mortgagee. (b) Notwithstanding any provision the foregoing provisions of this Mortgage Section, Mortgagee shall consent to one or more sales, conveyances or transfers of the contraryProperty in its entirety (hereinafter, no "SALE") to any person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity provided that each of the individual following terms and conditions are satisfied for each such Sale: (1) No Default or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to then continuing hereunder or under any of the following: other Loan Documents; (i2) Mortgagor gives Mortgagee written notice of the creationterms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, issuance concurrently therewith, gives Mortgagee all such information concerning the proposed transferee of the Property (hereinafter, "BUYER") as Mortgagee would require in evaluating an initial extension of credit to a borrower and pays to Mortgagee a non- refundable application fee in the amount of $5,000.00. Mortgagee shall have the right to approve or transfer disapprove the proposed Buyer. In determining whether to give or withhold its approval of limited partnership interests the proposed Buyer, Mortgagee shall consider the Buyer's experience and track record in Xxxx-Xxxx Realtyowning and operating facilities similar to the Property, L.P.the Buyer's financial strength, the Buyer's general business standing and the Buyer's relationships and experience with contractors, vendors, tenants, lenders and other business entities; PROVIDED, HOWEVER, that, notwithstanding Mortgagee's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Mortgagee determines to be commercially reasonable in Mortgagee's commercially reasonable discretion and, if given, may be given subject to such conditions as Mortgagee may deem appropriate; (3) Mortgagor pays Mortgagee, concurrently with the closing of such Sale, a Delaware limited non-refundable assumption fee in an amount equal to all out-of-pocket costs and expenses, including, without limitation, attorneys' fees, incurred by Mortgagee in connection with the Sale, plus an amount equal to one percent (1.0%) of the then outstanding principal balance of the Note; (4) The Buyer assumes and agrees to pay the indebtedness secured hereby subject to the provisions of SECTION 4.27 hereof and, prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Mortgagee, such documents and agreements as Mortgagee shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Mortgagee may require; (5) A party associated with the Buyer approved by Mortgagee in its sole discretion assumes the obligations of the current indemnitor under its guaranty or indemnity agreement and such party associated with the Buyer executes, without any cost or expense to Mortgagee, a new guaranty or indemnity agreement in form and substance satisfactory to Mortgagee and delivers such legal opinions as Mortgagee may require; (6) Mortgagor and the Buyer execute, without any cost or expense to Mortgagee, new financing statements or financing statement amendments and any additional documents reasonably requested by Mortgagee; (7) Mortgagor delivers to Mortgagee, without any cost or expense to Mortgagee, such endorsements to Mortgagee's title insurance policy, hazard insurance endorsements or certificates and other similar materials as Mortgagee may deem necessary at the time of the Sale, all in form and substance satisfactory to Mortgagee, including, without limitation, an endorsement or endorsements to Mortgagee's title insurance policy insuring the lien of this Mortgage, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in SUBPARAGRAPH (4) of this Section, with no additional exceptions added to such policy, and insuring that fee simple title to the Property is vested in the Buyer; (8) Mortgagor executes and delivers to Mortgagee, without any cost or expense to Mortgagee, a release of Mortgagee, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Sale, which agreement shall be in form and substance satisfactory to Mortgagee and shall be binding upon the Buyer; (9) Subject to the provisions of SECTION 4.27 hereof, such Sale is not construed so as to relieve Mortgagor of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, and Mortgagor executes, without any cost or expense to Mortgagee, such documents and agreements as Mortgagee shall reasonably require to evidence and effectuate the ratification of said personal liability. Mortgagor shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current indemnitor of its obligations under any guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, and each such current indemnitor executes, without any cost or expense to Mortgagee, such documents and agreements as Mortgagee shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. Each such current indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the loan secured hereby for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (11) The Buyer shall furnish, if the Buyer is a corporation, partnership or other entity, all appropriate papers evidencing the Buyer's capacity and good standing, and the qualification of the signers to execute the assumption of the indebtedness secured hereby, which papers shall include certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. The Buyer and such constituent partners, members or shareholders of Buyer (“Xxxx-Xxxx Partnership”as the case may be), so long as Mortgagee shall require, shall be single purpose, "bankruptcy remote" entities, whose formation documents shall be approved by counsel to Mortgagee. The one (x1) Xxxx-Xxxx Realty Corporationindividual recommended by the Mortgagor shall serve as independent director of the Buyer (if the Buyer is a corporation) or the Buyer's corporate general partner or as independent member or as manager of Buyer if the Buyer is a limited liability company. The consent of such independent party shall be required for, among other things, any merger, consolidation, dissolution, bankruptcy or insolvency of such independent party or of the Buyer; and (12) Mortgagor delivers to Mortgagee a Maryland corporation written statement from the applicable rating agency to the effect that the Sale will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Sale for any securities issues in connection with a Secondary Market Transaction (“Xxxx-Xxxx Realty”as hereinafter defined), maintains at least a 51%.

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Mortgaged Property and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 16.4 hereof, in the event that the Mortgaged Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 6.2 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Mortgaged Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in LenderMortgagee’s sole discretion, then the same shall constitute an Event of Default and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V XV hereof. (b) A Transfer within . For the meaning purposes of this Section 2.9 Section, each of the following shall be deemed to include, among other thingsbe a transfer of an interest in the Mortgaged Property: (i) an installment sales agreement wherein Borrower agrees to sell in the Property event either Mortgagor or any part thereof for of its shareholders, partners or members is a price to be paid in installments; and (ii) an agreement by Borrower leasing all corporation or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoingtrust, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of more than 49% (in one or more related transactions) of the issued and outstanding capital stock of Mortgagor or any of its shareholders, partners or members or of the beneficial owner interest of Borrower, so long as following such Transfer trust (whether or the issuance of new shares of capital stock of any of them (in one or a series of transactions) orsuch that, with respect after giving effect to such issuance and any creation prior issuance, more than forty-nine percent (49%) in the aggregate of the outstanding capital stock of Mortgagor or issuance any of new limited its shareholders, partners or members is owned by any person or entity and their affiliates unless such person or entity and their affiliates owned more than forty-nine percent (49%) of the outstanding capital stock of Mortgagor or such shareholder, partner or member as of the date hereof); and (ii) in the event Mortgagor or any partner or member of Mortgagor is an individual or an entity other than a corporation or trust, a direct or indirect change in the ownership interests in Mortgagor or any partner, any joint venturer or any member, either voluntarily, involuntarily or otherwise, or the direct or indirect sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interests of Mortgagor or of any such partner, joint venturer or member in Mortgagor or of such partner or member (whether in the form of a beneficial or partnership interests interest or membership interestsin the form of a power of direction, control or management, or otherwise). Notwithstanding the foregoing, however, (i) up to (but not more than than) 49% of the beneficial economic limited partner or non-managing member interests in Mortgagor (but not interests held by a general partner or managing member) shall be transferable without Mortgagee’s consent so long as, after giving effect to such transfer and any prior transfers, no more than forty-nine percent (49%) in the aggregate of such limited partner or non-managing member interests in Mortgagor are owned by any person or entity and their affiliates unless such person or entity and their affiliates owned more than a forty-nine percent (49%) limited partner or non-managing member interest in Borrower Mortgagor as of the date hereof (whether directly or indirectlyprovided that if, after giving effect to any such transfer and all prior transfers, more than forty-nine percent (49%) has been transferred in the aggregateaggregate of such limited partner or non-managing member interests in Mortgagor are owned by any person or entity and their affiliates that owned less than a forty-nine percent (49%) limited partner or non-managing member interest in Mortgagor as of the date hereof, there is no Change of Control Mortgagee shall receive (x) a non-consolidation opinion acceptable to Mortgagee and the persons responsible for Rating Agencies and (y) confirmation in writing from the day Rating Agencies that rate the securities issued with respect to day management a securitization of the Property and Borrower remain unchanged following such TransferLoan to the effect that the transfer will not result in a qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the securities so issued), (ii) any involuntary Transfer transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, venturer or member of Mortgagor or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be an Event of Borrower, Default under this Mortgage so long as Borrower Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Mortgaged Property and Borrower Mortgagor remain unchanged as a result of such death or any replacement management or controlling parties are is approved by LenderMortgagee, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, Mortgagor or in any of BorrowerMortgagor’s partners, members, shareholders, beneficial owners of a trust members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Mortgage so long as Borrower Mortgagor is reconstituted promptlypromptly reconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Mortgaged Property and Borrower Mortgagor remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement gift or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and replacement management is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%approved by Mortgagee.

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 5.6 hereof, in the event that the Property or any part thereof or direct or indirect interest of Mortgagor therein or direct or indirect interest in Borrower shall be sold, subject to and in accordance with the provisions hereof (including, without limitation, the provisions of Section 1.13(b) hereof, it being agreed that, without limiting the foregoing, the assumption fee identified in Section 1.13(b)(3) hereof shall be payable in connection with any such sale), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements under Leases which are approved, or deemed approved, in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then then, the same shall constitute an Event of Default hereunder and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 2.9 1.13 (a): (i) in the event either Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Mortgagor or any of its general partners or managing members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to includebe a transfer of an interest in the Property, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all in the event Mortgagor or any general partner or managing member of Mortgagor is a limited or general partnership, a joint venture or a substantial part of limited liability company, a change in the Property for other than actual occupancy by a space tenant thereunder ownership interests in any general partner, any joint venturer or a saleany member, assignment either voluntarily, involuntarily or other transfer ofotherwise, or the grant sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or member in Mortgagor or such general partner (whether in the form of a security beneficial or partnership interest inor in the form of a power of direction, Borrower’s rightcontrol or management, title and or otherwise), shall be deemed to be a transfer of an interest in and to any Leases or any Rents and Profits. (c) the Property. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i1) a Transfer of corporate stock, limited partnership interests and/or non-managing member and/or non-controlling shareholder interests in Borrower, Mortgagor or in any general partner or managing member of BorrowerMortgagor shall be freely transferable without the consent of Mortgagee to a wholly-owned subsidiary of any Affiliate (as defined in Section 1.33) of Mortgagor which has a net worth of at least $50,000,000 at the time of transfer, or any direct or indirect legal or beneficial owner $50,000,000 as determined by Mortgagee in its sole discretion, provided that at least ten (10) days notice of Borrowersuch transfer is given to Mortgagee, so long as following together with evidence reasonably satisfactory to Mortgagee of such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfernet worth, (ii2) any involuntary Transfer transfer caused by the death of Borrower, Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, trust shall not be a default under this Mortgage so long as Borrower Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of Mortgagor and the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are is approved by LenderMortgagee, and (iii3) a Transfer comprised of gifts for estate planning purposes of any individual’s 's interests in Borrower, Mortgagor or in any of Borrower’s Mortgagor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Mortgage so long as Borrower Mortgagor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower Mortgagor remain unchanged following such gift. gift or any replacement management is approved by Mortgagee and (4) the sale or transfer of stock or interest in Corporate Property Associates 14 Incorporated, Corporate Property Associates 15 Incorporated, Corporate Property Associates 12 Incorporated, Corporate Property Associates 16-Global Incorporated, Xxxxx Institutional Properties Incorporated or W.P. Xxxxx & Co. LLC shall not be an Event of Default under this Mortgage so long as the applicable company whose stock or interest is being sold or transferred is required to file, with respect to the equity interests of such company, periodic reports with the Securities and Exchange Commission under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. (b) Notwithstanding any provision the foregoing provisions of this Mortgage Section Mortgagee shall consent to a one time sale, conveyance or transfer of the Property in its entirety (hereinafter, "Sale") to any person or entity, and to one further Sale of by such person or entity, provided that in case of each such Sale each of the following terms and conditions are satisfied: (1) No Event of Default is then continuing; (2) Mortgagor gives Mortgagee written notice of the terms of such prospective Sale not less than forty-five (45) days before the date on which such Sale is scheduled to close and, concurrently therewith, gives Mortgagee all such information concerning the proposed transferee of the Property (hereinafter, the "Buyer") as Mortgagee would require in evaluating an initial extension of credit to a borrower and pays to Mortgagee a non-refundable application fee in the amount of $5,000,00. Mortgagee shall have the right to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Mortgagee shall consider the Buyer's experience and track record in owning and operating facilities similar to the contraryProperty, the Buyer's financial strength, the Buyer's general business standing and the Buyer's relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Mortgagee's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Mortgagee, in its sole discretion, determines to be commercially reasonable (it being acknowledged that Mortgagee shall not be obligated to approve any proposed Buyer unless Mortgagee receives confirmation in writing from each of the Rating Agencies (as defined herein) that such Sale will not result in a qualification, downgrade or withdrawal of any rating in effect immediately prior to such Sale for any securities issued in connection with a Secondary Market Transaction (as defined herein) and, if given, may be given subject to such conditions as Mortgagee may deem appropriate; provided further, however, that any entity that (x) satisfies all of the other requirements of this Section 1.13(b) and (y) is either (i) a wholly owned subsidiary of W.P. Xxxxx & Co. LLC or (ii) a wholly owned subsidiary of an entity which is controlled by W.P. Xxxxx & Co. LLC (including, without limitation, a wholly owned subsidiary of any Of the following entities so long as such entities are controlled by W.P. Xxxxx & Co. LLC: Corporate Property Associates 14 Incorporated, Corporate Property Associates 15 Incorporated, Corporate Property Associates 12 Incorporated, Corporate Property Associates 16 - Global Incorporated or Xxxxx Institutional Properties Incorporated), shall be deemed to be an acceptable Buyer for purposes of this Section 1.13(b)(2) (an entity that satisfied the requirements of clauses (x) and (y) above shall be referred to herein as a "Pre-approved Buyer"); (3) Mortgagor pays Mortgagee, concurrently with the closing of such Sale, a nun-refundable assumption fee in an amount equal to (x) all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by Mortgagee in connection with the Sale plus (y) so long as the Buyer is not a Pre-approved Buyer, an amount equal to one percent (1.0%) of the then outstanding principal balance of the Note; (4) The Buyer assumes and agrees to pay the indebtedness secured hereby subject to the provisions of Section 5.27 hereof and, prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Mortgagee such documents and agreements as Mortgagee shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Mortgagee may reasonably require; (5) Mortgagor and the Buyer execute, without any cost or expense to Mortgagee, new financing statements or financing statement amendments and any additional documents reasonably requested by Mortgagee; (6) A party associated with the Buyer approved by Mortgagee in its sole discretion assumes the obligations of the current guarantor and indemnitor under its guaranty or indemnity agreements and such party associated with the Buyer executes, without any cost or expense to Mortgagee, a new guaranty or indemnity agreement in form and substance satisfactory to Mortgagee and delivers such legal opinions as Mortgagee may reasonably require; (7) Mortgagor delivers to Mortgagee, without any cost or expense to Mortgagee, such endorsement to Mortgagee's title insurance policy, hazard insurance endorsements or certificates and other similar materials as Mortgagee may deem necessary at the time of the Sale, all in form and substance reasonably satisfactory to Mortgagee, to the extent available, including, without limitation, an endorsement or endorsements to Mortgagee's title insurance policy insuring the lien of this Mortgage, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subparagraph (4) of this Section with no additional exceptions added to such policy and insuring that fee. simple title to the Property is vested in the Buyer; (8) Mortgagor executes and delivers to Mortgagee, without any cost or expense to Mortgagee, a release of Mortgagee, its officers, directors, employees and agents, from all claims, and liability relating to the transactions evidenced by the Loan Documents through and including the date of the closing of the Sale, which agreement shall be in form and substance reasonably satisfactory to Mortgagee and shall be binding upon the Buyer; (9) Subject to the provisions of Section 5.27 hereof, such Sale is not construed so as to relieve Mortgagor of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale and Mortgagor executes, without any cost or expense to Mortgagee, such documents and agreements as Mortgagee shall reasonably require to evidence and effectuate the ratification of said personal liability. Mortgagor shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts of events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current indemnitor of its obligations under any guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale and each such current guarantor and indemnitor executes, without any cost or expense to Mortgagee, such documents and agreements as Mortgagee shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. Each such current indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the loan secured hereby for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; and (11) The Buyer shall furnish, if the Buyer is a corporation, limited liability company, partnership or other entity, all appropriate papers evidencing the Buyer's capacity and good standing, and the qualification of the signers to execute the assumption of the indebtedness secured hereby, which papers shall include certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. The Buyer and such constituent partners, members or shareholders of Buyer (as the case may be), as Mortgagee shall require, shall be single purpose, "bankruptcy remote" entities, whose formation documents shall be approved by counsel to Mortgagee. (c) Notwithstanding (and without limiting) the foregoing provisions of this Section 1.13, no person or entity may become an owner transfer of a any direct or indirect interest ownership interests in BorrowerMortgagor may be made such that the transferee owns, which interest exceeds in the aggregate with the ownership interests in Mortgagor of transferee's Affiliates, more than a forty-nine percent (49%) percent, without Lender’s prior written consent interest in Mortgagor unless Borrower has complied with such transfer is conditioned upon the provisions set forth in Section 2.9(d) below. For purposes delivery of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage nonconsolidation opinion acceptable to the contrary, provided no Event of Default has occurred Mortgagee and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%applicable rating Agency.

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Property and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.6 hereof, in the event that the Mortgaged Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Mortgaged Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then the same shall constitute an Event of Default a default hereunder and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. . If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Mortgagor were prepaying the entire Debt on the date of such acceleration. For the purposes of this Section, the following events shall be deemed to be a transfer of interest in the Mortgaged Property: (bi) the transfer of greater than twenty-five percent (25%) of the outstanding common stock Mortgagor or (ii) a "change of control" of General Host Corporation, the guarantor of the Loan ("Guarantor"). A Transfer "change of control" with respect to Guarantor shall be deemed to have occurred if: (A) any person or group within the meaning of this Section 2.9 13(d) (3) of the Securities Exchange Act of 1934 (the "Exchange Act"), together with any affiliates of any such person or group, shall be deemed beneficially own, directly or indirectly (within the meaning of Rule 13d-3 under the Exchange Act), at least twenty-five percent (25%) of the total voting power of all classes of capital stock of the Guarantor entitled to includevote generally in the election of directors of the Guarantor, among other things: (iB) an installment sales agreement wherein Borrower agrees to sell the Property Guarantor consolidates with, merges into or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing sells, leases or conveys all or a substantial part substantially all of its assets to, any other Person, or (C) the Guarantor is liquidated or dissolved or the stockholders of the Property Guarantor adopt a plan for other than actual occupancy by a space tenant thereunder the liquidation or a sale, assignment or other transfer of, or dissolution of the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Guarantor. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: however, (ix) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, Mortgagor or in any general partner or member of BorrowerMortgagor shall be freely transferable without the consent of Mortgagee, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer and (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (iiy) any involuntary Transfer transfer caused by the death of Borrower, Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, trust shall not be a default under this Mortgage so long as Borrower Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%the

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Mortgaged Property and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.6 hereof, in the event that the Mortgaged Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except pursuant to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereofLease), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Mortgaged Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then the same shall constitute an Event of Default and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . For the meaning purposes of this Section 2.9 shall be deemed to include, among other thingsSection: (i) an installment sales agreement wherein Borrower agrees to sell in the Property event either Mortgagor or any part thereof for of its general partners or members is a price to be paid in installments; and (ii) an agreement by Borrower leasing all corporation or a substantial part trust, the sale, conveyance, transfer or disposition of more than 10% of the Property for other than actual occupancy by a space tenant thereunder issued and outstanding capital stock of Mortgagor or a sale, assignment any of its general partners or other transfer of, members or of the beneficial interest of such trust (or the grant issuance of a security interest in, Borrower’s right, title and interest new shares of capital stock in and to any Leases Mortgagor or any Rents and Profits. of its general partners or managing members so that immediately after such issuance (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) orthe total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Mortgaged Property; and (ii) in the event Mortgagor or any general partner or managing member of Mortgagor is a limited or general partnership, with respect a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Mortgagor or such general partner or managing member (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to any creation or issuance be a transfer of new an interest in the Mortgaged Property. Notwithstanding the foregoing, however, (i) limited partnership interests in Mortgagor or membership interests, not more than 49% in any general partner or member of Mortgagor shall be freely transferable without the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change consent of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such TransferMortgagee, (ii) any involuntary Transfer transfer caused by the death of Borrower, Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be an Event of Borrower, Default under this Mortgage so long as Borrower Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Mortgaged Property and Borrower Mortgagor remain unchanged as a result of such death or any replacement management or controlling parties are is approved by LenderMortgagee, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s 's interests in Borrower, Mortgagor or in any of Borrower’s Mortgagor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Mortgage so long as Borrower Mortgagor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Mortgaged Property and Borrower Mortgagor remain unchanged following such gift. gift or any replacement management is approved by Mortgagee. (b) Notwithstanding any provision the foregoing provisions of this Mortgage Section, Mortgagee shall consent to a sale, conveyance or transfer of the contraryMortgaged Property in its entirety (hereinafter, no "Sale") to any person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity provided that each of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individualsfollowing terms and conditions are satisfied: 1. Notwithstanding any provision of this Mortgage to the contrary, provided No Default and no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to then continuing hereunder or under any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%other Loan Documents;

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) . A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (cb) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage Deed of Trust to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d2.9(c) below. For purposes of this Section 2.9(c2.9(b), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%.

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section 15.13 and Section 18.2 of the Loan Agreement, the terms of which are hereby incorporated herein by reference, and notwithstanding anything to the contrary contained in Section 6.6 4.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect any interest in Borrower Mortgagor shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereofunder Leases), assigned, pledged, mortgaged, further encumbered or otherwise transferred in derogation of this Mortgage or Borrower of Section 15.13 of the Loan Agreement, or Mortgagor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in LenderMortgagee’s sole discretion, then then, the same shall constitute an Event of Default hereunder and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within the meaning of this Section 2.9 shall be deemed . If such acceleration is during any period when a prepayment fee is payable pursuant to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c)the Note, “Change of Control” shall mean a change then, in the identity addition to all of the individual or entities or group of individuals or entities who have foregoing. such prepayment fee shall also then be immediately due and payable to the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking same end as though Mortgagor were it not for prepaying the rights entire indebtedness secured hereby on the date of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%acceleration.

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests (other than the general partner’s direct interests in Borrower owned by any SPE Equity Owner) and/or non-membership interests (other than the managing member member’s direct interests in Borrower owned by any SPE Equity Owner) in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, aggregate and there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such giftgift and (iv) the contribution by Madiera Group, LLC, a North Carolina limited liability company (“Madiera”) and TXG, LLC, a South Carolina limited liability company (“TXG”) of their respective membership interests in Campus Crest Group, LLC, a North Carolina limited liability company (“Campus Crest”), to MXT Capital, LLC, a North Carolina limited liability company (“MXT”), in exchange for the issuance by MXT of all of its membership interests to Madiera and TXG, and so long as there is no Change of Control and those persons responsible for the day-to-day management of the Property and Borrower remain unchanged following such contribution and issuance of the membership interests of MXT. Notwithstanding any provision of this Mortgage Security Deed to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%nine

Alienation and Further Encumbrances. (a) Borrower Grantor acknowledges that Lender Xxxxxxx has relied upon the principals of Borrower Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 SECTION 4.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 SECTION 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Grantor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Grantee being first obtained, which consent may be withheld in Lender’s Xxxxxxx's sole discretion, then the same shall constitute an Event of Default hereunder and Lender Grantee shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V ARTICLE III hereof. (b) A Transfer within . If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 2.9 Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to include, among other things: (i) be a transfer of an installment sales agreement wherein Borrower agrees to sell interest in the Property or any part thereof for a price to be paid in installmentsProperty; and (ii) an agreement by Borrower leasing all in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a substantial part of limited liability company, a change in the Property for other than actual occupancy by a space tenant thereunder ownership interests in any general partner, any joint venturer or a saleany managing member, assignment either voluntarily, involuntarily or other transfer ofotherwise, or the grant sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a security beneficial or partnership interest inor in the form of a power of direction, Borrower’s rightcontrol or management, title and or otherwise), shall be deemed to be a transfer of an interest in and to any Leases or any Rents and Profits. (c) the Property. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: however, (i) a Transfer of corporate stock, limited partnership interests and/or non-or non- managing member interests in Borrower, Grantor or in any general partner or managing member of Borrower, or any direct or indirect legal or beneficial owner Grantor shall be freely transferable without the consent of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such TransferGrantee, (ii) any involuntary Transfer transfer caused by the death of Borrower, Grantor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be an Event of Borrower, Default under this Security Deed so long as Borrower Grantor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are is approved by Lender, Grantee and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s 's interests in Borrower, Grantor or in any of Borrower’s Grantor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Borrower Grantor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower Grantor remain unchanged following such gift. gift or any replacement management is approved by Xxxxxxx. (b) Notwithstanding any provision the foregoing provisions of this Mortgage Section, Grantee shall consent to one or more sales, conveyances or transfers of the contraryProperty in its entirety (hereinafter, no "SALE") to any person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity provided that each of the individual following terms and conditions are satisfied for each such Sale: (1) No Default or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to then continuing hereunder or under any of the following: other Loan Documents; (i2) Grantor gives Grantee written notice of the creationterms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, issuance concurrently therewith, gives Grantee all such information concerning the proposed transferee of the Property (hereinafter, "BUYER") as Grantee would require in evaluating an initial extension of credit to a borrower and pays to Grantee a non-refundable application fee in the amount of $5,000.00. Grantee shall have the right to approve or transfer disapprove the proposed Buyer. In determining whether to give or withhold its approval of limited partnership interests the proposed Buyer, Grantee shall consider the Buyer's experience and track record in Xxxx-Xxxx Realtyowning and operating facilities similar to the Property, L.P.the Buyer's financial strength, the Buyer's general business standing and the Buyer's relationships and experience with contractors, vendors, tenants, lenders and other business entities; PROVIDED, HOWEVER, that, notwithstanding Grantee's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Grantee determines to be commercially reasonable in Grantee's commercially reasonable discretion and, if given, may be given subject to such conditions as Grantee may deem appropriate; (3) Grantor pays Grantee, concurrently with the closing of such Sale, a Delaware limited non-refundable assumption fee in an amount equal to all out- of-pocket costs and expenses, including, without limitation, attorneys' fees, incurred by Grantee in connection with the Sale, plus an amount equal to one percent (1.0%) of the then outstanding principal balance of the Note; (4) The Buyer assumes and agrees to pay the indebtedness secured hereby subject to the provisions of SECTION 4.27 hereof and, prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Grantee, such documents and agreements as Grantee shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Grantee may require; (5) A party associated with the Buyer approved by Grantee in its sole discretion assumes the obligations of the current indemnitor under its guaranty or indemnity agreement and such party associated with the Buyer executes, without any cost or expense to Grantee, a new guaranty or indemnity agreement in form and substance satisfactory to Grantee and delivers such legal opinions as Grantee may require; (6) Grantor and the Buyer execute, without any cost or expense to Grantee, new financing statements or financing statement amendments and any additional documents reasonably requested by Xxxxxxx; (7) Grantor delivers to Grantee, without any cost or expense to Grantee, such endorsements to Grantee's title insurance policy, hazard insurance endorsements or certificates and other similar materials as Grantee may deem necessary at the time of the Sale, all in form and substance satisfactory to Grantee, including, without limitation, an endorsement or endorsements to Grantee's title insurance policy insuring the lien of this Security Deed, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in SUBPARAGRAPH (4) of this Section, with no additional exceptions added to such policy, and insuring that fee simple title to the Property is vested in the Buyer; (8) Grantor executes and delivers to Grantee, without any cost or expense to Grantee, a release of Grantee, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Sale, which agreement shall be in form and substance satisfactory to Grantee and shall be binding upon the Buyer; (9) Subject to the provisions of SECTION 4.27 hereof, such Sale is not construed so as to relieve Grantor of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, and Grantor executes, without any cost or expense to Grantee, such documents and agreements as Grantee shall reasonably require to evidence and effectuate the ratification of said personal liability. Grantor shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current indemnitor of its obligations under any guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, and each such current indemnitor executes, without any cost or expense to Grantee, such documents and agreements as Grantee shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. Each such current indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the loan secured hereby for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (11) The Buyer shall furnish, if the Buyer is a corporation, partnership or other entity, all appropriate papers evidencing the Buyer's capacity and good standing, and the qualification of the signers to execute the assumption of the indebtedness secured hereby, which papers shall include certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. The Buyer and such constituent partners, members or shareholders of Buyer (“Xxxx-Xxxx Partnership”as the case may be), so long as Grantee shall require, shall be single purpose, "bankruptcy remote" entities, whose formation documents shall be approved by counsel to Grantee. The one (x1) Xxxx-Xxxx Realty Corporationindividual recommended by the Grantor shall serve as an independent director of the Buyer (if the Buyer is a corporation) or the Buyer's corporate general partner or as independent member or, as manager, of Buyer if the Buyer is a Maryland corporation limited liability company. The consent of such independent party shall be required for, among other things, any merger, consolidation, dissolution, bankruptcy or insolvency of such independent party or of the Buyer; and (“Xxxx-Xxxx Realty”12) Grantor delivers to Grantee a written statement from the applicable rating agency to the effect that the Sale will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Sale for any securities issues in connection with a Secondary Market Transaction (as hereinafter defined), maintains at least a 51%.

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning the ownership and operating organizational structure of the Property and properties similar to the Property Mortgagor in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then the same shall constitute an Event of Default a default hereunder and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Mortgagor or any of its members is a corporation or trust, the sale, conveyance, transfer or disposition of any of the issued and outstanding capital stock of Mortgagor or any of its members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Mortgagor or any of its members) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Mortgagor or any members of Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or member in Mortgagor or such member (whether in the form of a beneficial or membership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. (b) A Transfer within In the meaning event that Mortgagee shall consent, without in any way implying any obligation on the part of this Section 2.9 Mortgagee to so consent, to a further encumbrance of the Property, the documents evidencing or creating such encumbrance shall be deemed subject to includethe prior written approval of Mortgagee and shall expressly provide, among in addition to any other thingsitems required by Mortgagee, that: (i) an installment sales agreement wherein Borrower agrees they are subordinate, secondary, junior and inferior in all respects to sell the Property or lien of this Mortgage, to the security provided by the other Loan Documents and to any and all rights of Mortgagee set forth therein, including, without limitation, Mortgagee's right to payment under the Note and the rights of Mortgagee set forth herein with respect to any insurance proceeds and condemnation awards which are a part thereof for a price to be paid in installmentsof the Property; and (ii) an agreement they shall remain subordinate, secondary, junior and inferior in all respects to any amendments, modifications, extensions or changes in this Mortgage and the other Loan Documents thereafter entered into by Borrower leasing Mortgagee and Mortgagor or any indemnitor or guarantor under any indemnity or guaranty executed in connection with the loan secured hereby; and (iii) they are subordinate, secondary, junior and inferior in all or a substantial part respects to all existing and future leases of the Property for other than actual occupancy or any portion thereof and the holder thereof shall, upon request of Mortgagee, specifically subordinate the lien of such encumbrance to all leases of the Property or any portion thereof executed after the date of such encumbrance; and (iv) the holder of such subordinate mortgage acknowledges and agrees that a conveyance of all or any portion of the Property to such holder by foreclosure, deed in lieu of foreclosure or otherwise shall constitute a space tenant thereunder or a saledefault under this Mortgage. (c) Notwithstanding anything in this Section 1.13 to the contrary, assignment or other Mortgagor may, without obtaining the prior written consent of Mortgagee, but with prior written notice to Mortgagee, transfer of, or the grant all of a security interest in, Borrower’s its right, title and interest in and to any Leases the Property, subject to this Mortgage, to another single-purpose, bankruptcy-remote entity that is at least fifty percent (50%) beneficially owned, directly or any Rents indirectly, by Showboat, Inc. or, after the consummation of the contemplated acquisition of Showboat, Inc. by Harrah's, by Harrah's, and Profits. (c) Notwithstanding the foregoing, the following Transfers shall x xxxxge ix xxx xwnership of Mortgagor may be permitted under this Section 2.9 effected without obtaining the prior written consent of Lender: Mortgagee (but with prior written notice to Mortgagee) so long as Showboat, Inc. or Harrah's, as applicable, xxxxx xeneficially own, directly or indirectly, at least fifty percent (50%) of the interests in Mortgagor, provided that concurrently with such transfer, (i) Showboat, Inc. or Harrah's, as applicable, xxxxxers to Mortgagee a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% written confirmation from each of the beneficial economic interest in Borrower rating agencies rating the certificates issued under the Securitization (whether directly as hereinafter defined) stating that such transfer will not adversely affect or indirectly) has been transferred in change the aggregate, there is no Change then-current rating of Control and any class of certificate issued under the persons responsible for the day to day management of the Property and Borrower remain unchanged following such TransferSecuritization, (ii) any involuntary Transfer caused by Showboat, Inc. or Harrah's, as applicable, xxxxxxxx to Mortgagee and to the death of Borrower, rating agencies one or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any more nonconsolidation opinions with respect to the Mortgagor and its direct or and indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following owners (after such death and so long as there is no Change of Control and those persons responsible for transfer) that are acceptable to the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lenderrating agencies, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any a transfer of the following: (i) Property, the creationtransferee agrees in writing to assume and perform all of Mortgagor's obligations hereunder and under the other Loan Documents and to be bound by all of the terms, issuance or transfer covenants and conditions of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%the Loan Documents pertaining to Mortgagor.

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender ----------------------------------- Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the NoteLoan Agreement. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then then, the same shall constitute an Event of Default a default hereunder and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the NoteLoan Agreement, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning of this Section 2.9 shall be deemed provisions set forth in the Loan Agreement, then, in addition to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a saleforegoing, assignment or other transfer of, or such prepayment fee shall also then be immediately due and payable to the grant same end as though Mortgagor were prepaying the entire indebtedness secured hereby on the date of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) such acceleration. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stockhowever, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer transfer caused by the death of Borrower, Mortgagor or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, trust shall not be a default under this Mortgage so long as Borrower Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are is approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%Mortgagee.

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the NoteCountryside Atlanta Loan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.5 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s 's sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in any of the NoteNotes, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning provisions set forth in the Notes, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Borrower were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 2.9 Section, the sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of the ultimate beneficial ownership interest in) Borrower shall be deemed to includebe a transfer of an interest in the Property. Notwithstanding the foregoing, among other thingshowever, transfers or assignments of ownership interests in Borrower (and/or its constituent parties) may be undertaken without the consent of Lender in each of the following circumstances: (1) Direct or indirect ownership interests in Borrower, Sun QRS Countryside Manager, Inc., a Michigan corporation, and/or Sun Communities Operating Limited Partnership, a Michigan limited partnership ("SCOLP") may be freely transferred so long as Sun Communities, Inc., a Maryland corporation ("Sun") maintains at least a 51% ultimate beneficial ownership interest in Borrower. (2) The sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the stock of (or, directly or indirectly through constituent parties, any of the ultimate beneficial ownership interest in the stock of) Sun shall not be prohibited by the restrictions contained in this Section 1.13. (3) Involuntary assignments or transfers caused by the death, incompetence or dissolution of Borrower, any of its constituent parties or the owner of any of its constituent parties are permitted if: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death death, incompetence or any replacement management or controlling parties are approved by Lenderdissolution, and (iiiii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), Sun maintains at least a 51%% ultimate beneficial ownership interest in Borrower. In all cases where assignment of ownership interests is allowed pursuant to this Section 1.13(a), the proportionate ownership which is proposed to be transferred shall be calculated so as to take into account prior transfers or assignments occurring after the date hereof.

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer“ Transfer ”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests (other than the general partner’s direct interests in Borrower owned by any SPE Equity Owner) and/or non-membership interests (other than the managing member member’s direct interests in Borrower owned by any SPE Equity Owner) in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, aggregate and there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision , (iv) transfers of this Mortgage to stock in Acadia Realty Trust as traded on the contraryNew York Stock Exchange, no person or entity may become an owner (v) a Transfer of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity 100% of the individual or entities or group membership interests of individuals or entities who have Acadia Realty Limited Partnership in Borrower and Acadia 000 Xxxxxxxxx Xxxxxx, LLC, the right, by virtue sole general partner of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership“ Sole General Partner ”), so long as (x) Xxxx-Xxxx Realty Corporationto Aberdeen-239, LLC, a Maryland corporation Connecticut limited liability company (“Xxxx-Xxxx Realty“ Aberdeen ”), maintains provided prior to the consummation of such Transfer Lender has obtained satisfactory legal due diligence searches on Xxxxx Xxxxxxxx, including, but not limited to, credit, bankruptcy, litigation, tax lien, judgment and UCC searches at least a 51%Borrower’s expense, which searches must be satisfactory to Lender in all respects before any such Transfer under this Section 2.9(c)(v) may be consummated and provided further that after such Transfer Xxxxx

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 16.4 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 6.2 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in LenderMortgagee’s sole discretion, then the same shall constitute an Event of Default and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V XV hereof. (b) A Transfer within . For the meaning purposes of this Section 2.9 Section, each of the following shall be deemed to include, among other thingsbe a transfer of an interest in the Property: (i) an installment sales agreement wherein Borrower agrees to sell in the Property event either Mortgagor or any part thereof for of its shareholders, partners or members is a price to be paid in installments; and (ii) an agreement by Borrower leasing all corporation or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoingtrust, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of more than 49% (in one or more related transactions) of the issued and outstanding capital stock of Mortgagor or any of its shareholders, partners or members or of the beneficial owner interest of Borrower, so long as following such Transfer trust (whether or the issuance of new shares of capital stock of any of them (in one or a series of transactions) orsuch that, with respect after giving effect to such issuance and any creation prior issuance, no more than forty-nine percent (49%) in the aggregate of the outstanding capital stock of Mortgagor or issuance any of new limited its shareholders, partners or members is owned by any person or entity and their affiliates unless such person or entity and their affiliates owned more than forty-nine percent (49%) of the outstanding capital stock of Mortgagor or such shareholder, partner or member as of the date hereof); and (ii) in the event Mortgagor or any partner or member of Mortgagor is an individual or an entity other than a corporation or trust, a direct or indirect change in the ownership interests in Mortgagor or any partner, any joint venturer or any member, either voluntarily, involuntarily or otherwise, or the direct or indirect sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interests of Mortgagor or of any such partner, joint venturer or member in Mortgagor or of such partner or member (whether in the form of a beneficial, membership or partnership interests interest or membership interestsin the form of a power of direction, control or management, or otherwise). Notwithstanding the foregoing, however, (i) up to (but not more than than) 49% of the beneficial economic limited partner or non-managing member interests in Mortgagor (but not interests in a general partner or managing member) shall be transferable and/or issuable without Mortgagee’s consent so long as, after giving effect to such transfer or issuance and any prior transfers or issuances, no more than forty-nine percent (49%) in the aggregate of such limited partner or non-managing member interests in such Mortgagor are owned by any person or entity and their affiliates unless such person or entity and their affiliates owned more than a forty-nine percent (49%) limited partner or non-managing member interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management such Mortgagor as of the Property and Borrower remain unchanged following such Transferdate hereof, (ii) any involuntary Transfer transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, venturer or member of any Mortgagor or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be an Event of Borrower, Default under this Mortgage so long as Borrower such Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower such Mortgagor remain unchanged as a result of such death or any replacement management or controlling parties are is approved by LenderMortgagee, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, any Mortgagor or in any of Borrowerany Mortgagor’s partners, members, shareholders, beneficial owners of a trust members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Mortgage so long as Borrower such Mortgagor is reconstituted promptlypromptly reconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower such Mortgagor remain unchanged following such gift. gift or any replacement management is approved by Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Notwithstanding any provision other provisions of this Mortgage Mortgage, Mortgagee shall not unreasonably withhold, condition or delay its consent (and shall use commercially reasonable efforts to respond to Mortgagor’s request for consent within forty-five (45) days of Mortgagee’s receipt of such written request) to a sale, conveyance or transfer of the contraryProperty in its entirety (hereinafter, no “Sale”) to any person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity provided that each of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individualsfollowing terms and conditions are satisfied: 1. Notwithstanding any provision of this Mortgage to the contrary, provided no No Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to hereunder or under any of the following: other Loan Documents which has not been waived; 2. Mortgagor gives Mortgagee written notice of the terms of such prospective Sale not less than forty-five (45) days before the date on which such Sale is scheduled to close and, concurrently therewith, gives Mortgagee all such information concerning the proposed transferee of the Property (hereinafter, “Buyer”) as Mortgagee would require in evaluating an initial extension of credit to a borrower and pays to Mortgagee a non-refundable application fee in the amount of $5,000. Mortgagee shall have the right to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Mortgagee shall consider the Buyer’s experience and track record in owning and operating facilities similar to the Property, the Buyer’s financial strength, the Buyer’s general business standing and the Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Mortgagee’s agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Mortgagee determines to be commercially reasonable in Mortgagee’s sole discretion and, if given, may be given subject to such reasonable conditions as Mortgagee may deem appropriate; 3. Mortgagor pays Mortgagee, concurrently with the closing of such Sale, a non-refundable assumption fee in an amount equal to all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Mortgagee in connection with the Sale, plus an amount equal to an assumption fee equal to one-quarter of one percent (0.25%) of the then outstanding principal balance of the Note for the first transfer and one percent (1.0%) of the then outstanding principal balance of the Note for each subsequent transfer; 4. The Buyer executes, without any cost or expense to Mortgagee, such documents and agreements as Mortgagee shall reasonably require in connection with the Sale, including, but not limited to, an assumption agreement, financing statements, and guaranties or indemnities, all in form and substance reasonably satisfactory to Mortgagee; provided, however, that such documents and agreements shall include certifications from Mortgagee as to (i) the creationoutstanding principal balance of the Note, issuance or transfer (ii) no Event of Default having occurred under any of the Loan Documents, (iii) the current balance of each Reserve, (iv) the interest rate of the Note and (v) the Maturity Date of the Note. The Buyer shall also deliver to Mortgagee such insurance policies and other documents and certificates as the Mortgagee may reasonably require. Mortgagee may require certain documents, including but not limited partnership interests in Xxxx-Xxxx Realty, L.P.to, a Delaware limited partnership non-consolidation opinion in form and substance satisfactory to Mortgagee and any applicable rating agency. 5. Mortgagee receives confirmation in writing from the applicable rating agencies that rate the securities issued with respect to a securitization of the Loan to the effect that the transfer will not result in a qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the securities so issued. 6. Such Sale occurs no sooner than the earlier of (“Xxxx-Xxxx Partnership”)i) six (6) months after the date hereof or (ii) the day after the securitization of the Loan. 7. Buyer binds itself to representations and covenants substantially similar to those made by the Mortgagor in Section 10.4 of this Mortgage. (c) Such Sale shall not be construed so as to relieve Mortgagor of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, so long as whether or not same is discovered prior or subsequent to the closing of such Sale. Mortgagor and Indemnitor shall be fully released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale. (xd) Xxxx-Xxxx Realty CorporationIndemnitor shall be fully released from its obligations under the Loan Documents, upon the acceptance by Mortgagee of a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%guarantor or indemnitor reasonably acceptable to Mortgagee under replacement guaranty or indemnity agreements executed by such guarantor or indemnitor in connection with such sale reasonably acceptable to Mortgagee.

Alienation and Further Encumbrances. (a) Borrower acknowledges Borrowers acknowledge that Lender has relied upon the principals of Borrower Borrowers and the other Loan Parties and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the NoteLoan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that if the Property or any part thereof of the Property or direct or indirect interest therein or direct or indirect interest in Borrower the Property shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except pursuant to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereofOperating Leases), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Borrowers shall be divested of its their respective title to the Property or any direct or indirect interest thereinin the Property, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, and, if required or necessary, the approval or consent of any Governmental Authorities that have direct or indirect authority or oversight over Borrowers, the Property, or the operations conducted on the Property, then the same shall constitute an Event of Default under this Loan Agreement and Lender shall have the right, at its option, to declare any or all of the DebtObligations, irrespective of the maturity date specified in the Notethis Loan Agreement, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereofVIII or in any of the Security Instruments or in any of the other Loan Documents. For purposes of this Section 7.10(a), the sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of the ultimate beneficial ownership interest in) Borrowers shall be deemed to be a transfer of an interest in the Property. Furthermore, the sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of the ultimate beneficial ownership interest in) any Guarantor or Pledging Entity shall constitute an Event of Default under this Loan Agreement and Lender shall have the right to exercise its various remedies described in this Loan Agreement and in the other Loan Documents. (b) A Transfer within Borrowers shall not consent to any direct or indirect transfer of any Operating Lease, or any ownership interest in any Operator, or suffer or permit any direct or indirect sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering of any Operating Lease (or any Operator’s interest in an Operating Lease). Borrowers shall use commercially reasonable efforts to prevent any direct or indirect sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering of any Operator’s interest in any Operating Lease or any ownership interest in any Operator that would be in violation of any Operating Lease. If any direct or indirect sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering any Operator’s interest in any Operating Lease or any ownership interest in any Operator occurs in violation of any Operator Lease, Borrowers shall pursue all rights and remedies against such Operator (but the meaning pursuit of any such rights or remedies shall be subject to Lender’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed). Without limitation, Borrowers are not in breach of this Section 2.9 shall be deemed to includeparagraph if any direct or indirect sale, among other things: conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering of any Operating Lease (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price Operator’s interest in an Operating Lease) occurs without the prior written consent of Borrowers and Lender and is permitted pursuant to be paid in installments; the terms and (ii) an agreement by Borrower leasing all or a substantial part conditions of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profitsapplicable Operating Lease . (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this foregoing provisions of Section 2.9 without the prior consent of Lender: 7.10(a), (i) a Transfer provided that (A) no Default or Event of corporate stockDefault exists, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer and (whether in one or a series of transactionsB) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control would occur, a one-time transfer of the entire interest of Summit Healthcare Operating Partnership, L.P. in each of Borrowers to Summit Union Life Holdings, LLC shall be permitted provided that Lender determines, in its Permitted Discretion, that all of the following conditions are satisfied: (1) after the transfers, the ownership (direct and indirect) of the Borrowers shall be as stated on the organizational chart attached as Schedule 7.10(c); (2) Borrowers shall have provided Lender with a thirty (30) day advance written notice of the proposed transfer, and all documents effecting such transfer, all of which shall be satisfactory to Lender in its Permitted Discretion; (3) Lender shall have received a Pledge and Security Agreement from Summit Union Life Holdings, LLC in form as that provided by Summit Healthcare Operating Partnership, L.P. (with any reasonable changes required by Lender); (4) Lender shall have received a current UCC search of Summit Union Life Holdings, LLC confirming that Lender will have a first-priority security interest in the collateral to be provided in such Pledge and Security Agreement; (5) Lender shall have received such organizational documents (including state, good standing and other certifications) from Summit Union Life Holdings, LLC and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of other entities owning a direct or indirect interest therein as required by Lender, all of which shall be satisfactory to Lender in Borrowerits Permitted Discretion; (6) Borrowers shall have certified to Lender that all terms and conditions (1) – (5) have been satisfied; (7) Lender shall have received, which if requested by Lender, any opinions of counsel for borrower confirming in form and substance as required by Lender in its Permitted Discretion, among other matters, that the new Pledge and Security Agreement has been duly authorized, executed and delivered and is enforceable in accordance with its terms, together with any other documents required by Lender in its Permitted Discretion; and (8) Lender shall have been reimbursed for all costs and expenses of Lender (including attorneys’ fees and costs of internal and external counsel). (ii) if any Transfer of any interest exceeds forty-nine in any Borrower or Loan Party, whether direct or indirect, would result in any Person owning more than twenty percent (4920%) percentof the direct or indirect legal, beneficial or economic interest in any Borrower or Loan Party, Borrowers shall provide Lender with at least thirty (30) days prior written notice of such proposed transfer along with information regarding such transferee and the principals of such transferee sufficient to assure compliance by Lender with all legal and regulatory requirements and Lender policies relating to such transfer and transferee, including, without Lender’s prior written consent unless Borrower has complied limitation, the Patriot Act and to ensure compliance with the provisions set forth in terms and conditions of Section 2.9(d) below. For purposes of this 7.15 and Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%12.18.

Alienation and Further Encumbrances. (a) Borrower (and each of the entities comprising Borrower) acknowledges that Lender has relied upon the principals of Borrower (or, as the case may be, any of the entities comprising Borrower) and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower (or, as the case may be, any of the entities comprising Borrower) shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower (or, as the case may be, any of the entities comprising Borrower), or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower (or, as the case may be, any of the entities comprising Borrower), so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day-to-day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible (other than any decedent) for the day to day-to-day management of the Property and Borrower (other than any decedent) remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer of the interests of Xxxx X. Xxxxxxx in RES Xxxxx Road Aurora, LLC to Xxxxxx X. Xxxxxxxx so long as those persons responsible for the day-to-day management of the Property remain unchanged following such Transfer, (iv) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day-to-day management of the Property and Borrower (other than any decedent) remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine and (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(cv), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the financial capability and operating experience of the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 5.6 hereof, in neither the event that the Property or Property, nor any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower therein, shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space under Leases which are not in the Improvements in accordance with the provisions violation of Section 2.8 1.10 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or transferred, nor Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (eachany of the foregoing, a “Transfer”), except as expressly set forth in this Section 1.11, in each case without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then . For the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within the meaning purposes of this Section 2.9 1.11, a “Transfer” shall be deemed to include, among other things: also include (i) transfers of direct or indirect ownership interests in Borrower, and the creation of new or additional ownership interests in Borrower, or in any Constituent Entity of Borrower, in each case except as set forth in Section 1.11(c) below, (ii) an installment sales agreement wherein Borrower agrees with respect to sell the Property or any part thereof for portion thereof, (iii) a price to be paid in installments; and (ii) an agreement by Borrower leasing Lease of all or a substantial part substantially all of the Property for other than for actual occupancy by a space tenant thereunder thereunder, (iv) any sale or a sale, assignment or other transfer of, or the grant of a security interest in, any of Borrower’s right, title and interest in in, to and to under any Leases or any Rents and Profits. , other than to Lender, (cv) Notwithstanding the foregoingif Borrower or any Constituent Entity of Borrower is a partnership or joint venture, the following Transfers shall be permitted under this Section 2.9 without the prior consent addition, change, removal or resignation of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrowerany general partner, or in the transfer or pledge of any interest (whether as a general partner or member limited partner) of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following general partner in such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lenderpartnership, and (iiivi) if Borrower or any Constituent Entity of Borrower is a Transfer comprised of gifts for estate planning purposes limited liability company, the addition, change, removal or resignation of any individual’s interests in Borrowermanager, managing member or sole member, or the transfer or pledge of any interest (whether as a managing member or otherwise) of such manager, managing member or sole member in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturerssuch limited liability company, or any direct or indirect legal or beneficial owner the transfer of Borrower, to the spouse or any lineal descendant control (as defined in Section 1.27) of such individualmanager, managing member or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%sole member.

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender Lxxxxx has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) . A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerBxxxxxxx’s right, title and interest in and to any Leases or any Rents and Profits. (cb) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by LenderLxxxxx, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage Deed of Trust to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without LenderLxxxxx’s prior written consent unless Borrower Bxxxxxxx has complied with the provisions set forth in Section 2.9(d2.9(c) below. For purposes of this Section 2.9(c2.9(b), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%.

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except Except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.5 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered (subject to Borrower’s rights set forth in Section 1.5 and Section 1.10 of this Mortgage and except for immaterial encumbrances consisting of zoning restrictions, easements or other restrictions on the use of the Property, none of which, in Lender’s reasonable discretion, impair Borrower’s use of the Property in the operation of its business, the value of the Property, and/or Lender’s security for the Loan) or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the NoteMaturity Date, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. , provided, however, that any lien (beach, a “Payment Lien”) A Transfer securing a payment obligation not in excess of $50,000 shall not constitute an Event of Default if such Payment Lien is removed, bonded around, or otherwise cured to the reasonable satisfaction of Lender within the meaning thirty (30) days after notice thereof from Lender, provided, further, that if at any time Lender determines, in its reasonable discretion, that a foreclosure of this Section 2.9 shall be deemed to include, among such Payment Lien or other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part forfeiture of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or Payment Lien is likely to occur during such thirty (30) day period, then such Payment Lien shall constitute an immediate Event of Default. If such acceleration is during any replacement management or controlling parties are approved by Lender, and (iii) period when a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, prepayment fee is payable pursuant to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c)the Note, “Change of Control” shall mean a change then, in the identity addition to all of the individual or entities or group of individuals or entities who have foregoing, such prepayment fee shall also then be immediately due and payable to the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause same end as though Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for prepaying the rights entire indebtedness secured hereby on the date of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%acceleration.

Alienation and Further Encumbrances. (a) Borrower Grantor acknowledges that Lender Beneficiary has relied upon the principals of Borrower Grantor and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow herein below in this Section and notwithstanding anything to the contrary contained in Section 6.6 5.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements under Leases which are approved, or deemed approved, in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Grantor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Beneficiary being first obtained, which consent may be withheld in Lender’s Beneficiary's sole discretion, then then, the same shall constitute an Event of Default hereunder and Lender Beneficiary shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 2.9 1.13(a): (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of any of the issued and outstanding capital stock of Grantor or any of its general partners or managing members or of the beneficial interest of such trust (or the issuance of new shares of capital, stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 100% of the total immediately prior to such issuance) shall be deemed to includebe a transfer of an interest in the Property, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a substantial part of limited liability company, a change in the Property for other than actual occupancy by a space tenant thereunder ownership interests in any general partner, any joint venturer or a saleany member, assignment either voluntarily, involuntarily or other transfer ofotherwise, or the grant sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or member in Grantor or such general partner (whether in the form of a security beneficial or partnership interest inor in the form of a power of direction, Borrower’s rightcontrol or management, title and or otherwise), shall be deemed to be a transfer of an interest in and to any Leases or any Rents and Profits. (c) the Property. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: however, (i1) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in BorrowerGrantor shall be freely transferable without the consent of Beneficiary, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer and (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii2) any involuntary Transfer transfer caused by the death of Borrower, Grantor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be a default under this Deed of Borrower, Trust so long as Borrower Grantor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of Grantor and the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are is approved by Lender, Beneficiar}' and (iii3) a Transfer comprised of gifts for estate planning purposes of any individual’s 's interests in Borrower, Grantor or in any of Borrower’s Grantor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Deed of Trust so long as Borrower Grantor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower Grantor remain unchanged following such giftgift or any replacement management is approved by Beneficiary and receipt by Beneficiary of confirmation that there will be no Adverse Rating Impact (as defined below). Notwithstanding any provision in this Deed of this Mortgage Trust to the contrarycontrary and without limiting any of the foregoing, no person unless approved by Beneficiary in advance in writing and in each instance, there shall not be permitted any (A) transfer in one or entity may become an owner more related transactions of a forty-nine percent (49%) or greater direct or indirect interest in Borrower, which interest exceeds forty-nine Grantor or any general partner or managing member or limited liability company manager thereof or (49%B) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity control or beneficial control of the individual or entities or group of individuals or entities who have the rightGrantor, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreementsuch general partner, with managing member or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individualslimited liability company manager. Notwithstanding any provision in this Deed of Trust to the contrary and without limiting any of the foregoing, unless approved by Beneficiary in advance in writing and in each instance, there shall not be permitted any transfer of any direct or indirect interests in Grantor or any of its affiliates or Constituent Entities, if, as a result of such transfer, Grantor shall not be entitled to exercise the right of recapture under Section 1-6.1 of the Xxxxx'x Lease (as defined below) if the events giving rise to such right of recapture shall occur. As used herein, the "Xxxxx'x Lease" shall mean that certain Lease dated March 19, 1997, as amended April 1997, between Grantor (or its predecessor in interest), as landlord, and Xxxxx'x Food & Drug Centers, Inc., as tenant, pursuant to which Grantor leased to Tenant a certain portion of the Property. (b) Notwithstanding the foregoing provisions of this Mortgage Section, Beneficiary shall consent to a one time sale, conveyance or transfer of the contraryProperty in its entirety (hereinafter, "Sale") to any person or entity provided no that each of the following terms and conditions are satisfied: (1) No Default or Event of Default has occurred is then continuing; (2) Grantor gives Beneficiary written notice of the terms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, concurrently therewith, gives Beneficiary all such information concerning the proposed transferee of the Property (hereinafter, "Buyer") as Beneficiary would require in evaluating an initial extension of credit to a borrower and is continuingpays to Beneficiary a non-refundable application fee in the amount of $2,500.00. Beneficiary shall have the right to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Lender’s prior consent Beneficiary shall consider the Buyer's experience and track record in owning and operating facilities similar to the Property, the Buyer's financial strength, the Buyer's general business standing and the Buyer's relationships and experience with contractors, vendors, tenants, lenders and other business entities. Notwithstanding the foregoing, (a) Beneficiary's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Beneficiary, in its sole discretion, determines to be commercially reasonable (it being acknowledged that Beneficiary shall not be required with respect obligated to approve any proposed Buyer unless Beneficiary receives confirmation in writing from each of the following: Rating Agencies (as defined herein) that such Sale will not result in a qualification, downgrade or withdrawal of any rating (collectively, an "Adverse Rating Impact") in effect immediately prior to such Sale for any securities issued in connection with a Secondary Market Transaction (as defined herein)) and, if given, may be given subject to such conditions as Beneficiary may deem appropriate, and (b) Beneficiary shall not be obligated to approve any proposed Buyer during the period ending on the earlier to occur of (i) the creationsecond anniversary of the date hereof, issuance or transfer and (ii) the occurrence of limited partnership interests in Xxxx-Xxxx Realtya Secondary Market Transaction (as defined herein); (3) Grantor pays Beneficiary, L.P.concurrently with the closing of such Sale, a Delaware non-refundable assumption fee in an amount equal to all out-of-pocket costs and expenses, including, without limitation, attorneys' fees, incurred by Beneficiary in connection with the Sale plus an amount equal to one percent (1.0%) of the then outstanding principal balance of the Note; (4) The Buyer assumes and agrees to pay the indebtedness secured hereby subject to the provisions of Section 5.27 hereof and, prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Beneficiary, such documents and agreements as Beneficiary shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Beneficiary may require; (5) Grantor and the Buyer execute, without any cost or expense to Beneficiary, new financing statements or financing statement amendments and any additional documents reasonably requested by Beneficiary; (6) A party associated with the Buyer approved by Beneficiary in its sole discretion assumes the obligations of the current indemnitor under its guaranty or indemnity agreement and such party associated with the Buyer executes, without any cost or expense to Beneficiary, a new guaranty or indemnity agreement in form and substance satisfactory to Beneficiary and delivers such legal opinions as Beneficiary may require; (7) Grantor delivers to Beneficiary, without any cost or expense to Beneficiary, such endorsements to Beneficiary's title insurance policy, hazard insurance endorsements or certificates and other similar materials as Beneficiary may deem necessary at the time of the Sale, all in form and substance satisfactory to Beneficiary, including, without limitation, an endorsement or endorsements to Beneficiary's title insurance policy insuring the lien of this Deed of Trust, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subparagraph (4) of this Section with no additional exceptions added to such policy and insuring that fee simple title to the Property is vested in the Buyer; (8) Grantor executes and delivers to Beneficiary, without any cost or expense to Beneficiary, a release of Beneficiary, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents through and including the date of the closing of the Sale, which agreement shall be in form and substance satisfactory to Beneficiary and shall be binding upon the Buyer; (9) Subject to the provisions of Section 5.27 hereof, such Sale is not construed so as to relieve Grantor of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale and Grantor executes, without any cost or expense to Beneficiary, such documents and agreements as Beneficiary shall reasonably require to evidence and effectuate the ratification of said personal liability. Grantor shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current indemnitor of its obligations under any guaranty or indemnity agreement and each such current guarantor and indemnitor executes, without any cost or expense to Benefician', such documents and agreements as Beneficiary shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. Each such current indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the loan secured hereby for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (11) The Buyer shall furnish, if the Buyer is a corporation, limited liability company, partnership or other entity, all appropriate papers evidencing the Buyer's capacity and good standing, and the qualification of the signers to execute the assumption of the indebtedness secured hereby, which papers shall include certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. The Buyer and such constituent partners, members or shareholders of Buyer (“Xxxx-Xxxx Partnership”as the case may be), so long as Beneficiary shall require, shall be single purpose, "bankruptcy remote" entities, whose formation documents shall be approved by counsel to Beneficiary. The individual recommended by the Grantor and approved by Beneficiary shall serve as an "Independent Director" (xas defined in Section 1.34 hereof) Xxxx-Xxxx Realty Corporationof the Buyer (if the Buyer is a corporation) or the Buyer's corporate general partner or as independent members or, in Beneficiary's discretion, as managers, of Buyer if the Buyer a Maryland corporation limited liability company. The consent of such independent parties shall be required for, among other things, any merger, consolidation, dissolution, bankruptcy or insolvency of such independent party or of the Buyer; and (“Xxxx-Xxxx Realty”), maintains at least a 51%12) Grantor shall furnish evidence acceptable to Beneficiary that from and after such Sale the Buyer shall be entitled to exercise the right of recapture under Section 16.1 of the Xxxxx'x Lease if the events giving rise to such right of recapture shall occur.

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests (other than the general partner’s direct interests in Borrower owned by any SPE Equity Owner) and/or non-membership interests (other than the managing member member’s direct interests in Borrower owned by any SPE Equity Owner) in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, aggregate and there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%,

Alienation and Further Encumbrances. (a) Borrower Grantor acknowledges that Lender Beneficiary has relied upon the principals of Borrower Grantor and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the NoteLoan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.5 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Grantor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Beneficiary being first obtained, which consent may be withheld in LenderBeneficiary’s sole discretion, then the same shall constitute an Event of Default a default hereunder and Lender Beneficiary shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 2.9 Section, the sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of the ultimate beneficial ownership interest in) Grantor shall be deemed to include, among other things: (i) be a transfer of an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) the Property. Notwithstanding the foregoing, however, transfers or assignments of ownership interests in Grantor (or its constituent parties) may be undertaken without the consent of Beneficiary in the following Transfers shall be permitted under this Section 2.9 without circumstances: (1) In the prior consent case of Lender: (i) a Transfer of corporate stockGrantor which is a limited partnership, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect up to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest limited partnership interests in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, Grantor shall be freely transferable so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management and control of the Grantor and the Property and Borrower remain unchanged following such transfer. (2) In the case of a Grantor which constitutes a limited liability company, up to 49% of the non-managing membership interests in Grantor shall be freely transferable so long as those persons responsible for the management and control of Grantor and the Property remain unchanged following such transfer. (3) In the case of a result Grantor which constitutes a corporation, up to 49% of such death the aggregate of the issued and outstanding capital stock of Grantor may be sold or assigned, taking into account (i) any replacement management prior sales or controlling parties are approved by Lenderassignments, and (iiiii) a Transfer comprised the effective change in ownership resulting from any issuance of gifts new shares of capital stock in Grantor or its constituent party. (4) Gifts for estate planning purposes of any individual’s interests in Borrower, Grantor or in any of BorrowerGrantor’s general partners, members, shareholders, beneficial owners of a trust members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be a default under this Deed of Trust so long as Borrower Grantor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower Grantor remain unchanged following such giftgift or any replacement management is approved by Beneficiary. (5) Involuntary assignments or transfers caused by the death, incompetence or dissolution of Grantor, one of its constituent parties or the owner of one of its constituent parties are permitted if: (i) Grantor is reconstituted, if required, following such death, incompetence or dissolution, and (ii) those persons responsible for the management and control of Grantor and the Property remain unchanged as a result of such death, incompetence or dissolution or any replacement management is approved by Beneficiary in its reasonable discretion. In all cases where assignment of ownership interests is allowed pursuant to this Section 1.13(a), the proportionate ownership which is proposed to be transferred shall be calculated so as to take into account prior transfers or assignments from the same transferor. Furthermore, the sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of the ultimate beneficial ownership interest in) any guarantor of Grantor’s obligation hereunder or under any of the other Loan Documents shall constitute a default hereunder and Beneficiary shall have the right to exercise its various remedies described hereinabove; provided, however, ownership interests in any such guarantor may be transferred in a manner consistent with the allowable transfers of ownership interests in Grantor described hereinabove. (b) Notwithstanding any provision the foregoing provisions of this Mortgage Section, Beneficiary shall consent to a sale, conveyance or transfer of the contraryProperty in its entirety (hereinafter, no a “Sale”) to any person or entity may become provided that each of the following terms and conditions are satisfied: (1) No default is then continuing hereunder or under any of the other Loan Documents beyond any notice and grace period applicable to such default; (2) Grantor gives Beneficiary written notice of the terms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, concurrently therewith, gives Beneficiary all reasonable information concerning the proposed transferee of the Property (hereinafter, a “Buyer”) as Beneficiary would require in evaluating an owner initial extension of credit to a direct or indirect interest in Borrower, which interest exceeds fortyborrower and pays to Beneficiary a non-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change refundable application fee in the identity amount of $5,000.00 (the individual or entities or group of individuals or entities who “Application Fee”). Beneficiary shall have the right, in its reasonable discretion, to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Beneficiary shall consider, among other things, the Buyer’s experience and track record in owning and operating facilities similar to the Property, the Buyer’s entity structure, the Buyer’s financial strength, the Buyer’s general business standing and the Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; (3) Grantor pays Beneficiary, concurrently with the closing of such Sale, a non-refundable assumption fee (the “Assumption Fee”) in an amount equal to one percent (1%) of the then outstanding principal balance of the Note. The Application Fee shall be used to pay Beneficiary’s reasonable and customary out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by virtue Beneficiary in connection with the Sale. Grantor’s obligation to pay such out-of-pocket costs and expenses and attorneys’ fees of Beneficiary in connection with such Sale shall not exceed the Application Fee; (4) The Buyer assumes and agrees to pay the indebtedness secured hereby subject to the provisions of Section 4.23 hereof and to perform the covenants of Grantor under the Loan Documents, and, prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Beneficiary, such documents and agreements as Beneficiary shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Beneficiary may require; (5) Grantor and the Buyer execute, without any cost or expense to Beneficiary, new financing statements or financing statement amendments and any additional documents reasonably requested by Beneficiary; (6) Grantor delivers to Beneficiary, without any cost or expense to Beneficiary, such endorsements to Beneficiary’s title insurance policy, hazard insurance endorsements or certificates and other similar materials as Beneficiary may deem necessary at the time of the Sale, all in form and substance satisfactory to Beneficiary, including, without limitation, an endorsement or endorsements to Beneficiary’s title insurance policy insuring the lien of this Deed of Trust, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subsection (4) of this Section 1.13(b), with no additional exceptions added to such policy other than those as are approved by Beneficiary in its sole discretion, and insuring that fee simple title to the Property is vested in the Buyer; (7) Grantor executes and delivers to Beneficiary, without any cost or expense to Beneficiary, a release of Beneficiary, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Sale, which agreement shall be in form and substance satisfactory to Beneficiary and shall be binding upon the Buyer; (8) Subject to the provisions of Section 4.23 hereof, such Sale is not construed so as to relieve Grantor of any partnership personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, and Grantor executes, without any cost or expense to Beneficiary, such documents and agreements as Beneficiary shall reasonably require to evidence and effectuate the ratification of said personal liability; (9) Such Sale is not construed so as to relieve any current guarantor or indemnitor of its obligations under any guaranty or indemnity agreement executed in connection with the loan secured hereby and each such current guarantor and indemnitor executes, without any cost or expense to Beneficiary, such documents and agreements as Beneficiary shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement, articles provided that if the Buyer or a party associated with the Buyer approved by Beneficiary in its sole discretion assumes the obligations of incorporationthe current guarantor or indemnitor under its guaranty or indemnity agreement and the Buyer or such party associated with the Buyer, byas applicable, executes, without any cost or expense to Beneficiary, a new guaranty or indemnity agreement in form and substance satisfactory to Beneficiary, then Beneficiary shall release the current guarantor or indemnitor from all obligations arising under its guaranty or indemnity agreement after the closing of such Sale; (10) The Buyer shall furnish, if the Buyer is a corporation, partnership, or other entity, all documents evidencing the Buyer’s capacity and good standing, and the qualification of the signers to execute the assumption of the indebtedness secured hereby, which documents shall include, but not in any way be limited to, certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners or members of the Buyer. The Buyer and such constituent partners, members or shareholders of Buyer (as the case may be), as Beneficiary may require, shall be single purpose, single-lawsasset “bankruptcy remote” entities, articles whose formation documents shall be approved by counsel to Beneficiary; (11) The Buyer, if required by Beneficiary, shall furnish an opinion of organization, operating agreement or any other agreement, with or without taking any formative action, counsel satisfactory to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not Beneficiary and its counsel (i) that the Buyer’s formation documents provide for the rights matters described in Section 1.13(b)(10) hereof, (ii) that the assumption of such individuals. Notwithstanding the indebtedness evidenced hereby has been duly authorized, executed and delivered, and that the Loan Documents are valid, binding and enforceable against the Buyer in accordance with their terms, (iii) that the Buyer and any provision entity which is a controlling stockholder, member or general partner of this Mortgage to the contraryBuyer, provided no Event of Default has occurred have been duly organized, and is continuingare in existence and in good standing, Lender’s prior consent shall not be required and (iv) with respect to any such other matters, as Beneficiary may reasonably request; (12) If the Buyer is a single-member limited liability company, Buyer must be formed in a state whose statutes permit the continued existence of a limited liability company upon the bankruptcy or dissolution of the following: sole member, and the Buyer’s operating agreement must provide for the continued existence of the Buyer in the event of the bankruptcy or dissolution of the sole member. The Buyer, if required by Beneficiary, shall also furnish an opinion of counsel satisfactory to Beneficiary and its counsel that if the Buyer is a single-member limited liability company, that (i) the creationBuyer is a separate legal entity formed in a state whose statutes permit the continued existence of a limited liability company upon the bankruptcy or dissolution of the sole member; (ii) the separate existence of the Buyer shall continue until the cancellation of the certificate of organization; (iii) the Buyer’s operating agreement provides for the continued existence of the Buyer in the event of the bankruptcy or dissolution of the sole member, issuance and that such provisions would be enforceable notwithstanding the bankruptcy of the sole member; and (iv) any judgment creditor of the sole member may not satisfy its claims against the sole member by asserting a claim against the Property or any other assets of the Buyer; (13) If required under the operative documents with respect to a Secondary Market Transaction (as hereinafter defined), Beneficiary shall have received evidence in writing from the Rating Agency (as defined in Section 1.18 hereof) to the effect that the proposed transfer will not result in a re-qualification, reduction, downgrade or withdrawal of any rating initially assigned or to be assigned in a Secondary Market Transaction or, if no such rating has been issued, in Beneficiary’s good faith judgment, such transfer shall not have an adverse effect on the level of rating obtainable in connection with the Loan; (14) Grantor shall reimburse Beneficiary (first by application against the Application Fee and any excess amounts by Grantor) for all of Beneficiary’s reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements and Rating Agency fees and expenses) incurred or anticipated to be incurred by Beneficiary in connection with a Sale including, without limitation, Beneficiary’s determination of whether Grantor has satisfied all of the conditions and requirements set forth in this Section 1.13(b); and (15) Grantor’s obligations under the contract of sale pursuant to which such Sale, conveyance or transfer is proposed to occur shall expressly be subject to the satisfaction of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”the terms and conditions of this Section 1.13(b), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%.

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests (other than the general partner’s direct interests in Borrower owned by any SPE Equity Owner) and/or non-membership interests (other than the managing member member’s direct interests in Borrower owned by any SPE Equity Owner) in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, aggregate and there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such giftgift and (iv) the contribution by Madiera Group, LLC, a North Carolina limited liability company (“Madiera”) and TXG, LLC, a South Carolina limited liability company (“TXG”) of their respective membership interests in Campus Crest Group, LLC, a North Carolina limited liability company (“Campus Crest”), to MXT Capital, LLC, a North Carolina limited liability company (“MXT”), in exchange for the issuance by MXT of all of its membership interests to Madiera and TXG, and so long as there is no Change of Control and those persons responsible for the day-to-day management of the Property and Borrower remain unchanged following such contribution and issuance of the membership interests of MXT. Notwithstanding any provision of this Mortgage Deed of Trust to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine percent (49%) percent), without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%.

Alienation and Further Encumbrances. (a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests (other than the general partner’s direct interests in Borrower owned by any SPE Equity Owner) and/or non-membership interests (other than the managing member member’s direct interests in Borrower owned by any SPE Equity Owner) in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, aggregate and there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are approved by Lender, and (iii) a Transfer comprised of gifts for estate planning purposes of any individual’s interests in Borrower, or in any of Borrower’s partners, members, shareholders, beneficial owners of a trust or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, so long as Borrower is reconstituted promptly, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower remain unchanged following such gift. Notwithstanding any provision , (iv) transfers of this Mortgage to stock in Acadia Realty Trust as traded on the contraryNew York Stock Exchange, no person or entity may become an owner (v) a Transfer of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity 100% of the individual or entities or group membership interests of individuals or entities who have Acadia Realty Limited Partnership in Borrower and Acadia 200 Xxxxxxxxx Xxxxxx, LLC, the right, by virtue sole general partner of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx PartnershipSole General Partner”), so long as (x) Xxxx-Xxxx Realty Corporationto Aberdeen-239, LLC, a Maryland corporation Connecticut limited liability company (“Xxxx-Xxxx RealtyAberdeen”), maintains provided prior to the consummation of such Transfer Lender has obtained satisfactory legal due diligence searches on Jxxxx Xxxxxxxx, including, but not limited to, credit, bankruptcy, litigation, tax lien, judgment and UCC searches at least a 51%Borrower’s expense, which searches must be satisfactory to Lender in all respects before any such Transfer under this Section 2.9(c)(v) may be consummated and provided further that after such Transfer Jxxxx

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of - the loan evidenced by the NoteLoan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.5 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Property or any direct or indirect interest therein, in any my manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then the same shall constitute an Event of Default a default hereunder and Lender shall Mortgagee sill have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. (b) A Transfer within III hereof If such acceleration is during any period when a prepayment fee is payable pursuant to the meaning provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 2.9 Section, the sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of the ultimate beneficial ownership interest in) Mortgagor shall be deemed to include, among other things: (i) be a transfer of an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits. (c) the Property. Notwithstanding the foregoing, however, transfers or assignments of ownership interests in Mortgagor (or its constituent parties) may be undertaken without the consent of Mortgagee in the following Transfers shall be permitted under this Section 2.9 without circumstances: (1) In the prior consent case of Lender: (i) a Transfer of corporate stockMortgagor which is a limited partnership, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect up to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest limited partnership interests in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii) any involuntary Transfer caused by the death of Borrower, or any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, Mortgagor shall be freely transferable so long as Borrower is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day management and control of Mortgagor and the Property remain unchanged following such transfer. (2) In the case of a Mortgagor which constitutes a limited liability company, up to day management 49% of the non-managing membership interests in Mortgagor shall be freely transferable so long as those persons responsible for the management and control of Mortgagor and the Property and Borrower remain unchanged as following such transfer. (3) In the case of a result Mortgagor which constitutes a corporation, up to 49% of such death the aggregate of the issued and outstanding capital stock of Mortgagor may be sold or assigned, taking into account (i) any replacement management prior sales or controlling parties are approved by Lenderassignments, and (iiiii) a Transfer comprised the effective change in ownership resulting from any issuance of gifts new shares of capital stock in Mortgagor or its constituent party. (4) Gifts for estate planning purposes of any individual’s 's interests in Borrower, Mortgagor or in any of Borrower’s Mortgagor's general partners, members, shareholders, beneficial owners of a trust members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be a default under this Mortgage so long as Borrower Mortgagor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower Mortgagor remain unchanged following such gift. Notwithstanding gift or any provision replacement management is approved by Mortgagee. (5) Involuntary assignments or transfers caused by the death, incompetence or dissolution of this Mortgage to Mortgagor, one of its constituent parties or the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes one of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to any of the followingits constituent parties are permitted if: (i) Mortgagor is reconstituted, if required, following such death, incompetence or dissolution, and (ii) those persons responsible for the creationmanagement and control of Mortgagor and the Property remain unchanged as a result of such death, issuance incompetence or transfer of dissolution or any replacement management is approved by Mortgagee, Notwithstanding the foregoing, for so long as Thor Chestnut Hill Equity, LP, a Delaware limited partnexxxxx ("Xxxx Exxxxy") is a limited partner in Thor Chestnut Hill, LP and/or Thor Chestnut. Hill II, LP, xxx xxxxxxxng provision shalx xxxxx xxxx rexxxxt to Thor Chestnut Hill, LP and interests in such entity and xxxx xxxxxxx to Than Chestnut Hill II, LP and interests in such entity: limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware Thor Equity may be freely transferred (and limited partnership (“Xxxx-Xxxx Partnership”), interests in. one or both of the entities comprising Mortgagor may thereby be indirectly transferred) in excess of the limitations established in Section 1.13(x)(1) above so long as (x) Xxxx-Xxxx Realty Corporationas, a Maryland corporation (“Xxxx-Xxxx Realty”)following each such transfer, maintains at least a 51%all of the following conditions are satisfied:

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements under Leases which are approved, or deemed approved, in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then then, the same shall constitute an Event of Default hereunder and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debtindebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . For the meaning purposes of this Section 2.9 1.13(a): (i) in the event either Mortgagor or, if applicable, any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 50% of the issued and outstanding capital stock of Mortgagor or any of its general partners or managing members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to includebe a transfer of an interest in the Property, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all in the event Mortgagor or any general partner or managing member of Mortgagor is a limited or general partnership, a joint venture or a substantial part of limited liability company, a change in the Property for other than actual occupancy by a space tenant thereunder ownership interests in any general partner, any joint venturer or a saleany member, assignment either voluntarily, involuntarily or other transfer ofotherwise, or the grant sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or member in Mortgagor or such general partner (whether in the form of a security beneficial or partnership interest inor in the form of a power of direction, Borrower’s rightcontrol or management, title and or otherwise), shall be deemed to be a transfer of an interest in and to any Leases or any Rents and Profits. (c) the Property. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: however, (i1) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, Mortgagor or in any general partner or managing member of BorrowerMortgagor shall be freely transferable without the consent of Mortgagee, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer and (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such Transfer, (ii2) any involuntary Transfer transfer caused by the death of Borrower, Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, trust shall not be a default under this Mortgage so long as Borrower Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of Mortgagor and the Property and Borrower remain unchanged as a result of such death or any replacement management or controlling parties are is approved by LenderMortgagee, and (iii3) a Transfer comprised of gifts for estate planning purposes of any individual’s 's interests in Borrower, Mortgagor or in any of Borrower’s Mortgagor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Mortgage so long as Borrower Mortgagor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Property and Borrower Mortgagor remain unchanged following such gift. Notwithstanding any provision of this Mortgage to the contrary, no person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement gift or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided no Event of Default has occurred and replacement management is continuing, Lender’s prior consent shall not be required with respect to any of the following: (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%approved by Mortgagee.

Alienation and Further Encumbrances. (a) Borrower Grantor acknowledges that Lender Beneficiary has relied upon the principals of Borrower Grantor and their experience in owning and operating the Trust Property and properties similar to the Trust Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in Section 6.6 4.6 hereof, in the event that the Trust Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except pursuant to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereofPercentage Lease and except for condemnation), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Grantor shall be divested of its title to the Trust Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Beneficiary being first obtained, which consent may be withheld in Lender’s Beneficiary's sole discretion, then the same shall constitute an Event of Default and Lender Beneficiary shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . For the meaning purposes of this Section 2.9 shall be deemed to include, among other thingsSection: (i) an installment sales agreement wherein Borrower agrees to sell in the Property event either Grantor or any part thereof for of its general partners or members is a price to be paid in installments; and (ii) an agreement by Borrower leasing all corporation or a substantial part trust, the sale, conveyance, transfer or disposition of more than 50% of the Property for other than actual occupancy by a space tenant thereunder issued and outstanding capital stock of Grantor or a sale, assignment any of its general partners or other transfer of, members or of the beneficial interest of such trust (or the grant issuance of a security interest in, Borrower’s right, title and interest new shares of capital stock in and to any Leases Grantor or any Rents and Profits. of its general partners or managing members so that immediately after such issuance (c) Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: (i) a Transfer of corporate stock, limited partnership interests and/or non-managing member interests in Borrower, or in any partner or member of Borrower, or any direct or indirect legal or beneficial owner of Borrower, so long as following such Transfer (whether in one or a series of transactions) orthe total capital stock then issued and outstanding is more than 150% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Trust Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, with respect a joint venture or a limited liability company, a change of more than 50% in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition or alienation of more than 50% of, or the hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner or managing member (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to any creation or issuance be a transfer of new an interest in the Trust Property. Notwithstanding the foregoing, however, (i) limited partnership interests in Grantor or membership interests, not more than 49% in any general partner or member of Grantor shall be freely transferable without the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change consent of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such TransferBeneficiary, (ii) any involuntary Transfer transfer caused by the death of Borrower, Grantor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be an Event of Borrower, Default under this Deed of Trust so long as Borrower Grantor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons primarily responsible for the day to day management of the Trust Property and Borrower Grantor remain unchanged as a result of such death or any replacement management or controlling parties are is approved by LenderBeneficiary, and (iii) shares in the REIT may be offered and sold to investors in a Transfer comprised public offering of such shares which has been registered with the Securities and Exchange Commission without regard to the limits referred to above and (iv) gifts for estate planning purposes of any individual’s 's interests in Borrower, Grantor or in any of Borrower’s Grantor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Deed of Trust so long as Borrower Grantor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons primarily responsible for the day to day management of the Trust Property and Borrower Grantor remain unchanged following such gift. gift or any replacement management is approved by Beneficiary. (b) Notwithstanding any provision the foregoing provisions of this Mortgage Section, Beneficiary shall consent to an unlimited number of sales, conveyances or transfers of the contraryTrust Property in its entirety, no together with all Other Mortgaged Properties (as defined in Section 4.35 hereof) (hereinafter, each a "Sale") to any person or entity may become an owner of a direct or indirect interest in Borrower, which interest exceeds forty-nine (49%) percent, without Lender’s prior written consent unless Borrower has complied with the provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c), “Change of Control” shall mean a change in the identity provided that each of the individual or entities or group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, following terms and conditions are satisfied as to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided each Sale: (1) No Default and no Event of Default has occurred is then continuing hereunder or under any of the other Loan Documents; (2) Grantor, or its successor pursuant to a prior Sale under the terms and conditions hereof, gives Beneficiary written notice of the terms of such prospective Sale not less than sixty (60) days before the date on which such Sale is continuingscheduled to close and, Lender’s concurrently therewith, gives Beneficiary all such information concerning the proposed transferee of the Trust Property (hereinafter, "Buyer") as Beneficiary would require in evaluating an initial extension of credit to a borrower under a loan comparable to the Loan and pays to Beneficiary a non-refundable application fee in the amount of $5,000. Beneficiary shall have the right to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Beneficiary shall consider the Buyer's experience and track record in owning and operating facilities similar to the Trust Property, the Buyer's financial strength, the Buyer's general business standing and the Buyer's relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Beneficiary's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Beneficiary reasonably determines to be commercially reasonable in Beneficiary's sole discretion and, if given, may be given subject to such reasonable conditions as Beneficiary may deem appropriate; (3) Grantor, or its successor pursuant to a prior Sale under the terms and conditions hereof, pays Beneficiary, concurrently with the closing of such Sale, a non-refundable assumption fee in an amount equal to all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by Beneficiary in connection with the Sale, plus an amount equal to three quarters of one percent (0.75%) of the then outstanding principal balance of the Note; (4) The Buyer assumes and agrees to pay the Debt subject to the provisions of Section 4.28 hereof and, prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Beneficiary, such assumption documents and agreements as Beneficiary shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Beneficiary may reasonably require; (5) A party associated with the Buyer approved by Beneficiary in its sole discretion assumes the obligations of the current Indemnitor under its guaranty or indemnity agreement and such party associated with the Buyer executes, without any cost or expense to Beneficiary, a new guaranty or indemnity agreement in form and substance reasonably satisfactory to Beneficiary and delivers such legal opinions as Beneficiary may reasonably require; (6) Grantor, or its successor pursuant to a prior Sale under the terms and conditions hereof, and the Buyer execute, without any cost or expense to Beneficiary, new financing statements or financing statement amendments and any additional documents reasonably requested by Beneficiary; (7) Grantor, or its successor pursuant to a prior Sale under the terms and conditions hereof, delivers to Beneficiary, without any cost or expense to Beneficiary, such endorsements to Beneficiary's title insurance policy, hazard insurance policy endorsements or certificates as Beneficiary may deem reasonably necessary at the time of the Sale, all in form and substance reasonably satisfactory to Beneficiary, including, without limitation, an endorsement or endorsements to Beneficiary's title insurance policy insuring the lien of this Deed of Trust, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subparagraph (4) of this Section, with no additional exceptions added to such policy except those approved by Beneficiary in its discretion, and insuring that fee simple title to the Real Property is vested in the Buyer; (8) Grantor, or its successor pursuant to a prior Sale under the terms and conditions hereof, executes and delivers to Beneficiary, without any cost or expense to Beneficiary, a release of Beneficiary, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Sale, which agreement shall be in form and substance reasonably satisfactory to Beneficiary and shall be binding upon the Buyer; (9) Subject to the provisions of Section 4.28 hereof, such Sale is not construed so as to relieve Grantor, or its successor pursuant to a prior Sale under the terms and conditions hereof, of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, whether or not same is discovered prior or subsequent to the closing of such Sale, and Grantor, or its successor pursuant to a prior Sale under the terms and conditions hereof, executes, without any cost or expense to Beneficiary, such documents and agreements as Beneficiary shall reasonably require to evidence and effectuate the ratification of said personal liability. Grantor shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current Indemnitor of its obligations under any guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, and each such current Indemnitor executes, without any cost or expense to Beneficiary, such documents and agreements as Beneficiary shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. Each such current Indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the loan secured hereby for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (11) The Buyer shall furnish, if the Buyer is a corporation, partnership or other entity, all documents evidencing the Buyer's capacity and good standing, and the qualification of the signers to execute the assumption of the indebtedness secured hereby, which documents shall include, but not in any way be limited to, certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. The Buyer and such constituent partners, members or shareholders of Buyer (as the case may be), as Beneficiary may require, shall be single-purpose, single-asset "bankruptcy remote" entities, whose formation documents shall be approved by counsel to Beneficiary. An individual recommended by the Buyer and approved by Beneficiary shall serve as an Independent Director (as defined in Section 1.33(z) of this Deed of Trust) of the Buyer (if the Buyer is a corporation) or the Buyer's corporate general partner or an independent member or, in Beneficiary's discretion, manager of Buyer if the Buyer is a limited liability company. Unanimous consent of the board of directors (including the Independent Director) shall be required for, among other things, any merger, consolidation, dissolution, bankruptcy or insolvency of any such constituent partner, member or shareholder of the Buyer (as the case may be) or of the Buyer; (12) The Buyer, if required by Beneficiary and, in the case of clauses (i) and (ii) herein only if the outstanding principal balance of the Loan is in excess of $7,500,000, shall furnish an opinion of counsel satisfactory to Beneficiary and its counsel (i) that the Buyer's formation documents provide for the matters described in subparagraph (11) of this Section 1.13(b), (ii) that the assets of the Buyer will not be required consolidated with the assets of any other entity (including the Buyer's general partner or members, if any), as applicable, having an interest in, or affiliation with, the Buyer, in the event of bankruptcy or insolvency of any such entity or such general partner or members, (iii) that the assumption of the indebtedness evidenced hereby has been duly authorized, executed and delivered, and that the Loan Documents are valid, binding and enforceable against the Buyer in accordance with their terms, (iv) that the Buyer and any entity which is a controlling stockholder, general partner or member of Buyer, have been duly organized, and are in existence and good standing, and (v) with respect to any of such other matters, as Beneficiary may request; and (13) If required under the following: operative documents with respect to a Secondary Market Transaction (i) the creation, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”as hereinafter defined), so long as (x) XxxxBeneficiary shall have received evidence in writing from the Rating Agency to the effect that the proposed transfer will not result in a re-Xxxx Realty Corporationqualification, reduction, downgrade or withdrawal of any rating initially assigned or to be assigned in a Maryland corporation (“Xxxx-Xxxx Realty”)Secondary Market Transaction or, maintains at least a 51%if no such rating has been issued, in Beneficiary's good faith judgment, such transfer shall not have an adverse effect on the level of rating obtainable in connection with the loan secured hereby.

Alienation and Further Encumbrances. (a) Borrower Mortgagor acknowledges that Lender Mortgagee has relied upon the principals of Borrower Mortgagor and their experience in owning and operating the Mortgaged Property and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, and except for dispositions of minor amounts of used personal property in the normal course of business (because of obsolescence or otherwise), disbursements from the Reserves permitted by Mortgagee, termination of Contracts for default, as otherwise required by the terms of the Loan Documents, and except as permitted under Section 1.23 hereof and, except as specifically allowed hereinbelow in this Section 1.13 and notwithstanding anything to the contrary contained in Section 6.6 4.6 hereof, in the event that the Mortgaged Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements or of the Premises in accordance with the provisions of Section 2.8 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower Mortgagor shall be divested of its title to the Mortgaged Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”)involuntarily, without the prior written consent of Lender Mortgagee being first obtained, which consent may be withheld in Lender’s Mortgagee's sole discretion, then the same shall constitute an Event of Default and Lender Mortgagee shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V III hereof. (b) A Transfer within . For the meaning purposes of this Section 2.9 Section: (i) in the event either Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 49% of the issued and outstanding capital stock of Mortgagor or any of its general partners or managing members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 149% of the total immediately prior to such issuance) shall be deemed to include, among other things: (i) be a transfer of an installment sales agreement wherein Borrower agrees to sell interest in the Property or any part thereof for a price to be paid in installmentsMortgaged Property; and (ii) an agreement by Borrower leasing all in the event Mortgagor or any general partner or managing member of Mortgagor is a limited or general partnership, a joint venture or a substantial part of limited liability company, a change in the Property for other than actual occupancy by a space tenant thereunder ownership interests in any general partner, any joint venturer or a saleany managing member, assignment either voluntarily, involuntarily or other transfer ofotherwise, or the grant sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Mortgagor or such general partner (whether in the form of a security beneficial or partnership interest inor in the form of a power of direction, Borrower’s rightcontrol or management, title and or otherwise), shall be deemed to be a transfer of an interest in and to any Leases or any Rents and Profits. (c) the Mortgaged Property. Notwithstanding the foregoing, the following Transfers shall be permitted under this Section 2.9 without the prior consent of Lender: however, (i) a Transfer up to 49% of corporate stock, the limited partnership interests and/or non-managing member interests in Borrower, Mortgagor or in any general or limited partner or member of Borrower, or any direct or indirect legal or beneficial owner Mortgagor shall be freely transferable without the consent of Borrower, so long as following such Transfer (whether in one or a series of transactions) or, with respect to any creation or issuance of new limited partnership interests or membership interests, not more than 49% of the beneficial economic interest in Borrower (whether directly or indirectly) has been transferred in the aggregate, there is no Change of Control and the persons responsible for the day to day management of the Property and Borrower remain unchanged following such TransferMortgagee, (ii) any involuntary Transfer transfer caused by the death of Borrower, Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner trust shall not be an Event of Borrower, Default under this Mortgage so long as Borrower Mortgagor is promptly reconstituted, if required, following such death and so long as there is no Change of Control and those persons responsible for the day to day management of the Mortgaged Property and Borrower Mortgagor remain unchanged as a result of such death or any replacement management or controlling parties are is approved by LenderMortgagee,, and (iii) Glimcher Properties Limited Partnership, as a Transfer comprised member of Mortgagor, may purchase any other member's (other than the managing member's interest) interest in the Mortgagor without the consent of Mortgagee and (iv) gifts for estate planning purposes of any individual’s 's interests in Borrower, Mortgagor or in any of Borrower’s Mortgagor's general partners, members, shareholders, beneficial owners of a trust managing members or joint venturers, or any direct or indirect legal or beneficial owner of Borrower, venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Mortgage so long as Borrower Mortgagor is reconstituted promptlyreconstituted, if required, following such gift and so long as there is no Change of Control and those persons responsible for the day to day management of the Mortgaged Property and Borrower Mortgagor remain unchanged following such giftgift or any replacement management is approved by Mortgagee. Notwithstanding any provision of this Mortgage anything to the contrary, but subject to Section 1.13(a)(iii) above and Section 1.13(c) below, no person or entity may become an owner of a direct or indirect interest in BorrowerMortgagor, which interest exceeds forty-nine (49%) percent, without Lender’s prior Mortgagee's written consent unless Borrower has complied in each instance and a written statement from the applicable rating agency to the effect that the transfer of interest will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such transfer for any securities issued in connection with a Secondary Market Transaction (as hereinafter defined). (b) Notwithstanding the foregoing provisions set forth in Section 2.9(d) below. For purposes of this Section 2.9(c)Section, “Change of Control” Mortgagee shall mean a change in the identity consent to one or more sales, conveyances or transfers of the individual Mortgaged Property in its entirety (hereinafter, a "Sale") to any person or entities or group entity provided that, for each Sale, each of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower to take some action or to prevent, restrict or impede Borrower from taking some action which, in either case, Borrower could take or could refrain from taking were it not for the rights of such individuals. Notwithstanding any provision of this Mortgage to the contrary, provided following terms and conditions are satisfied: (i) No Default and no Event of Default has occurred and is continuing, Lender’s prior consent shall not be required with respect to then continuing hereunder or under any of the following: other Loan Documents; (iii) Mortgagor gives Mortgagee written notice of the creationterms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, issuance or transfer of limited partnership interests in Xxxx-Xxxx Realtyconcurrently therewith, L.P., a Delaware limited partnership (“Xxxx-Xxxx Partnership”), so long as (x) Xxxx-Xxxx Realty Corporation, a Maryland corporation (“Xxxx-Xxxx Realty”), maintains at least a 51%gives Mortgagee all such information concerning the proposed