Common use of Due on Sale and Encumbrance; Transfers of Interests Clause in Contracts

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Without Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party, nor any direct or indirect legal or beneficial owner of Borrower or Master Tenant shall, without the prior written consent of Lender, butsell, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, assign assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or transfer grant any other interest in the Property or any part thereofthereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lesseeother Restricted Party, whether directly or indirectly, voluntarily or involuntarily involuntarily, by operation of law or otherwise (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof or interest therein for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor other Restricted Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor other Restricted Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or venturer, member or non-member manager, the voluntary or involuntary transfer of the partnership interest of any general partner, managing partner or limited partner partner, the creation or issuance of new partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer venturer, member or membernon-member manager, or the creation or issuance of new membership interests or interest in any non-member manager; and (e) if Borrower or any pledgeother Restricted Party is a trust or nominee trust, hypothecation, assignment, the voluntary or involuntary transfer of the legal or other encumbrance of any direct or indirect ownership beneficial interest in any Borrower, SPE Party such trust or Operating Lesseenominee trust or the creation or issuance of new legal or beneficial interests.

Due on Sale and Encumbrance; Transfers of Interests. Without (i) Borrower acknowledges and agrees that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property. Accordingly, in the event that (A) any direct interest in Borrower, or (B) except as set forth in Section 8(v)(ii) below, any indirect interest in Borrower, shall be sold, conveyed, disposed of, alienated, hypothecated, assigned, pledged, mortgaged, further encumbered or otherwise transferred, in any manner or way, whether voluntarily or involuntarily (each of the foregoing, a “Transfer”) without the prior written consent of Lender, butthen the same shall, at the option of Lender, constitute an Event of Default hereunder and under the other Loan Documents and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the Maturity Date, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in this Loan Agreement and/or any of the other Loan Documents. (ii) Notwithstanding anything in Section 8(v)(i) above to the contrary, provided (A) Borrower provides Lender with at least ten (10) days written notice (the “Permitted Transfer Notice”) prior to the date of any such Permitted Transfer (as hereinafter defined), (B) on the date of delivery to Lender of the Permitted Transfer Notice and on the date of such Permitted Transfer, no Event of Default or event which, with the giving of notice or passage of time, would result in an Event of Default, then exists, (C) any such Permitted Transfer would not result in the release of any Guarantor or cause any Guarantor to no longer derive a direct material benefit from the making of the Loan (as determined by Lender in its sole and absolute discretion), (D) any transferee pays all costs and expenses incurred by Lender, including, but not limited to, reasonable attorneys fees, in connection with such Permitted Transfer, and (E) any such transferee and transferor provide Lender with such other information and documents as requested by Lender in its sole and absolute discretion, the following transfers (each instance, subject to the provisions a “Permitted Transfer”) shall be permitted by Lender: (1) transfers or pledges of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest Equity Interests (as hereinafter defined) in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, the sole member of Borrower which in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily the aggregate during the term of the Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten do not exceed forty-nine percent (1049%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any total direct or indirect ownership interest legal or beneficial Equity Interests in the sole member of Borrower and (ii) do not result in a change in Control (as hereinafter defined) of the sole member of Borrower; and (2) transfers or pledges of direct or indirect Equity Interests in the sole member of Borrower among the holders thereof or their Affiliates (or parties under common Control with them) as of the date hereof provided that, after the consummation thereof, sole member of Borrower is Controlled by: (i) entities Controlled by, affiliated with, or under common Control with Independence Realty Trust, Inc., (ii) Guarantor or entities Controlled by, affiliated with, or under common Control with Guarantor; and/or (iii) any Borrower, SPE Party or Operating Lesseecombination of the foregoing.

Due on Sale and Encumbrance; Transfers of Interests. Without Except to the extent permitted pursuant to Article 8, neither Borrower nor any Guarantor shall, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in Borrower or any Borrower, SPE Party or Operating Lessee, Guarantor whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Partyany Guarantor, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) 25% of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if any Borrower, SPE Party, Operating LesseeManaging Member, any other Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Managing Member or any other Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, partner or managing partner, limited partner, joint venturer or member partner or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or membermanaging partner; and (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Managing Member or Operating Lesseeany other Guarantor.

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 Lender and except as expressly provided below: (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of i) No Borrower Party nor any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect an ownership or beneficial interest in a Borrower Party shall (A) consummate a Transfer, or (B) enter into any Borrowereasement or other agreement granting rights in or restricting the use or development of the Collateral; and (ii) No new partners shall be admitted to or created in a Borrower Party (nor shall any existing partner withdraw from a Borrower Party); and (iii) No change in the day-to-day control and management of a Borrower Party, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or the Portfolio shall be implemented. Lender shall not be required to demonstrate any part thereofactual impairment of its security or any increased risk of default in order to declare the Obligations to be immediately due and payable upon a Transfer in violation of this Agreement. This provision shall apply to every Transfer in violation of this Agreement regardless of whether such Transfer was voluntary or not, or whether or not Lender has previously consented to any interestTransfer. (b) Notwithstanding the restrictions in Subsection 7.1(a), direct Permitted Transfers will be permitted without Lender’s prior consent. Carveout Indemnitor (or indirect, any successor permitted under clause (a)(iii) of the definition of “Permitted Transfer” in any Borrower, SPE Party or Operating LesseeSection 1.1) shall at all times, whether voluntarily prior to or involuntarily following the occurrence of any Permitted Transfer, be the sole general partner of each Individual Borrower. (c) Notwithstanding anything to the contrary set forth in this Agreement, Lender shall consent to a one-time transfer of title to the Portfolio and assumption of 100% of the Loan and the duties and obligations of Borrower and Carveout Indemnitor under the Loan Documents, subject to satisfaction of each and every one of the following conditions: (i) At least thirty (30) days prior to such assumption, Borrower Parties shall provide to Lender: (A) written notice (a “TransferAssumption Request”) of the proposed transfer, (B) a work fee in the amount of $25,000.00 (the “Assumption Work Fee”), (C) the name(s), address(es) and organizational documents of the proposed purchaser and of the principals, affiliates and parent or other majority owners, as applicable, of the proposed purchaser, (D) detailed and complete financial statements of the proposed purchaser and of the principals, affiliates and parent or other majority owners, as applicable, of the proposed purchaser, (E) information with respect to the business and business experience of the proposed purchaser and its principals, affiliates and parent or other majority owners, as applicable, and their experience in the ownership and operation of properties similar to the Portfolio and other commercial real estate, (F) information on the proposed property management company and a copy of the proposed property management agreement, (G) the terms and conditions of the proposed sale and a copy of the executed purchase and sale agreement, (H) a description of the ownership structure of the proposed purchaser and each of its principals, affiliates and parent or other majority owners, as applicable, (I) the purchaser’s pro-forma operating and management plan for the Portfolio, and (J) promptly following Lender’s request, such other information as Lender may reasonably request to permit it to determine the creditworthiness and management abilities of the proposed purchaser and its principals, affiliates and parent or other majority owners, as applicable; (ii) Lender must approve, in the exercise of its discretion, the identity, creditworthiness, management abilities and all other attributes of the proposed purchaser and the proposed replacement Carveout Indemnitor(s), and their respective principals, affiliates and parent or other majority owners, as applicable; (iii) No Event of Default shall have occurred and be continuing, either as of the date of the Assumption Request or thereafter through the date of transfer of title to the Portfolio and assumption of the Loan; (iv) The Portfolio, as of the date of transfer and assumption and thereafter, must be managed by a management company approved by Lender (in the exercise of its reasonable judgment) under a management agreement satisfactory to Lender (in the exercise of its reasonable judgment) and otherwise satisfying the requirements of Section 7.10; (v) At the closing of any approved transfer and assumption, the proposed purchaser shall assume the duties and obligations of Borrower Parties under the Loan Documents (subject to the limitations on liability set forth in Article 10) pursuant to assumption documents in form and substance satisfactory to Lender (in the exercise of its reasonable judgment). A Transfer within Additionally, at the meaning time of this Section 4.2.1 the approved transfer and assumption, the proposed purchaser shall provide to Lender an environmental indemnity agreement from said purchaser and from another financially responsible Person acceptable to Lender (in its discretion) in form and substance reasonably satisfactory to Lender (which form may be different from the form executed by Borrower Parties as a result of Lender’s updating its standard form of environmental indemnity agreement or as a result of specific environmental conditions at any Property) and a recourse carveout indemnity in substantially the same form as the Carveout Indemnity, also from a financially responsible Person acceptable to Lender (in its discretion). Borrower Parties and the proposed purchaser and such other Persons as Lender shall require shall also deliver and, if applicable, execute (A) evidence of authority and entity existence, (B) Uniform Commercial Code, judgment and bankruptcy searches, (C) Uniform Commercial Code financing statements, (D) an endorsement to the Title Policy updating the effective date to the date of the transfer, showing the purchaser as the owner of each Property, showing no additional title exceptions, except as shall be deemed approved by Lender (in its discretion) and otherwise in form and substance reasonably acceptable to include Lender, (aE) an installment sales agreement wherein any Borrower or Operating Lessee agrees opinions of counsel reasonably acceptable to sell any Property or any part thereof for a price Lender on such matters as Lender shall reasonably require, (F) evidence of insurance as required by Section 3.1, and (G) such other documents as Lender shall reasonably require in order to be paid in installments; effectuate the transaction as contemplated by this Subsection (bc); (vi) other than At the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part closing of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other approved transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporationassumption, the voluntary or involuntary saleproposed purchaser shall, conveyance or transfer in accordance with the terms and conditions of such corporation’s stock (or Sections 3.4, deposit with Lender sufficient funds to pay when due all Impounds in accordance with the stock terms of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating LesseeSection 3.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to (1) Except as permitted by the provisions of Article 8 (which set forth certain permitted transfers that supersede this Agreement or the terms other Loan Documents, no Borrower Party will, without the prior consent of this Section 4.2.1)the Required Lenders, none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower permit or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; suffer (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) any sale, assignment, conveyance, transfer or other disposition of any legal or equitable interests in all or any part of its applicable Individual Property (a “Property Transfer”), (b) permit or suffer (by operation of law or otherwise) any mortgage, Lien or other encumbrance of all or any part of the Individual Property other than the Permitted Encumbrances, (c) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer or other disposition of any direct or indirect interest in any Borrower (an “Equity Transfer”), (d) permit or suffer (by operation of law or otherwise) any pledge, hypothecation, creation of a security interest in or issuance other encumbrance of new stock any direct or indirect interest in one any Borrower Party, (e) file a declaration of condominium with respect to any Individual Property or (f) grant any easement or other agreement granting rights in or restricting the use or development of any Individual Property (each action described in clauses (a), (b), (c), (d), (e), (f) and (g) of this Section 9.1(1) is a series “Prohibited Transfer”). (2) A Property Transfer of transactions by any Individual Property subject to the Lien of the Mortgage (but not a mortgage, Lien or other encumbrance on the applicable Individual Property other than the Permitted Encumbrances) is permitted, provided that each of the following conditions are satisfied: a. no Event of Default shall have occurred and be continuing and such Property Transfer shall not result in an Event of Default; b. Borrowers shall give or cause to be given written notice to Administrative Agent of the proposed Property Transfer not later than thirty (30) days prior thereto, which an aggregate notice shall set forth the name of the Transferee and set forth the date the Property Transfer is expected to be effective; c. the Person (the “Transferee”) to whom the applicable Individual Property is sold or conveyed in the Property Transfer (i) satisfies the requirements of a Single Purpose Entity, (ii) is not, nor any of its constituent equity owners (other than Public Shareholders) are, a Prohibited Person, and (iii) is, and all of its constituent equity owners (other than Public Shareholders) that own more than ten percent (10%) of the outstanding interests in the Transferee are, in good standing in its state or country of organization; d. after giving effect to such corporation’s stock Property Transfer, (i) Parent Guarantor owns 100% of the direct or indirect Equity Interests (other than de minimis preferred shares or limited partnership interests) in the Transferee and (ii) the Transferee is controlled, directly or indirectly, by Parent Guarantor; e. following such Transfer the applicable Individual Property will be self‑managed by the Transferee or managed by a Qualified Manager; f. the Transferee shall execute a Borrower Accession Agreement, effective as of the date of the Property Transfer and shall deliver or cause to be vested delivered a solvency certificate, such legal opinions and title insurance endorsements as may be reasonably requested by Administrative Agent and Borrowers (including the Transferee) shall execute replacement Notes; g. Borrowers shall have delivered or shall have caused the Transferee to deliver such documentation and other evidence as is reasonably requested by Administrative Agent (for itself or on behalf of any Lender) or any Lender for Administrative Agent or such Lender to carry out and be satisfied that it has complied with all necessary “know your customer” or other similar checks under all Applicable Laws; h. the proposed Property Transfer will not result in a violation of any of the covenants contained herein relating to compliance with ERISA, the Patriot Act, the Executive Order, Anti-Corruption Laws and applicable Sanctions, and Borrowers shall deliver or cause the proposed Transferee to deliver to Administrative Agent such documentation of compliance as Administrative Agent shall reasonably request. Upon satisfaction of each of the conditions set forth in this Section 9.1(2), (i) Administrative Agent shall release the applicable Borrower from any liability thereafter arising under the Loan Documents to which the applicable Borrower is a party or parties who are not now stockholders or and (ii) the applicable Borrower shall release Administrative Agent, Arrangers and the Lenders from any change claims against Administrative Agent, Arrangers and the Lenders arising in connection with the control Loans prior to the date of such corporation; Property Transfer, such releases to be self‑operative without the need for any additional release in writing. (d3) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is An Equity Transfer (but not a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer creation of a security interest in or other encumbrance encumbrance) of any direct or indirect interests in any Borrower is permitted, provided that the following conditions are satisfied: a. after giving effect to such Equity Transfer, (i) Parent Guarantor owns 100% of the direct or indirect Equity Interests (other than de minimis preferred shares or limited partnership interests) in the applicable Borrower and (ii) the applicable Borrower is controlled, directly or indirectly, by Parent Guarantor; b. after giving effect to such Equity Transfer, the applicable Individual Property will be self‑managed by the applicable Borrower or managed by a Qualified Manager, Parent Guarantor or an Affiliate of Parent Guarantor; c. immediately prior to such Equity Transfer, no Event of Default has occurred and is continuing; d. the proposed Equity Transfer will not result in a violation of any of the covenants contained herein relating to compliance with ERISA, the Patriot Act and the Executive Order, and Borrowers shall deliver or cause the proposed transferee to deliver to Administrative Agent such documentation of compliance as Administrative Agent shall reasonably request; e. Borrowers shall give or cause to be given written notice to Administrative Agent of the proposed Equity Transfer not later than fifteen (15) days prior thereto; and f. the proposed transferee (i) is not, nor any of its constituent equity owners (other than Public Shareholders) are, a Prohibited Person and (ii) is, and all any of its constituent equity owners (other than Public Shareholders) that own more than ten (10%) of the outstanding interests in the transferee are, in good standing in its state or country of organization. (4) Nothing contained in this Agreement or in any other Loan Document shall restrict the right of (a) any shareholder in Parent Guarantor or in any other Person, the shares of whom are traded on the New York Stock Exchange or any other nationally or internationally recognized exchange, to sell, assign, convey, transfer, pledge, hypothecate, create a security interest in or otherwise dispose of such shares or cause its shares to be redeemed, or (b) any limited partner or preferred shareholder of any subsidiary Affiliate of Parent Guarantor to sell, assign, convey, transfer, pledge, hypothecate, create a security interest in or otherwise dispose of its limited partnership interest or preferred shares in such Person or to cause or permit its limited partnership interest or preferred shares in such Person to be redeemed. (5) Notwithstanding anything to the contrary contained in this Section 9.1, any owner of any direct or indirect ownership interests in any Borrower may sell, assign, convey, transfer, pledge, hypothecate, create a security interest in or otherwise dispose of its interest in the applicable Borrower to or in favor of an Approved Entity in one or a series of transactions, and the holder of such interest may exercise any remedies or rights pursuant to such pledge or security instrument without Administrative Agent’s consent, provided that (a) after giving effect to such sale, assignment, conveyance, transfer, pledge, hypothecation, creation of a security interest in or other disposition of its interest in the applicable Borrower or other disposition, and after the exercise of any remedies or rights pursuant to such pledge or security instrument (assuming the transfer of the pledged interests to the pledgee), 100% of the direct or indirect Equity Interests (other than de minimis preferred shares or limited partnership interests) in the applicable Borrower will be owned directly or indirectly by Parent Guarantor and the applicable Borrower will be controlled, directly or indirectly, by Parent Guarantor, and (b) at all times the applicable Individual Property is managed by a Qualified Manager. (6) Notwithstanding anything to the contrary contained in this Section 9.1, Parent Guarantor and/or GGP Nimbus or GGPLP (or an entity that owns a direct or indirect interest in GGP Nimbus or GGPLP) may, as security for operating debt incurred or to be incurred by such Person, in one or a series of transactions, pledge, hypothecate, grant of a security interest or other encumbrance to a Qualified Pledgee in such Person’s respective assets (excluding any collateral for the Loans or a direct or indirect interest in any Borrower (other than any direct or indirect interest in GGP Nimbus or GGPLP)) and the holder of such pledge or security interest may exercise any remedies or rights pursuant to such pledge or security instrument without Administrative Agent’s consent, provided that at all times (a) the Property shall be managed by a Qualified Manager, (b) 100% of the direct or indirect Equity Interests (other than de minimis preferred shares or limited partnership interests) in each Borrower will be owned directly or indirectly by Parent Guarantor and (c) each Borrower will be controlled, directly or indirectly, by Parent Guarantor. (7) Notwithstanding anything herein to the contrary, any Borrower may, without the consent of Administrative Agent (A) record lot line adjustments, (B) subdivide the applicable Individual Property, or (C) enter into any reciprocal easement agreements, utility easements, access easements or other similar agreements (collectively, “Property Documents”) relating to the use or development of the applicable Individual Property or reasonably required in connection with a Partial Release permitted hereunder pursuant to Section 2.6, provided that (i) no such Property Document shall materially impair the utility and operation of the applicable Individual Property or otherwise have a Material Adverse Effect as to any Individual Property and (ii) the applicable Borrower shall deliver to Administrative Agent an executed copy of the applicable Property Document promptly following execution thereof. In connection with any action permitted pursuant to this Section 9.1(6) or for any other lot line adjustments, subdivisions or other Property Documents for which Borrower requests Administrative Agent’s consent thereto, such consent shall not be unreasonably withheld and, upon such consent or otherwise upon request, Administrative Agent shall execute and deliver any instrument reasonably necessary or appropriate in order to subordinate the Lien of the Mortgage and the other Loan Documents to such Property Documents upon receipt by Administrative Agent of: a. a copy of the applicable Property Document, which Property Document shall be reasonably acceptable to Administrative Agent and shall automatically inure to the benefit of (and burden) successors and assigns of the applicable Borrower; and b. an Officer’s Certificate stating that such lot line adjustments, SPE Party subdivisions or Operating LesseeProperty Documents do not, in any case, materially impair the utility and operation of the applicable Individual Property or have a Material Adverse Effect on such applicable Individual Property’s value. (8) Administrative Agent shall not be required to demonstrate any actual impairment of its security or any increased risk of default under any Loan Document in order to declare the Debt immediately due and payable upon a Prohibited Transfer which occurs in violation of this Agreement. This provision shall apply to every Prohibited Transfer which occurs in violation of this Agreement regardless of whether voluntary or not, or whether or not the Required Lenders have consented to any previous Prohibited Transfer. (9) The consent by the Required Lenders to one Prohibited Transfer shall not be deemed to be a waiver of the right of the Required Lenders to require such consent to any future occurrence of same. (10) Any Prohibited Transfer made in contravention of this Section 9.1 shall be null and void and of no force and effect. (11) Borrowers agree to bear and shall pay or reimburse Administrative Agent on demand for all actual and reasonable out‑of‑pocket expenses (including reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Administrative Agent and the Lenders in connection with the review, approval and documentation of any transfer.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to (1) Except as permitted by the provisions of Article 8 (which set forth certain permitted transfers that supersede this Agreement or the terms other Loan Documents, no Borrower will, without the prior consent of this Section 4.2.1)Administrative Agent, none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower permit or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; suffer (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) any sale, assignment, conveyance, transfer or the creation other disposition of any legal or issuance of new stock equitable interests in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders all or any change part of its applicable Individual Property (a “Property Transfer”), (b) permit or suffer (by operation of law or otherwise) any mortgage, lien or other encumbrance of all or any part of the Individual Property other than the Permitted Encumbrances, (c) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer or other disposition of any direct or indirect interest in the control of such corporation; any Borrower (an “Equity Transfer”), (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor permit or any general partner, managing member suffer (by operation of law or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (eotherwise) any pledge, hypothecation, assignment, transfer creation of a security interest in or other encumbrance of any direct or indirect ownership interest in any Borrower or (e) file a declaration of condominium with respect to any Individual Property or (f) grant any easement or other agreement granting rights in or restricting the use or development of any Individual Property (each action described in clauses (a), (b), (c), (d), (e) and (f) of this subsection is a “Prohibited Transfer”). (2) A Property Transfer of any Individual Property subject to the lien of the Mortgage (but not a mortgage, lien or other encumbrance on the applicable Individual Property other than the Permitted Encumbrances) is permitted provided that each of the following conditions are satisfied: (a) no Event of Default shall have occurred and be continuing and such Property Transfer shall not result in an Event of Default; (b) Borrower shall give or cause to be given written notice to Administrative Agent of the proposed Property Transfer not later than thirty (30) days prior thereto, which notice shall set forth the name of the Transferee and set forth the date the Property Transfer is expected to be effective; (c) the Person (the “Transferee”) to whom the applicable Individual Property is sold or conveyed in the Property Transfer (i) satisfies the requirements of a Single Purpose Entity, (ii) has not, nor any of its constituent equity owners (other than Public Shareholders) that own more than ten (10%) of the outstanding interests in the Transferee have, previously been in default under a loan or other Indebtedness with a Lender hereunder, which default results in a foreclosure, or a deed in lieu of foreclosure or other transfer in lieu of foreclosure, of the collateral securing the defaulted loan or other Indebtedness, (iii) is not, nor any of its constituent equity owners (other than Public Shareholders) are, a Prohibited Person, and (iv) is, and all of its constituent equity owners (other than Public Shareholders) that own more than ten (10%) of the outstanding interests in the Transferee are, in good standing in its state or country of organization; (d) after giving effect to such Property Transfer, (i) General Growth, GGPLP L.L.C. and/or GGPLP owns 50% or more of the direct or indirect equity interests in the Transferee and (ii) the Transferee is controlled, directly or indirectly, by General Growth, GGPLP and/or GGPLP L.L.C.; (e) following such Transfer the applicable Individual Property will be self-managed by the Transferee or managed by a Qualifying Manager; (f) the Transferee shall execute an assumption, effective as of the date of the Property Transfer, of all of the obligations of the applicable Borrower thereafter arising or to be performed under this Agreement, the Mortgage and the other Loan Documents to which the applicable Borrower is a party, subject, however, to the provisions of Section 13.1 of this Agreement and shall deliver or cause to be delivered such legal opinions and title insurance endorsements as may be reasonably requested by Administrative Agent; and (g) the proposed Property Transfer will not result in a violation of any of the covenants contained herein relating to compliance with ERISA, the Patriot Act and the Executive Order, and the applicable Borrower shall deliver or cause the proposed Transferee to deliver to Administrative Agent such documentation of compliance as Administrative Agent shall reasonably request. (i) Administrative Agent shall release the applicable Borrower from any liability thereafter arising under this Agreement or any of the other Loan Documents to which the applicable Borrower is a party and (ii) the applicable Borrower shall release Administrative Agent from any claims against Administrative Agent arising in connection with the Loans prior to the date of such Property Transfer, such releases to be self-operative without the need for any additional release in writing. (3) An Equity Transfer (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) of any direct or indirect interests in any Borrower is permitted provided the following conditions are satisfied: (a) after giving effect to such Equity Transfer, (i) General Growth, GGPLP L.L.C. and/or GGPLP owns 50% or more of the direct or indirect equity interests in the applicable Borrower and (ii) the applicable Borrower is controlled, directly or indirectly, by General Growth, GGPLP and/or GGPLP L.L.C.; (b) after giving effect to such Equity Transfer, the applicable Individual Property will be self-managed by the Transferee or managed by a Qualifying Manager, Sponsor or an Affiliate of Sponsor; (c) immediately prior to such Equity Transfer, no Event of Default has occurred and is continuing; (d) the proposed Equity Transfer will not result in a violation of any of the covenants contained herein relating to compliance with ERISA, the Patriot Act and the Executive Order, and the applicable Borrower shall deliver or cause the proposed transferee to deliver to Administrative Agent such documentation of compliance as Administrative Agent shall reasonably request; (e) the applicable Borrower shall give or cause to be given written notice to Administrative Agent of the proposed Equity Transfer not later than fifteen (15) days prior thereto; and (f) the proposed transferee (i) has not, nor any of its constituent equity owners (other than Public Shareholders) that own more than ten (10%) of the outstanding interests in the proposed transferee have, previously been in default under a loan or other Indebtedness with a Lender hereunder, which default results in a foreclosure, or a deed in lieu of foreclosure or other transfer in lieu of foreclosure, of the collateral securing the defaulted loan or other Indebtedness, (iii) is not, nor any of its constituent equity owners (other than Public Shareholders) are, a Prohibited Person and (iv) is, and all any of its constituent equity owners (other than Public Shareholders) that own more than ten (10%) of the outstanding interests in the Transferee are, in good standing in its state or country of organization. (4) Nothing contained in this Agreement or in any other Loan Document shall restrict the right of (A) any shareholder in General Growth or in any other Person, the shares of whom are traded on the New York Stock Exchange or any other nationally or internationally recognized exchange, to sell, assign, convey, transfer, pledge, hypothecate, create a security interest in or otherwise dispose of such shares or cause it shares to be redeemed, or (B) any limited partner of GGPLP to sell, assign, convey, transfer, pledge, hypothecate, create a security interest in or otherwise dispose of its limited partnership interest in GGPLP or to cause or permit its limited partnership interest in GGPLP to be redeemed or (iii) the holder of any equity interest (each an “Equity Holder”) in TRS, NYSCRS, Ivanhoe, GGP/Homart, Inc., GGP/Homart II L.L.C., GGPLP L.L.C. or GGP Ivanhoe, Inc. (other than General Growth, GGPLP and/or GGPLP L.L.C. or any of its or their Affiliates) to transfer such Equity Holder’s interest in TRS, NYSCRS, Ivanhoe, GGP/Homart, Inc., GGP/Homart II L.L.C., GGPLP L.L.C. or GGP Ivanhoe, Inc. or to cause or permit such Equity Holder’s interest in TRS, GGP/Homart, Inc., GGP/Homart II L.L.C., GGPLP L.L.C. or GGP Ivanhoe, Inc. to be redeemed. (5) Notwithstanding anything to the contrary contained in this Section, any owner of any direct or indirect ownership interests in any Borrower may sell, assign, convey, transfer, pledge, hypothecate, create a security interest in or otherwise dispose of its interest in applicable Borrower to or in favor of an Approved Entity in one or a series of transactions, and the holder of such interest may exercise any remedies or rights pursuant to such pledge or security instrument without Administrative Agent’s consent, provided that: (a) after giving effect to such sale, assignment, conveyance, transfer, pledge, hypothecation, creation of a security interest in or other disposition of its interest in the applicable Borrower or other disposition, and after the exercise of any remedies or rights pursuant to such pledge or security instrument, 50% or more of the direct or indirect equity interests in the applicable Borrower are owned directly or indirectly by General Growth, GGPLP and/or GGPLP L.L.C. and the applicable Borrower is controlled, directly or indirectly, by General Growth, GGPLP and/or GGPLP L.L.C.; and (b) at all times the applicable Individual Property is managed by a Qualifying Manager. (6) Notwithstanding anything to the contrary contained in this Section, General Growth, GGPLP, GGPLP LLC and/or any Affiliate Pledgor may, as security for operating debt incurred or to be incurred by such Person, in one or a series of transactions, pledge, hypothecate, grant of a security interest or other encumbrance to a Qualified Pledgee in such Person’s respective assets (including the direct or indirect equity interests of such Person in the applicable Borrower) and the holder of such pledge or security interest may exercise any remedies or rights pursuant to such pledge or security instrument without Administrative Agent’s consent, provided that at all times the Property shall be managed by a Qualifying Manager. (7) Notwithstanding anything herein to the contrary, any Borrower may, without the consent of Administrative Agent (A) record lot line adjustments, (B) subdivide the applicable Individual Property, or (C) enter into any reciprocal easement agreements, utility easements, access easements or other similar agreements relating to the use or development of the applicable Individual Property or reasonably required in connection with a partial release pursuant to Sections 2.5(2), (4) or (5) hereof, provided that (i) no such encumbrance set forth in the foregoing clauses shall materially impair the utility and operation of the applicable Individual Property or otherwise have a Material Adverse Effect as to any Individual Property (collectively, “Property Documents”) and (ii) the applicable Borrower shall deliver an executed copy of the applicable instrument promptly following execution thereof. In connection with any action permitted pursuant to this Section 9.1(7), if any Borrower requests Administrative Agent’s consent thereto, Administrative Agent shall not unreasonably withhold Administrative Agent’s consent and upon such consent, Administrative Agent shall execute and deliver any instrument reasonably necessary or appropriate in order to subordinate the Lien of the Mortgage and the other Loan Documents to such easements, restrictions, covenants, reciprocal easement agreements, reservations and rights of way or other similar grants upon receipt by Administrative Agent of: (a) a copy of the applicable instrument, which instrument shall be reasonably acceptable to Administrative Agent and shall automatically inure to the benefit of (and burden) successors and assigns of the applicable Borrower; and (b) an Officer’s Certificate stating that such lot line adjustments, subdivisions, easements, restrictions, covenants, reservations, rights of way or other similar grants do not materially impair the utility and operation of the applicable Individual Property or have a Material Adverse Effect on such applicable Individual Property’s value. (8) Administrative Agent shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer which occurs in violation of this Agreement or without Administrative Agent’s consent. This provision shall apply to every Prohibited Transfer which occurs in violation of this Agreement regardless of whether voluntary or not, or whether or not Administrative Agent has consented to any previous Prohibited Transfer. (9) Administrative Agent’s consent to one Prohibited Transfer shall not be deemed to be a waiver of Administrative Agent’s right to require such consent to any future occurrence of same. Any Prohibited Transfer made in contravention of this paragraph shall be null and void and of no force and effect. (10) Borrower agrees to bear and shall pay or reimburse Administrative Agent on demand for all actual and reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Administrative Agent in connection with the review, approval and documentation of any transfer. (11) Notwithstanding anything to the contrary contained herein, Borrower may request that Administrative Agent confirm whether or not the constituent equity owners of the Transferee or proposed transferee, as the case may be, comply with the conditions contained in Sections 9.1(2)(c) or 9.1(3)(f), respectively, which confirmation to any such request shall be made within five (5) Business Days after request for confirmation has been made by Borrower, SPE Party accompanied by the identity of such Person, provided that Borrower submits such request for Administrative Agent’s confirmation in an envelope labeled “Priority” and delivered to Administrative Agent by overnight delivery and otherwise in accordance with the provisions of Section 12.1 and which request shall state at the top of the first page in bold lettering in 14 pt. font “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT AND THE LENDERS FROM TIME TO TIME A PARTY THERETO.” In the event that Administrative Agent fails to confirm whether the such Person comply with the conditions contained in Sections 9.1(2)(c) or Operating Lessee9.1(3)(f), as the case may be, is adverse to any of the Lenders (such confirmation shall state the reasons why such Person does not comply with the conditions contained in Sections 9.1(2)(c) or 9.1(3)(f) hereof, as the case may be) for more than five (5) Business Days after receipt thereof, such Person shall be deemed not adverse to any of the Lenders.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 , (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or 1) neither Borrower nor any other Person having a direct or indirect an ownership or beneficial interest in any BorrowerBorrower shall (a) directly or indirectly sell, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any Property interest in the Project or any part thereof, thereof (including any partnership or any interestother ownership interest in Borrower); (b) further encumber, direct alienate, grant a Lien or indirect, grant any other xxxxxxxx xx the Xxxxect or any part thereof (including any partnership or other ownership interest in any Borrower, SPE Party or Operating Lessee), whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower involuntarily; or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if enter into any Borrower, SPE Party, Operating Lessee, any Guarantor easement or any other agreement granting rights in or restricting the use or development of the Project; (2) no new general partner, managing member, or limited partner having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing general partner or member or controlling shareholder limited partner withdraw from Borrower), and no change in Borrower's organizational documents relating to control over Borrower and/or the Project shall be effected; and (3) no transfer of any Borrowerlimited partnership interest in Borrower shall be permitted except (i) to the Approved Manager or an Affiliate of Borrower or an Affiliate of the Approved Manager, SPE Party, Operating Lessee in either case which is in the real estate and/or property management business and (ii) so long as the holder or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer holders of such corporation’s stock limited partnership interest(s) do not have the ability to control the affairs of the Borrower and (iii) so long as an Affiliate of Approved Manager or an Affiliate of Borrower remains in control of the affairs of Borrower. (4) no transfers of the stock of any corporation directly the corporate general partner of Borrower or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership transfers of any beneficial interest therein shall be permitted except to an Affiliate of Borrower which is engaged in any Borrower, SPE Party or Operating Lessee.the real estate and/or property management business

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Except as provided in Article VIII hereof, without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, hypothecate, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any Borrower, SPE Party or Operating Lesseepart thereof, whether voluntarily or involuntarily (a collectively, “Prohibited Transfer”). . (b) A Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests (provided, that, for the transfer avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Sweep Event Period) or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any joint venturer member or memberany profits or proceeds relating to such membership interest (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Sweep Event Period); (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of Manager (excluding an Affiliated Manager) other than in accordance with Section 7.3; and (eviii) any pledgeaction for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, hypothecation, assignment, transfer pursuant to any contractual agreement or other encumbrance of any direct instrument or indirect ownership interest in any Borrowerunder applicable law (including, SPE Party or Operating Lesseewithout limitation, common law) (an “Action For Partition”).

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject the Administrative Agent and the Lender (to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1extent required under SECTION 11.02 hereof), none of except in connection with Partial Releases permitted under this Agreement: (1) Neither any Borrower, SPE Party, Operating Lessee or Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party in BPE, or Operating Lessee in either P&V Owner shall (a) directly or indirectly sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any Property or any part thereof, or any interest, direct or indirect, interest in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property Project or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor partnership or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners; (b) further encumber, alienate, xxxxx x Xxxx or xxxxx any other interest in any Project or any part thereof or any partnership or other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners, whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Project (except for immaterial utilities and the like) or permit the same or agree to the same. (2) No new general partner, member, or limited partner having the ability to Control the affairs of any Borrower, BPE or either P&V Owner shall be admitted to or created in any Borrower, BPE or either P&V Owner (nor shall any existing general partner or member or Controlling limited partner withdraw from any Borrower, BPE or either P&V Owner ), and no change in the organizational documents of any Borrower, BPE or either P&V Owner relating to Control over such Borrower, BPE or either P&V Owner and/or any Project shall be effected. (3) BPPI shall at all times, whether directly or indirectly, Control the Borrowers, BPE, the P&V Owner and the operation and management of the Projects, the JV Properties and the P&V Sale Properties. (4) As used in this SECTION 8.01, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of (a) any Project, (b) any partnership interest in any partner in any Borrower that is a partnership, (c) any voting stock in any partner in Borrower that is a corporation, and (d) any membership interest of a member of any Borrower that is a limited liability company; PROVIDED, HOWEVER, THAT, "transfer" shall not include (i) the leasing of individual units within any Project so long as the Borrowers comply with the provisions of the Loan Documents relating to such leasing activity, (ii) the sale, transfer, pledge or assignment of any limited partnership interest or non-managing member interest in any Borrower or Borrower Party or Operating Lesseein any direct or indirect general managing member of any Borrower or Borrower Party, (iii) the creation of any Lien on any Non-Mortgaged Properties other than the P&V Sale Properties, or (iv) the sale, transfer, pledge or assignment of any beneficial ownership interests in BPPI, (v) so long as there is no violation of SECTIONS 8.01(2), 8.01(3) and 8.03 after giving effect to the transactions described in clauses (i) through (iv) of this Section 8.01(4).

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Except as provided in Article VIII hereof, without the prior written consent of LenderLxxxxx, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party the Property or Operating Lesseeany part thereof, whether voluntarily or involuntarily involuntarily, in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, a “Transfer”). . (b) A Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part substantially all of any the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer Transfer of, or the grant of a security interest in, any Borrower’s or Operating LesseeBxxxxxxx’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor a Person owning a direct or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor indirect interest in Borrower is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor a Person owning a direct or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor indirect interest in Borrower is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the transfer creation or issuance of new limited partnership interests; (v) if a Person owning a direct or indirect interest in Borrower is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any joint venturer member or memberany profits or proceeds relating to such membership interest or the creation or issuance of new membership interests, or Borrower dividing into two (2) or more separate entities and allocating any of Borrower’s assets, liabilities, rights and/or obligations between or among such entities; (vi) if a Person owning a direct or indirect interest in Borrower is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Person owning a direct or indirect interest in Borrower or the creation or issuance of new legal or beneficial interests; (vii) a Change in Control; (viii) entering into any PACE Loan; (ix) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other Person, pursuant to any contractual agreement or other instrument or under applicable Legal Requirements (including, without limitation, common law); and (ex) with respect to any pledgelimited liability company or limited partnership, hypothecation, assignment, transfer or other encumbrance the division of any direct assets and liabilities of such entity amongst one or indirect ownership interest in any Borrower, SPE Party more new or Operating Lesseeexisting entities.

Due on Sale and Encumbrance; Transfers of Interests. Without Except as otherwise expressly permitted pursuant to Article 8, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor Sole Member nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee Sole Member shall (a) sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party Borrower or Operating LesseeSole Member, whether voluntarily or involuntarily involuntarily, by operation of law or otherwise, or (b) permit or suffer any change in control of any Borrower (each of (a) and (b) a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE PartyGuarantor, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if any Borrower, SPE Party, Operating Lessee, Sole Member any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Sole Member or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Borrower or Operating LesseeSole Member.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of LenderAdministrative Agent, butwhich may be withheld in its sole discretion, in each instance, subject to the provisions Loan shall become due and payable upon the occurrence of Article 8 any Transfer (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1as defined below), none except for Permitted Encumbrances and Permitted Transfers. Without limiting the foregoing, other than with respect to a Permitted Transfer, without the prior written consent of any Borrower, SPE Party, Operating Lessee or Administrative Agent: (a) neither Borrower nor any other Person having a direct legal or indirect beneficial ownership or beneficial economic interest in Borrower shall: (i) Transfer, directly or indirectly, any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest in the Property or any part thereof, any Collateral or any interestother asset of Borrower, or mortgage, pledge or assign any other asset of Borrower, except for Permitted Encumbrances; (ii) further encumber, alienate, xxxxx x xxxx or xxxxx any other interest in the Property or any part thereof, whether voluntarily or involuntarily, except for Permitted Encumbrances; (iii) enter into any easement or other agreement granting rights in, or restricting the use or development of, the Property, except for Permitted Encumbrances; or (iv) permit any partition of the Property; (b) except for a Permitted Transfer, neither Borrower nor any other Person having a beneficial ownership or economic interest in Borrower shall Transfer, directly or indirectly, any ownership or economic interest in Borrower, or encumber, alienate, xxxxx x xxxx or xxxxx any other interest in any ownership or economic interest in Borrower, whether voluntarily or involuntarily; and (c) no new general partner, limited partner, manager or member having the ability to control the affairs of Xxxxxxxx shall be admitted to or created in Borrower (nor shall any existing general partner, controlling limited partner, manager, managing member or controlling member withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower and/or the Property shall be effected that would have the effect of changing the control, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating LesseeXxxxxxxx.

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior written consent of LenderLender or unless otherwise expressly permitted pursuant to this Agreement, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, neither Borrower nor Operating Lessee or nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Borrower and/or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, Lien, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any Borrower, SPE Party or Operating Lesseepart thereof, whether voluntarily or involuntarily involuntarily, in violation of the covenants and conditions set forth in the Security Instrument and this Agreement (a collectively, “Prohibited Transfer”). A . (b) Unless otherwise expressly permitted pursuant to this Agreement, a Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or and/or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose (other than the Operating Lease) for other than actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or and/or Operating Lessee’s right, title and interest in and to any (A) Leases or any RentsRents or (B) REAs; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law); and/or (viii) the entering into of a PACE Transaction; provided, however, Prohibited Transfers shall not include (A) Permitted Encumbrances, (B) Permitted Equipment Leases, (C) transfers of worn out or obsolete FF&E that are replaced with property of equivalent value and functionality in the ordinary course of the operation of the Property, (D) any Property Sale effectuated in accordance with the terms of Section 8.1 hereof, or (E) any Permitted Equity Transfer effectuated in accordance with the terms of Section 8.2 hereof. (c) Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (i) a modification of the terms hereof and an assumption of this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (ii) payment of a transfer fee of 1% of outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (iii) if required by Lender, receipt of a Rating Agency Confirmation with respect to the Prohibited Transfer, (iv) the proposed transferee’s continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Sections 3.1.24 and 4.2.11 hereof, (v) if such transfer results in any Person owning in excess of forty-nine percent (49%) of the direct or indirect interests in Borrower, Operating Lessee or any SPC Party that did not own the same immediately prior to such Prohibited Transfer, receipt of a New Non-Consolidation Opinion with respect to the Prohibited Transfer, (vi) the ability of the transferee to satisfy Lender’s then current underwriting standards, (vii) an opinion satisfactory to Lender that the Prohibited Transaction will not cause an Adverse REMIC Event and/or (viii) such other conditions and/or legal opinions as Lender shall determine in its sole discretion to be in the interest of Lender. All reasonable expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any joint venturer actual impairment of its security or member; any increased risk of default hereunder in order to declare the Debt immediately due and (e) payable upon a Prohibited Transfer without Lender’s consent. This provision shall apply to every Prohibited Transfer, whether or not Lender has consented to any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lesseeprevious Prohibited Transfer.

Due on Sale and Encumbrance; Transfers of Interests. Without Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)7, none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Borrower or SPC Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in Borrower or any Borrower, SPE Party or Operating LesseeSPC Party, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 4.2 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationstock; (div) if any Borrower, SPE SPC Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE SPC Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; (v) if the Manager is an Affiliate of the Borrower, the ownership, management or control of Manager is transferred; and (evi) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or any Borrower, SPE Party or Operating LesseeSPC Party.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject Administrative Agent and the Lenders (to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this extent required under Section 4.2.111.2), none of any Borrower, SPE Party, Operating Lessee or except as provided in Section 8.1(c) below: (a) neither Borrower nor any other Person having a direct or indirect an ownership or beneficial interest in any BorrowerBorrower shall (1) directly or indirectly sell, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grantpledge, bargain, or assign any interest in the Portfolio or any part thereof (including any membership or any other ownership interest in Borrower); (2) further encumber, pledgealienate, assign granx x Xxxx xx granx xxx other interest in the Portfolio or transfer any Property part thereof (including any membership or other ownership interest in Borrower), whether voluntarily or involuntarily; or (3) enter into any easement or other agreement granting rights in or restricting the use or development of the Portfolio or any part thereof; (b) no new general partner, member, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within limited partner having the meaning ability to control the affairs of this Section 4.2.1 Borrower shall be deemed admitted to include or created in Borrower (a) an installment sales agreement wherein nor shall any existing general partner or member or controlling limited partner withdraw from Borrower), and no change in Borrower's organizational documents relating to control over Borrower or Operating Lessee agrees to sell any Property and/or the Portfolio or any part thereof for a price to shall be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; effected; (c) if any Notwithstanding anything in this Section 8.1 to the contrary, (i) CCPRE-Storage, LLC and Shurgard, the only members in Borrower, SPE Partymay transfer membership interests and the ability to control the affairs of Borrower without the prior written consent of Administrative Agent if and only if such transfers are made to each other and done pursuant to the terms and conditions of this Agreement and Borrower's Limited Liability Company Agreement in effect as of the date hereof and prompt written notice thereof is given to Administrative Agent; provided, Operating Lesseehowever, any Guarantor or any general partner, that the managing member of Borrower must be approved by Administrative Agent unless it is an Affiliate of CCPRE-Storage, LLC or controlling shareholder of Shurgard, and (ii) any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new publicly traded stock in one or a series Shurgard Storage Centers, Inc. in the normal course of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock business shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationpermitted; and (d) if any BorrowerCCPRE-Storage, SPE PartyLLC may transfer its membership interest in Borrower to an institutional investor approved in writing by Administrative Agent, Operating Lesseesuch approval not to be unreasonably withheld or delayed, any Guarantor or any general partnerand, managing member or controlling shareholder of any BorrowerCCPRE-Storage, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any LLC may pledge, hypothecation, assignment, transfer hypothecate or other encumbrance of any direct or indirect ownership otherwise leverage its membership interest in any BorrowerBorrower to secure financing to CCPRE-Storage, SPE Party or Operating LesseeLLC; provided, however, that such financing does not have an unreasonable adverse effect on Borrower and prompt written notice thereof is given to Administrative Agent.

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, neither Borrower nor Operating Lessee or nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Borrower and/or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, Lien, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, any Borrower, SPE Party Individual Property or Operating Lesseeany part thereof, whether voluntarily or involuntarily involuntarily, in violation of the covenants and conditions set forth in the Security Instrument and this Agreement (a other than Permitted Encumbrances) (collectively, “Prohibited Transfer”). . (b) A Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or and/or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder (other than the Operating Lease) or a sale, assignment or other transfer of, or the grant of a security interest inin (other than Permitted Encumbrances), any Borrower’s or and/or Operating Lessee’s right, title and interest in and to any (A) Leases or any RentsRents or (B) REAs; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 7.3 hereof; (viii) or any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law) and/or (ix) any other action instituted by (or at the behest of) Borrower, Operating Lessee or their Affiliates or consented to or acquiesced in by Borrower, Operating Lessee or their Affiliates which results in a termination of an REA or any Material Agreements, which termination could reasonably be expected to result in a Material Adverse Effect. (c) Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof and an assumption of this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) payment of a transfer fee of 1% of outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer, (c) if required by Lender, receipt of a Rating Agency Confirmation with respect to the Prohibited Transfer, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Sections 3.1.24 and 4.2.11 hereof, (e) receipt of a New Non-Consolidation Opinion with respect to the Prohibited Transfer, (f) the ability of the transferee to satisfy Lender’s then current underwriting standards, (g) an opinion satisfactory to Lender that the Prohibited Transaction will not cause an Adverse REMIC Event and/or (h) such other conditions and/or legal opinions as Lender shall determine in its reasonable discretion to be in the interest of Lender. All expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any joint venturer actual impairment of its security or member; any increased risk of default hereunder in order to declare the Debt immediately due and (e) payable upon a Prohibited Transfer without Lender’s consent. This provision shall apply to every Prohibited Transfer, whether or not Lender has consented to any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lesseeprevious Prohibited Transfer.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Mezzanine Lender, which consent may be given or withheld in Mezzanine Lender's sole and absolute discretion, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)8, none of neither any Borrower, SPE Party, Operating Lessee or any Owner nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee any Owner shall (and such Borrower shall not permit such Owner to) sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer (i) any 363 Individual Property or any part thereof, (ii) the Collateral or any part thereof or (iii) any interest, direct or indirect, in any Borrower, SPE any Owner, any SPC Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”"TRANSFER"). A Transfer within the meaning of this Section SECTION 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee Owner agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the Owner leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s Owner's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Partyany Owner, Operating Lessee, any either Guarantor or any general partner, managing member or controlling shareholder of any such Borrower, SPE Party, Operating Lessee such Owner or any such Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; (div) if any Borrower, SPE Partyany Owner, Operating Lessee, any either Guarantor or any general partner, managing member or controlling shareholder of any such Borrower, SPE Partysuch Owner, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; and (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Borrower or Operating Lesseeany Owner or any SPC Party.

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or Borrower shall not nor shall any other Person having a direct or indirect ownership or beneficial interest in Borrower: (i) Except as expressly permitted by clause (c) of this Section 7.2, except as otherwise permitted herein or by the Assignment of Membership Interests create, or permit the creation of, any new direct or indirect ownership interest in Borrower, SPE Party or (ii) Except as expressly permitted by clause (c) of this Section 7.2, transfer, or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or permit the transfer any Property of (A) all or any part thereofof the Project, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily interest therein (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer ofLeases permitted hereunder), or (B) except as otherwise permitted herein or by the grant Assignment of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of Membership Interests any direct or indirect ownership interest in Borrower (including any interest in the profits, losses or cash distributions in any way relating to the Project, Borrower or any Loan Party); or (iii) subject to Borrower's contest rights under Section 7.3, encumber, alienate, grant a Lien or grant any other interest in any Project or axx xxxx xxxxeof (xxxxr than Leases permitted hereunder) or take or fail to take any other action which would result in a Lien against any Project or the interest of Borrower in any Project or any direct ownership interest in Borrower, SPE Party whether voluntarily or Operating Lesseeinvoluntarily except Liens in favor of Agent for the benefit of Lender and Agent, or (iv) enter into any easement or other agreement granting rights in or restricting the use or development of any Project. (b) Borrower shall not, without Agent's prior written consent, permit transfers by the Master Tenant or any interest (direct or indirect) in Master Tenant requiring Borrower's or Sole Member's consent under the Master Lease or the Agreement Regarding Leases. Agent's consent under this Section 7.2(b) shall be exercised with the same level of discretion that Borrower and Sole Member are required to use with respect to each such transfer in exercising their applicable consent rights under the Master Lease and Agreement Regarding Leases, respectively. (c) Notwithstanding anything to the contrary set forth in Subsections 7.2(a)(i) and 7.2(a)(ii) above; (i) the direct or indirect owners of the legal and beneficial ownership interests in Guarantor may sell, transfer, assign, pledge, hypothecate or encumber their legal and beneficial ownership interests in Guarantor without the prior consent of Agent; provided that after such transaction, Borrower continues to be majority-owned and controlled (indirectly) by Guarantor; (ii) the direct or indirect owners of the legal and beneficial ownership interests in REIT Operator may sell, transfer, assign, pledge, hypothecate or encumber their legal and beneficial ownership interests in REIT Operator without the prior consent of Agent; provided that after such transaction, Borrower continues to be majority-owned and controlled (indirectly) by Guarantor; (iii) the direct or indirect owners of the legal and beneficial ownership interests in Sole Member may sell, transfer, assign, pledge, hypothecate or encumber up to forty-nine percent (49%), in the aggregate, of the legal and beneficial ownership interests in Sole Member, without the prior consent of Agent, provided that after such transaction, Borrower continues to be majority-owned and controlled (indirectly) by Guarantor; (iv) new ownership or equity interests may be created in Guarantor, provided that after such transaction, Borrower continues to be majority-owned and controlled (indirectly) by Guarantor; (v) new ownership or equity interests may be created in REIT Operator, provided that after such transaction, Borrower continues to be majority-owned and controlled (indirectly) by Guarantor. (d) Concurrently with the execution of the Loan Documents and immediately following the Conveyance and the Conversion, Guarantor and Sole Member shall consummate the Contribution. Borrower shall deliver to Agent reasonably satisfactory written evidence of such Contribution simultaneously therewith. Until such time as Guarantor's S-11 Registration Statement has been filed with the Securities and Exchange Commission and is effective (such date is referred to herein as the "S-11 Effective Date"), Borrower shall give Agent ten (10) days prior written notice of any transaction permitted by this Section 7.2(c). At all times after the S-11 Effective Date, Borrower shall not be required to give Agent notice of any transaction permitted by Section 7.2(c).

Due on Sale and Encumbrance; Transfers of Interests. (1) Without the prior written consent of Lender, but, in each instance, subject the Administrative Agent and the Lenders (to the provisions of Article 8 extent required under Section 12.2): (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or a) neither Borrower nor any other Person having a direct or indirect an ownership or beneficial interest in any BorrowerBorrower shall (i) directly or indirectly sell, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any Property interest in the Project or any part thereofthereof (including any partnership, membership or any interestother ownership interest in Borrower); (ii) further encumber, direct alienate, xxxxx x Xxxx or indirectxxxxx any other interest in the Project or any part thereof (including any partnership, membership or other ownership interest in any Borrower, SPE Party or Operating Lessee), whether voluntarily or involuntarily involuntarily; or (a “Transfer”). A Transfer within iii) enter into any easement or other agreement granting rights in or restricting the meaning use or development of this Section 4.2.1 the Project; (b) no new member shall be deemed admitted to include or created in Borrower (nor shall any existing partner or member withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower and/or the Project shall be effected; and (c) there shall be no Change of Control of Borrower’s Managing Member or Borrower’s Managing Member’s General Partner. (2) Notwithstanding the provisions of Section 9.1(1), (a) prior to the Completion Date, Sponsor shall be permitted to transfer a portion of its direct or indirect ownership interests in Borrower to an installment sales agreement wherein any Approved Transferee, so long as (i) at the time of such transfer there exist no monetary defaults or Events of Default under the Loan Documents, (ii) at the time of such transfer no Low DSCR Trigger Period exists, (iii) at all times following such transfer, Sponsor continues to own not less than fifty-one percent (51%) of the direct or indirect ownership interests in Borrower, and (iv) at all times following such transfer, Sponsor continues to Control Borrower and there is no Change of Control of Borrower’s Managing Member or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installmentsBorrower’s Managing Member’s General Partner; and (b) after the Completion Date, Sponsor shall be permitted to transfer a portion of its direct or indirect ownership interests in Borrower to an Approved Transferee, so long as (i) at the time of such transfer there exist no monetary defaults or Events of Default under the Loan Documents, (ii) at the time of such transfer no Low DSCR Trigger Period exists, (iii) at all times following such transfer, Sponsor owns at least twenty percent (20%) of the direct or indirect ownership interests in Borrower, (iv) at all times following such transfer, Sponsor continues to Control Borrower and there is no Change of Control of Borrower’s Managing Member or Borrower’s Managing Member’s General Partner, and (v) at all times following such transfer Sponsor or an Affiliate is Manager. (3) Notwithstanding the foregoing, Sponsor may pledge its direct or indirect ownership interests in Borrower as security for Sponsor’s obligations under its primary credit facility; provided that (i) such pledge shall not be subject to foreclosure, nor shall there be any conveyance in lieu thereof, nor shall there be any other than action in respect of such pledged interests inconsistent with the Operating Leasesconsent and acknowledgement referred to in clause (iii) below, an agreement without the Administrative Agent’s prior written consent; (ii) such pledge, by its express terms, shall be subject to the limitations on foreclosure and conveyance in lieu thereof set forth above; and (iii) the pledgee shall deliver such acknowledgments of and consents to the foregoing as the Administrative Agent may request. Without limiting the foregoing, if Eurohypo exercises the Mezzanine Option, the pledgee shall release its pledge on any Borrower or Operating Lessee of the ownership interest that form the collateral for the leasing Mezzanine Loan (without limiting the rights of all or a substantial part of Sponsor, in accordance with this Section 9.1(3), to pledge to such pledgee other indirect ownership interests in Borrower that do not form the collateral for the Mezzanine Loan). (4) Notwithstanding anything to the contrary set forth in this Section 9.1, the transfers restricted hereunder shall not include (i) any Property for any purpose other than the actual occupancy by a space tenant thereunder or a conveyance, assignment, sale, assignment or other transfer ofmortgaging, or the grant encumbrance, pledging, hypothecation, granting of a security interest in, granting of options with respect to, or other disposition (including in connection with any merger or consolidation) of any limited partnership interests in Borrower’s Managing Member (provided that after giving effect thereto Borrower’s Managing Member’s General Partner continues to Control Borrower’s Managing Member), or Operating Lesseeof any publicly traded stock in Borrower’s rightManaging Member’s General Partner, title and or (ii) the conveyance, assignment, sale, pledge, hypothecation, granting of a security interest in, granting of options with respect to, or other disposition of stock in and Borrower’s Managing Member’s General Partner, provided that, in the case of either clause (i) or clause (ii) above, (A) after giving effect to any Leases such conveyance, assignment, sale or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporationother disposition, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the common stock of any corporation directly Borrower’s Managing Member’s General Partner shall be listed and traded on the New York Stock Exchange or indirectly controlling such corporation by operation other nationally recognized stock exchange and (B) in the event that more than forty nine percent (49%) of law the common stock in Borrower’s Managing Member’s General Partner is conveyed, assigned, sold or otherwise) or the creation or issuance of new stock otherwise disposed of, whether in one or a series of transactions by transactions, to any Person or Persons acting as a group, and as a result thereof, such Person or Persons have the power to elect, appoint or cause the election or appointment of at least a majority of the members of the Board of Directors of Borrower’s Managing Member’s General Partner, through beneficial ownership of the capital stock of Borrower’s General Partner’s Managing Member or otherwise, the prior written consent of the Administrative Agent and the Majority Lenders thereto shall have been obtained, which an aggregate consent shall not be unreasonably withheld, conditioned or delayed. (5) As used in this Section 9.1: (a)“transfer” shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of more than ten percent the legal or beneficial ownership of (10%i) of such corporation’s stock shall be vested the Project, (ii) any partnership interest in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partnerpartner in Borrower that is a partnership, managing (iii) any membership interest in any member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor in Borrower that is a limited or liability company and (iv) any voting stock in any general partnership, joint venture or limited liability company, partner in Borrower that is a corporation; “transfer” shall not include (x) the change, removal, resignation or addition leasing of a general partner, managing partner, limited partner, joint venturer or member or any space within the transfer Project so long as Borrower complies with the provisions of the partnership interest Loan Documents relating to such leasing activity; or (y) the transfers of any general partner, non-managing partner or limited partner or membership interests in Borrower so long as the transfer provisions of the interest of any joint venturer or memberSection 9.1(2) are satisfied; and (eb) any pledge“Control” of one Person (the “controlled Person”) by another Person (the “controlling Person”) shall mean the possession, hypothecationdirectly or indirectly, assignment, transfer by the controlling Person of the power or other encumbrance of any ability to direct or indirect ownership interest in any Borrowercause the direction of the management or policies of the controlled Person, SPE Party subject to approvals for customary major decisions, whether through the ability to exercise voting power, by contract or Operating Lesseeotherwise (“Controlled” and “Controlling” each have the meanings correlative thereto).

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior written approval of Agent, which may be withheld in its sole and absolute discretion, the Loan shall become due and payable upon the occurrence of any Transfer (other than a Permitted Transfer). (b) Without limiting the foregoing, except with respect to Permitted Transfers (for which the consent of Lender, but, in each instance, subject to the provisions of Article 8 Agent shall not be required): (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or i) neither Borrower nor any other Person having a direct or indirect legal, beneficial or record ownership or beneficial economic interest in Borrower shall (a) directly or indirectly Transfer all or any Borrowerportion of its, SPE Party his or Operating Lessee shall sellher interest in the Project, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property the Development Project or any part thereofthereof (including any ownership or economic interest in Borrower); (b) further encumber, alienate, xxxxx x Xxxx or xxxxx any other interest in the Project or any interest, direct part thereof (including any ownership or indirect, economic interest in any Borrower, SPE Party or Operating Lessee), whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower involuntarily; or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if enter into any Borrowereasement or other agreement granting rights in or restricting the use or development of the Project or the Development Project, SPE Party, Operating Lessee, any Guarantor or any subject to Agent’s prior written consent (not to be unreasonably withheld in the case of subpart (c)); and (ii) no new general partner, limited partner, manager or member having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing general partner, controlling limited partner, manager, managing member or controlling shareholder of any member withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower, SPE Partythe Project and/or the Development Project shall be effected. With respect to any and all Transfer(s), Operating Lessee promptly upon any Loan Party having knowledge of the same, (A) if such Transfer is of twenty-five percent (25%) or any Guarantor more of the direct or indirect interests in Borrower (or such lesser percentage as may be required from time to time under applicable Legal Requirements) and was to an ultimate beneficial owner that is domiciled in the U.S. and was not a corporation, the voluntary or involuntary sale, conveyance or transfer holder of at least twenty-five percent (25%) of such corporation’s stock interests prior to the Transfer, or (B) if such Transfer is of ten percent (10%) or more of the direct or indirect interests in Borrower (or such lesser percentage as may be required from time to time under applicable Legal Requirements) and was to an ultimate beneficial owner that is not domiciled in the stock U.S. and was not a holder of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than at least ten percent (10%) of such corporation’s stock interests prior to the Transfer, then in either case, Borrower shall provide Agent with (a) prior notice of such Transfer, (b) sufficient information about the transferee so that Agent and the Lenders may fulfill their “know your customer” requirements (which, by way of example, may include the receipt and review of copies of operating agreements, by-laws, partnership agreements, articles of incorporation, articles of organization, certificates of formation, certificates of good standing, W-9 forms, updated organizational charts, valid governmental forms of identification and such other information or documentation reasonably required by Agent and the Lenders with respect to such “know your customer” requirements) and (c) such other information or documentation reasonably required by Agent and the Lenders from time to time with respect to such “know your customer” requirements, and such Permitted Transfer shall be vested conditioned upon Agent’s confirmation (which confirmation shall not be unreasonably delayed) that such transferee is neither an Embargoed Person, a Prohibited Person or a restricted person described in a party or parties who are not now stockholders or any change Article 13, failing which such proposed Permitted Transfer shall be void ab initio. Notwithstanding anything herein to the contrary, in no event shall the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, reporting requirements described in this Section 8.1 apply to Transfers occurring by shareholders at the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lesseepublic company level.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, butwhich may be withheld in its sole discretion, in each instance, subject to the provisions Loan shall become due and payable upon the occurrence of Article 8 any Transfer (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1as defined below), none except for Permitted Encumbrances and Permitted Transfers. Without limiting the foregoing, other than with respect to a Permitted Transfer, without the prior written consent of any Borrower, SPE Party, Operating Lessee or Lender: (a) neither Borrower nor any other Person having a direct legal or indirect beneficial ownership or beneficial economic interest in Borrower shall: (i) Transfer, directly or indirectly, any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest in the Property or any part thereof, any Collateral or any interestother asset of Borrower, or mortgage, pledge or assign any other asset of Borrower, except for Permitted Encumbrances or Distributions permitted under this Agreement; (ii) further encumber, alienate, xxxxx x xxxx or xxxxx any other interest in the Property or any part thereof, whether voluntarily or involuntarily, except for Permitted Encumbrances; (iii) enter into any easement or other agreement granting rights in, or restricting the use or development of, the Property, except for Permitted Encumbrances; or (iv) permit any partition of the Property; (b) except for a Permitted Transfer, neither Borrower nor any other Person having a beneficial ownership or economic interest in Borrower shall Transfer, directly or indirectly, any ownership or economic interest in Borrower, or encumber, alienate, xxxxx x xxxx or grant any other interest in any ownership or economic interest in Borrower, whether voluntarily or involuntarily; and (c) except for a Permitted Transfer, no new general partner, limited partner, manager or member having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing general partner, controlling limited partner, manager, managing member or controlling member withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower and/or the Property shall be effected that would have the effect of changing the control, direct or indirect, in any of Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Except for Permitted Transfers or as otherwise permitted hereby, without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or no Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer do any Property or any part thereofof the following: (i) create, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within permit the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer creation of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or (ii) sell, transfer, or Operating Lessee.permit the sale or transfer of (A) all or any part of the Projects, or any interest therein (other than Leases permitted hereunder), or (B) any direct or indirect ownership interest in any Borrower (including any interest in the profits, losses or cash distributions in any way relating to the Projects, any Borrower or Guarantor), or (iii) encumber, alienate, xxxxx x Xxxx or grant any other interest in any Project or any part thereof (other than Leases, easements or other restrictions permitted hereunder) or take or fail to take any other action which would result in a Lien against the Projects or the interest of any Borrower in any Project or any ownership interest in any Borrower, whether voluntarily or involuntarily except Liens in favor of Agent for the benefit of Lender and Agent, or (iv) enter into any easement or other agreement granting rights in or restricting the use or development of any Project (provided that Agent’s consent thereto shall not be unreasonably withheld or delayed), or (i) As used in this Section 8.1, “Change in Control” shall mean a change (voluntary or involuntary, by operation of law or otherwise) in the Person or Persons which directly or indirectly control Guarantor as of the Restatement Date, as described in subparagraphs (A) through (D) below:

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of LenderAgent, butBorrower shall not nor shall Borrower permit Guarantor or Master Tenant to: (i) except as otherwise permitted herein or by the Assignment of Membership Interests create, in each instanceor permit the creation of, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a new direct or indirect ownership or beneficial interest in any BorrowerBorrower or Master Tenant, SPE Party or (ii) transfer, or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or permit the transfer any Property of (A) all or any part thereofof the Project, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily interest therein (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer ofLeases permitted hereunder), or (B) except as otherwise permitted herein or by the grant Assignment of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of Membership Interests any direct or indirect ownership interest in Borrower or Master Tenant (including any interest in the profits, losses or cash distributions in any way relating to the Project, Master Tenant or Borrower), SPE Party or (iii) encumber, alienate, xxxxx x Xxxx on, or Operating Lesseegrant any other interest in, the Project or any part thereof (other than Leases permitted hereunder ) or take or fail to take any other action which would result in a Lien against the Project or the interest of Borrower in the Project or any ownership interest in Borrower or Master Tenant, whether voluntarily or involuntarily except Liens in favor of Agent for the benefit of Lender and Agent or Liens for purchase money indebtedness expressly permitted pursuant to Section 7.9 herein or Liens which are being duly contested by Borrower in accordance with the terms hereof, or (iv) enter into any easement or other agreement granting rights in or restricting the use or development of the Project, or Agent acknowledges that Guarantor and BF Limited Partnership and Guarantor and Providence Health Systems-Washington have entered into those certain Purchase Contract and Sale Agreements dated March 22, 2006 and April ___, 2006, respectively (as amended from time to time, collectively, the "Master Tenant Purchase Contracts"), pursuant to which Guarantor intends to purchase one hundred percent (100%) of the membership interests in Master Tenant. Notwithstanding the foregoing provisions of this Section 7.2, the direct ownership interests in Master Tenant may be sold to Guarantor pursuant to the terms of the Master Tenant Purchase Contracts so long as (i) after any such transaction (the "Master Tenant Acquisition"), Guarantor shall at all times own one hundred percent (100%) of the membership interests in Master Tenant free of all liens, claims and encumbrances and Guarantor shall have the authority to make all material business decisions for Master Tenant during the term of the Loan, (ii) all consents and approvals necessary or desirable in connection with the Master Tenant Acquisition (including, without limitation, all consents and approvals from the Washington Department of Social and Health Services) have been obtained from the applicable Governmental Authorities and copies thereof have been provided to Lender, (iii) Borrower gives Agent not less than five (5) days prior written notice of the closing of the Master Tenant Acquisition, (iv) Guarantor has delivered to Agent a pledge of one hundred percent (100%) of the ownership interests in Master Tenant pursuant to a pledge of membership interest substantially similar in form and substance to the Assignment of Membership Interests and any legal opinions required by Lender in connection therewith, (v) Master Tenant has delivered to Agent any legal opinions required by Lender with respect to the due authorization, execution, delivery and enforceability of the Subordination Agreement and the perfection of liens granted therein in favor of Agent, and (vi) Borrower executes such documents and takes such action and causes Master Tenant and Guarantor to execute such documents and take such action as are reasonably required by Agent in connection with the Master Tenant Acquisition. Borrower shall pay to Agent upon demand all costs and expenses incurred by Agent and Lender (including, without limitation, reasonable attorney's fees and search costs) in connection with the Master Tenant Acquisition. Absent a default under this Agreement or under any of the other Loan Documents, the Management Agreement may be terminated by Guarantor and Master Tenant solely in connection with the Master Tenant Acquisition. Borrower shall promptly deliver to Lender written evidence of such termination.

Due on Sale and Encumbrance; Transfers of Interests. (1) Without the prior written consent of Lenderthe Administrative Agent and the Lenders (to the extent required under Section 11.2), (a) neither Borrower nor any other Person having an indirect or direct ownership or beneficial interest in Borrower shall (a) directly or indirectly sell, buttransfer, convey, mortgage, pledge, or assign any interest in each instancethe Project or any part thereof (including any partnership, membership or any other ownership interest in Borrower); (b) further encumber, alienate, xxxxx x Xxxx or xxxxx any other interest in the Project or any part thereof (including any partnership, membership or other ownership interest in Borrower), whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of the Project; (b) no new general partner, member, or limited partner having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing general partner or member or controlling limited partner withdraw from Borrower), and no change in Borrower's organizational documents relating to control over Borrower and/or the Project shall be effected; (c) no transfer shall be permitted which would cause the REIT to own less than ninety-five percent (95%) of the beneficial interest in Borrower and the Project and less than one hundred percent (100%) of the voting stock in the corporate general partner of Borrower; and (d) no transfer shall be permitted which would cause Apollo Real Estate Advisors, L.P. (or (i) any investment fund managed by or other entity controlled by Apollo Real Estate Advisors, L.P. or (ii) its principals on the date hereof) to directly or indirectly own (on a fully diluted and unencumbered basis) less than thirty percent (30%) of the beneficial and economic interests in Borrower and the Project. (2) Notwithstanding anything to the contrary contained herein (including Section 8.8) or the other Loan Documents, but subject to the provisions of Article 8 this subsection (which set forth certain permitted transfers that supersede the terms of this Section 4.2.12), none any Single Purpose Entity (other than Borrower) which directly or indirectly owns equity interests in Borrower and which is acceptable to the Administrative Agent (the "Mezzanine Borrower"), such approval not to be unreasonably withheld, shall be permitted to obtain additional financing (a "Mezzanine Loan") from a Mezzanine Lender provided that each of any the following conditions is satisfied: (a) the principal amount of the Mezzanine Loan does not exceed $25,000,000; (b) the Mezzanine Loan (a) is secured primarily by a lien on the REIT's (i) 100% ownership interest in the capital stock of 1290 GP Corp., the current general partner of Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial (ii) 94.05% limited partnership interest in any Borrowerthe Borrower and (iii) 100% ownership interest in the capital stock of 237/1290 GP Corp., SPE Party or Operating Lessee shall selland not by the Project, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereofand (b) does not constitute an obligation of, or any interest, direct or indirect, in lien upon any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer assets of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; ; (c) if any Borrowerthe Loan-to-Value Ratio immediately after the making of the Mezzanine Loan, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder assuming that the Mezzanine Loan is part of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock Loan and utilizing an Appraisal dated (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwiseupdated) or the creation or issuance of new stock in one or to a series of transactions by which an aggregate of date not more than ten percent ninety (1090) days prior to the making of the Mezzanine Loan, does not exceed 75%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; ; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or Adjusted Debt Service Coverage Ratio after the transfer making of the partnership interest Mezzanine Loan is at least (i) 1.2 to 1, assuming that the debt service payable on the Mezzanine Loan is not part of any general partnerDebt Service, managing partner or limited partner or and (ii) 1.1 to 1, assuming that the transfer debt service payable on the Mezzanine Loan (at the contract rate specified in the Mezzanine Loan documents) is part of the interest of any joint venturer or member; and Debt Service; (e) any pledgethe Mezzanine Loan shall have a scheduled maturity date no earlier than the Maturity Date; (f) the Mezzanine Lender enters into an Intercreditor Agreement; (g) Administrative Agent shall have received an opinion of counsel to the Mezzanine Lender covering certain organizational matters and the enforceability of the Intercreditor Agreement against the Mezzanine Lender, hypothecation, assignment, transfer or other encumbrance it being understood that the Mezzanine Loan documents may provide that such opinion shall be at the sole cost and expense of any direct or indirect ownership interest in any Mezzanine Borrower, SPE Party or Operating Lessee.;

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth permitting certain permitted transfers that supersede the terms of this Section 4.2.1)Transfers described in Article 8, none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor Sole Member nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee Sole Member shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating LesseeSole Member, whether voluntarily or involuntarily (a “"Transfer”"). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s 's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE PartyGuarantor, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (div) if any Borrower, SPE Party, Operating Lessee, Sole Member any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Sole Member or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.and

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Except as provided in Article VIII hereof, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of neither Borrower nor any Borrower, SPE Party, Operating Lessee or any other Person Party having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, divide into two (2) or more limited liability companies or other legal entities, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, any Borrower, SPE Party Property or Operating Lesseeany part thereof, whether voluntarily or involuntarily (a collectively, “Prohibited Transfer”). . (b) A Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any such Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lesseea Restricted Party is a corporation or a real estate investment trust, any Guarantor merger, consolidation, division into two (2) or any general partner, managing member more legal entities or controlling shareholder of any Borrower, SPE Party, Operating Lessee Sale or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer Pledge of such corporation’s or real estate investment trust’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability companyconsolidation, any division into two (2) or more legal entities or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests (provided, that, for the transfer avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Management Sweep Period) or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation, any division into two (2) or more legal entities or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any joint venturer member or memberany profits or proceeds relating to such membership interest (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Management Sweep Period); (vi) if a Restricted Party is a common law, statutory or nominee trust, any merger, consolidation, any division into two (2) or more legal entities or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of Manager (including, without limitation, RMR LLC or a Specified Manager) other than in accordance with Section 7.3; and (eviii) any pledgeaction for partition of any Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, hypothecation, assignment, transfer pursuant to any contractual agreement or other encumbrance of any direct instrument or indirect ownership interest in any Borrowerunder applicable law (including, SPE Party or Operating Lesseewithout limitation, common law).

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Except as provided in Article VIII hereof, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, divide into two (2) or more limited liability companies or other legal entities, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, any Borrower, SPE Party Property or Operating Lesseeany part thereof, whether voluntarily or involuntarily (a collectively, “Prohibited Transfer”). . (b) A Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any such Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a corporation, the voluntary any merger, consolidation, division into two (2) or involuntary sale, conveyance more legal entities or transfer Sale or Pledge of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability companyconsolidation, any division into two (2) or more legal entities or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests (provided, that, for the transfer avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Management Sweep Period) or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation, any division into two (2) or more legal entities or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any joint venturer member or memberany profits or proceeds relating to such membership interest (provided, that, for the avoidance of doubt, pledges of Borrower distributions by indirect owners of Borrower shall not be prohibited hereby, provided such distributions are not made by Borrower during the continuance of a Cash Management Sweep Period); (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation, any division into two (2) or more legal entities or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 7.3; and (eviii) any pledgeaction for partition of any Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, hypothecation, assignment, transfer pursuant to any contractual agreement or other encumbrance of any direct instrument or indirect ownership interest in any Borrowerunder applicable law (including, SPE Party or Operating Lesseewithout limitation, common law).

Due on Sale and Encumbrance; Transfers of Interests. Without Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower's ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)7, none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor SPC Party nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Borrower or SPC Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any the Property or any part thereof, or any interest, direct or indirect, in Borrower or any Borrower, SPE Party or Operating LesseeSPC Party, whether voluntarily or involuntarily (a “"Transfer”"). A Transfer within the meaning of this Section 4.2.1 4.2 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s 's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationstock; (div) if any Borrower, SPE SPC Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE SPC Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or any Borrower, SPE Party SPC Party; and (vi) the sale or Operating Lesseepledge of any Condominium Unit.

Due on Sale and Encumbrance; Transfers of Interests. Without (1) Other than those Liens created by the Loan Documents, without the prior written consent of Lender, but, in each instance, subject the Administrative Agent and the Lenders (to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this extent required under Section 4.2.111.2), none of and except as expressly permitted by Section 8.1(2): (a) neither (i) any Borrower, SPE (ii) any Borrower Party, Operating Lessee or (iii) any other Person having a direct or indirect ownership or beneficial interest in any BorrowerBorrower or any Borrower Party, SPE nor (iv) any Person that is a manager of any Borrower or any Borrower Party shall (A) directly or Operating Lessee shall indirectly sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any interest in any Individual Property or any part thereofthereof (including any partnership, limited liability company or any interestother, direct or indirect, ownership or management interest in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Borrower Party); (B) further encumber, alienate, grant a monetary Lien or grant any other interest in any Individual Property or any part thereof for a price to be paid (including any partnership, limited liability company or management interest or other, direct or indirect, ownership interest in installmentsany Borrower or any Borrower Party), whether voluntarily or involuntarily; or (C) enter into any easement or other agreement granting rights in or restricting the use or development of any Individual Property which materially and adversely affects the value of an Individual Property as determined by the Administrative Agent; (b) other than no new general partner, manager, member or limited partner shall be admitted to or created in any Borrower, any Operating Lessee or Sunstone Holdco, nor shall any existing general partner, manager, member or limited partner withdraw from any Borrower, any Operating Lessee or Sunstone Holdco, and no change in the Operating Leasesorganizational documents of any such party shall be effected; and (c) without limiting the provisions of Section 8.1(1)(b) above, an agreement by no new general partner, manager, member or limited partner having the ability to Control the affairs of any Borrower or Operating Lessee for the leasing of all any Borrower Party shall be admitted to or created in any Borrower, any Borrower Party or any other Person having a substantial part of direct or indirect interest (including a management or ownership interest) in any Property for Borrower or any purpose Borrower Party (nor shall any existing general partner, manager, member or Controlling limited partner withdraw from any Borrower, any Borrower Party or any other than the actual occupancy by Person having a space tenant thereunder direct or indirect interest (including a salemanagement or ownership interest) in any Borrower or any Borrower Party), assignment or other transfer of, or the grant of a security interest in, and no change in any Borrower’s or Operating Lesseeany Borrower Party’s rightorganizational documents relating to Control over any Borrower or any Borrower Party and/or any Individual Property shall be effected. (2) Notwithstanding anything to the contrary contained in this Section 8.1, title the following transfers and interest other transactions shall be permitted and not be deemed a violation or breach of the provisions of Section 8.1(1): (a) Releases completed in accordance with the requirements of Section 2.7. (b) A one-time merger of the REIT with and into a public company or privately held company, or any similar transaction involving the REIT, which shall be completed with the prior written consent of Lender, provided that: (i) such transaction must occur, if at all, prior to the expiration of the sixtieth (60th) Loan Month, (ii) immediately after the completion of such transaction, the tangible net worth (exclusive of goodwill) of the surviving entity shall be equal to or greater than the sum of (A) $250,000,000 plus (B) the greater of (i) eighty-five percent (85%) of the sum of the tangible net worths (exclusive of goodwill) of all of the Borrowers on the date of this Agreement and (ii) the sum of the tangible net worths (exclusive of goodwill) of all of the Borrowers immediately prior to the closing of such transaction, (iii) the surviving entity shall have executed and delivered to the Administrative Agent an assumption of all of Sunstone’s obligations and liabilities under the Loan Documents in form and substance satisfactory to the Administrative Agent in its sole and absolute discretion, (iv) immediately after the completion of such transaction, the surviving entity shall be of equal or greater creditworthiness as the Borrowers and Sunstone immediately prior to the closing of such transaction, (v) the surviving entity shall have a ratio of debt to book assets that does not exceed 60%, (vi) the surviving entity shall be able to make all of the representations and warranties set forth in Section 6.32 hereof relating to OFAC and other Legal Requirements relating to terrorism and money laundering, and shall otherwise comply with all requirements of the Lenders and the Administrative Agent relating thereto, (vii) the surviving entity (and its Affiliates) is not and has not been involved in any litigation with the Administrative Agent or any Lender and has not defaulted on any obligations owed to the Administrative Agent or any Lender, (viii) the surviving entity has no less experience in the ownership and management of full service hotel assets than the Borrowers and their respective principals and is otherwise approved by the Administrative Agent on behalf of the Lenders, (ix) at the closing of and as a condition to any Leases such approved transaction, the Borrowers shall, jointly and severally, pay to the Administrative Agent on behalf of the Lenders a fee in the amount of one percent (1%) of the then outstanding principal balance of the Loans, (x) the Borrowers shall, jointly and severally, pay all of the reasonable costs and expenses of the Administrative Agent and Lenders incurred in connection with the proposed transaction, whether or any Rents; not such transaction actually occurs, including, without limitation, attorneys’ fees, and (xi) The Loan Documents shall be modified to include such other provisions with respect to such transaction as the Administrative Agent and Lenders shall reasonably require. (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance The issuance or transfer of such corporation’s stock (publicly traded shares in the REIT, or the stock issuance or transfer of any corporation directly interests in Sunstone (whether membership interest or indirectly controlling operating partnership units) in connection with the acquisition of other hotel properties and assets, so long as there is no change in the Decisionmaking Control over the REIT or Sunstone. (d) The issuance or transfer of any interests in Sunstone (whether membership interest or operating partnership units), including, without limitation, any issuance or transfer of interests in Sunstone in connection with a merger, acquisition or other business combination other than as described in Section 8.1(2)(b) above; provided, however, if there is a change in the Decisionmaking Control over the REIT or Sunstone as a result of such corporation an issuance or transfer of interests in Sunstone, then each of the following conditions must be satisfied: (i) immediately after the completion of such transaction, the tangible net worth (exclusive of goodwill) of each of the REIT and Sunstone shall be equal to or greater than the sum of (A) $250,000,000 plus (B) the greater of (i) eighty-five percent (85%) of the sum of the tangible net worths (exclusive of goodwill) of all of the Borrowers on the date of this Agreement and (ii) the sum of the tangible net worths (exclusive of goodwill) of all of the Borrowers immediately prior to the closing of such transaction, (ii) immediately after the completion of such transaction, each of the REIT and Sunstone shall be of equal or greater creditworthiness as the Borrowers immediately prior to the closing of such transaction, (iii) each of the REIT and Sunstone shall have a ratio of debt to book assets that does not exceed 60%, (iv) each of the REIT and Sunstone shall be able to make all of the representations and warranties set forth in Section 6.32 hereof relating to OFAC and other Legal Requirements relating to terrorism and money laundering, and shall otherwise comply with all requirements of the Lenders and the Administrative Agent relating thereto, (v) each of the REIT (and its Affiliates) and Sunstone (and its Affiliates) are not and have not been involved in any litigation with the Administrative Agent or any Lender and have not defaulted on any obligations owed to the Administrative Agent or any Lender, (vi) the Person which has Decisionmaking Control over Sunstone shall have no less experience in the ownership and management of full service hotel assets than the Borrowers and their respective principals and shall be otherwise approved by operation the Administrative Agent, (vii) the Borrowers shall, jointly and severally, pay all of law the reasonable costs and expenses of the Administrative Agent and Lenders incurred in connection with the proposed transaction, whether or not such transaction actually occurs, including, without limitation, attorneys’ fees, and (viii) The Loan Documents shall be modified to include such other provisions with respect to such transaction as the Administrative Agent and Lenders shall reasonably require. (e) The transfer of partnership or limited liability company interests in Wxxxxxxxx Real Estate Fund III, L.P., Wxxxxxxxx Real Estate Co-Investment Partnership III, L.P., Wxxxxxxxx Sunstone Investors, L.L.C., Wxxxxxxxx Real Estate Partners, LLC, Wxxxxxxxx Real Estate Partners Management III, LLC, or any Affiliate thereof. (f) Any Mezzanine Pledge, so long as: (i) at all times prior to the enforcement (whether by possession, foreclosure, sale, or otherwise) by the holder of such Mezzanine Pledge of its security interest in the equity interests in Sunstone, the REIT shall have Decisionmaking Control over Sunstone and Sunstone shall have Decisionmaking Control over Sunstone Hotel TRS, and (ii) as a condition precedent to the execution and delivery of such Mezzanine Pledge, the holder thereof (and, if different, the Person or Persons which enter into the Mezzanine Obligation with Sunstone, Sunstone Hotel TRS or the creation REIT) shall enter into an intercreditor agreement with the Administrative Agent which is in form and substance reasonably acceptable to the Administrative Agent. (3) As used in this Section 8.1, “transfer” shall include the sale, transfer, conveyance, mortgage, pledge, or issuance assignment of new stock the legal or beneficial ownership of (a) any Individual Property, (b) any partnership interest in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested any general partner in a party or parties who are not now stockholders any Borrower or any change Borrower Party that is a partnership, (c) any membership interest in the control any member, or non-member manager, of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor Borrower Party that is a limited or general partnership, joint venture or limited liability company, and (d) any voting stock in any general partner in any Borrower or any Borrower Party that is a corporation; “transfer” shall not include (i) the change, removal, resignation or addition leasing of a general partner, managing partner, limited partner, joint venturer or member or space within the transfer Properties so long as each Borrower complies with the provisions of the partnership interest Loan Documents relating to such leasing activity and (ii) the Release of any general partner, managing partner Individual Property in compliance with the terms of Section 2.7 or limited partner or the transfer of the interest of any joint venturer or member; and (eSection 3.3(3) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lesseehereof.

Due on Sale and Encumbrance; Transfers of Interests. Without Notwithstanding anything to the contrary contained in the organizational documents of any Borrower or any Borrower’s managing member or general partner, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or Administrative Agent: 9.1.1 no Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any BorrowerBorrower shall (a) sell, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any Property interest in any Project or any part thereof, thereof (including any partnership or any interest, direct or indirect, other ownership interest in any Borrower or Borrower’s general partner or managing member); (b) further encumber, SPE Party alienate, gxxxx x Xxxx or Operating Lesseegxxxx any other interest in any Project or any part thereof (including any partnership or other ownership interest in any Borrower or any Borrower’s general partner or managing member), whether voluntarily or involuntarily involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Project; 9.1.2 no new general partner, member or limited partner having the ability to control the affairs of a “Transfer”Borrower shall be admitted to or created in any Borrower (nor shall any existing general partner or member or controlling limited partner withdraw from a Borrower). A Transfer within , and no change in any Borrower’s organizational documents relating to control over such Borrower and/or any Project shall be effected; and 9.1.3 Notwithstanding the meaning other provisions of this Section 4.2.1 9.1, no transfer (including transfers pursuant to any Lease of other occupancy agreement involving any Project) shall be deemed permitted without the applicable Borrower demonstrating to Administrative Agent’s satisfaction the compliance of such transfer with the applicable provisions of the “Patriot Act”, as the same may hereafter be amended or which would be contrary to Article 14 hereof. As used in this Section 9.1, “transfer” shall include the sale, transfer, conveyance, mortgage, pledge or assignment of the legal or beneficial ownership of (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property Project or any part thereof for a price to be paid in installments; Borrower, (b) other than the Operating Leases, an agreement by any partnership or membership interest in any general partner or member in any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor that is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, as applicable and (c) any voting stock in any general partner in any Borrower that is a corporation; “transfer” shall not include (i) the change, removal, resignation or addition leasing of a general partner, managing partner, limited partner, joint venturer or member or individual units within any Project so long as the transfer applicable Borrower complies with the provisions of the partnership interest Loan Documents relating to such leasing activity; or (ii) transfers of any general partner, managing partner or limited partner or interests in Borrower so long as the transfer provisions of the interest of any joint venturer or member; Sections 9.1.1, and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee9.1.2 are satisfied.

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior written consent of LenderAgent, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any neither Borrower, SPE PartySecurity Guarantor, Operating Lessee or nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee Security Guarantor shall sell, convey, mortgage, grant, bargain, encumber, pledge, Lien, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, any Borrower, SPE Party Individual Property or Operating Lesseeany material part thereof, whether voluntarily or involuntarily involuntarily, in violation of the covenants and conditions set forth in the Security Instrument and this Agreement (a collectively, “Prohibited Transfer”). A . (b) Subject to Section 8.2, a Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee Security Guarantor agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the Security Guarantor leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder (or occupancy by a hotel guest, including hotel guests that have booked arrangements through room/bed block agreements entered into in the ordinary course of business) or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating LesseeSecurity Guarantor’s right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the transfer creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 7.3 hereof; (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law), or (ix) the entering into of a PACE Transaction. (c) Agent reserves the right to condition the consent to a Prohibited Transfer requested hereunder (which shall exclude any Permitted Transfers made in accordance with this Agreement) upon (a) a modification of the terms hereof and an assumption of this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) if the Loan will be assumed by a third party, the payment of an assumption fee of 1% of outstanding principal balance of the Loan and all of Agent’s and Lender’s reasonable out-of-pocket expenses incurred in connection with the approval thereof, (c) intentionally omitted, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Sections 3.1.24 and 4.2.11 hereof, (e) the ability of the transferee to satisfy Agent’s and Lender’s then current underwriting standards, and/or (f) such other conditions and/or legal opinions as Agent shall determine in its sole discretion to be in the interest of Lender. All expenses incurred by Agent and/or Lender shall be payable by Borrower and/or Security Guarantor whether or not Agent consents to the Prohibited Transfer. Agent shall not be required to demonstrate any joint venturer actual impairment of its security or member; any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Prohibited Transfer without Agent’s consent. This provision shall apply to every Prohibited Transfer, whether or not Agent has consented to any previous Prohibited Transfer. (ed) any pledgeNotwithstanding the foregoing, hypothecationAgent’s consent shall not be required in connection with the conveyance of the Release Parcel to JCSD Trustee Services Limited, assignmentor such other nominee as Sagicor Life Jamaica Limited shall indicate, transfer and such conveyance shall not constitute a Prohibited Transfer. Agent shall duly execute and deliver to Jamaica Security Guarantor a Partial Discharge of Charge and Authority to Complete Missing Information substantially in the form of the documents set forth on Exhibit 3 attached hereto, and such other documents as may be reasonably required to effect the release of the Release Parcel (such additional documents, if any, to be in form and substance reasonably acceptable to the parties thereto), together with the relevant certificates of title necessary to effect the release of the Release Parcel free of the Liens and security interests created by the applicable Security Instruments, with power to deliver such documents to the attorneys for Sagicor Life Jamaica Limited on or before the signing hereof. Agent shall further reasonably cooperate with Borrower and Security Guarantor in executing such other encumbrance documents and instruments and doing all such other acts and things as may be reasonably required to effect the conveyance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.the Release Parcel as aforesaid..

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of LenderAdministrative Agent, butwhich may be withheld in its sole discretion, in each instance, subject to the provisions Loan shall become due and payable upon the occurrence of Article 8 any Transfer (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1as defined below), none except for Permitted Encumbrances and Permitted Transfers. Without limiting the foregoing, other than with respect to a Permitted Transfer, without the prior written consent of any Borrower, SPE Party, Operating Lessee or Administrative Agent: (a) neither Borrower nor any other Person having a direct legal or indirect beneficial ownership or beneficial economic interest in Borrower shall: (i) Transfer, directly or indirectly, any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest in the Property or any part thereof, any Collateral or any interestother asset of Borrower, or mortgage, pledge or assign any other asset of Borrower, except for Permitted Encumbrances; (ii) further encumber, alienate, xxxxx x xxxx or xxxxx any other interest in the Property or any part thereof, whether voluntarily or involuntarily, except for Permitted Encumbrances; (iii) enter into any easement or other agreement granting rights in, or restricting the use or development of, the Property, except for Permitted Encumbrances; or (iv) permit any partition of the Property; (b) except for a Permitted Transfer, neither Borrower nor any other Person having a beneficial ownership or economic interest in Borrower shall Transfer, directly or indirectly, any ownership or economic interest in Borrower, or encumber, alienate, xxxxx x xxxx or grant any other interest in any ownership or economic interest in Borrower, whether voluntarily or involuntarily; and (c) no new general partner, limited partner, manager or member having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing general partner, controlling limited partner, manager, managing member or controlling member withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower and/or the Property shall be effected that would have the effect of changing the control, direct or indirect, in any of Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Without (i) Borrower acknowledges and agrees that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property. Accordingly, in the event that (A) any direct interest in Borrower, or (B) except as set forth in Section 8(v)(ii) below, any indirect interest in Borrower, shall be sold, conveyed, disposed of, alienated, hypothecated, assigned, pledged, mortgaged, further encumbered or otherwise transferred, in any manner or way, whether voluntarily or involuntarily (each of the foregoing, a “Transfer”) without the prior written consent of Lender, butthen the same shall, at the option of Lender, constitute an Event of Default hereunder and under the other Loan Documents and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the Maturity Date, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in this Loan Agreement and/or any of the other Loan Documents. (ii) Notwithstanding anything in Section 8(v)(i) above to the contrary, provided (A) Borrower provides Lender with at least ten (10) days written notice (the “Permitted Transfer Notice”) prior to the date of any such Permitted Transfer (as hereinafter defined), (B) on the date of delivery to Lender of the Permitted Transfer Notice and on the date of such Permitted Transfer, no Event of Default or event which, with the giving of notice or passage of time, would result in an Event of Default, then exists, (C) any such Permitted Transfer would not result in the release of any Guarantor or cause any Guarantor to no longer derive a direct material benefit from the making of the Loan (as determined by Lender in its sole and absolute discretion), (D) any transferee pays all costs and expenses incurred by Lender, including, but not limited to, reasonable attorneys fees, in connection with such Permitted Transfer, and (E) any such transferee and transferor provide Lender with such other information and documents as requested by Lender in its sole and absolute discretion, the following transfers (each instance, subject to the provisions a “Permitted Transfer”) shall be permitted by Lender: (1) transfers or pledges of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest Equity Interests (as hereinafter defined) in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, the sole member of Borrower which in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily the aggregate during the term of the Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten do not exceed forty-nine percent (1049%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any total direct or indirect ownership interest legal or beneficial Equity Interests in the sole member of Borrower and (ii) do not result in a change in Control (as hereinafter defined) of the sole member of Borrower; and (2) transfers or pledges of direct or indirect Equity Interests in the sole member of Borrower among the holders thereof or their Affiliates (or parties under common Control with them) as of the date hereof provided that, after the consummation thereof, sole member of Borrower is Controlled by: (i) entities Controlled by, affiliated with, or under common Control with Independence Realty Trust, Inc., (ii) Guarantor or entities Controlled by, affiliated with, or under common Control with Guarantor; and/or (iii) any Borrower, SPE Party or Operating Lesseecombination of the foregoing.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1)ARTICLE 8, none of neither any Borrower, SPE Party, Operating Lessee or Borrower nor Sole Equity Member nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party Borrower or Operating Lessee Sole Equity Member shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating LesseeSole Equity Member, whether voluntarily or involuntarily (a “Transfer”"TRANSFER"). A Transfer within the meaning of this Section SECTION 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s 's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any either Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Borrower or any either Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such corporation’s 's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; (div) if any Borrower, SPE PartySole Equity Member, Operating Lessee, any either Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee Sole Equity Member or any either Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, except to the extent such Transfer is a Permitted Transfer under SECTION 8.1; and (ev) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party Borrower or Operating LesseeSole Equity Member.

Due on Sale and Encumbrance; Transfers of Interests. Without (1) Other than those created by the Loan Documents, without the prior written consent of Lender, but, in each instance, subject the Administrative Agent and the Lenders (to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this extent required under Section 4.2.111.2), none of and except as expressly permitted by Section 8.1(2): (a) neither (i) any Borrower, SPE (ii) any Borrower Party, Operating Lessee or (iii) any other Person having a direct or indirect ownership or beneficial interest in any BorrowerBorrower or any Borrower Party, SPE nor (iv) any Person that is a manager of any Borrower or any Borrower Party shall (A) directly or Operating Lessee shall indirectly sell, transfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any interest in any Individual Property or any part thereofthereof (including any partnership, limited liability company or any interestother, direct or indirect, ownership or management interest in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Borrower Party); (B) further encumber, alienate, grant a monetary Lien or grant any other interest in any Individual Property or any part thereof for a price to be paid (including any partnership, limited liability company or management interest or other, direct or indirect, ownership interest in installmentsany Borrower or any Borrower Party), whether voluntarily or involuntarily; or (C) enter into any easement or other agreement granting rights in or restricting the use or development of any Individual Property which materially and adversely affects the value of an Individual Property as determined by the Administrative Agent; (b) other than no new general partner, manager, member or limited partner having the Operating Leases, an agreement by ability to Control the affairs of any Borrower or Operating Lessee for the leasing of all any Borrower Party shall be admitted to or created in any Borrower, any Borrower Party or any other Person having a substantial part of direct or indirect interest (including a management or ownership interest) in any Property for Borrower or any purpose Borrower Party (nor shall any existing general partner, manager, member or Controlling limited partner withdraw from any Borrower, any Borrower Party or any other than the actual occupancy by Person having a space tenant thereunder direct or indirect interest (including a salemanagement or ownership interest) in any Borrower or any Borrower Party), assignment or other transfer of, or the grant of a security interest in, and no change in any Borrower’s or Operating Lesseeany Borrower Party’s right, title and interest in and organizational documents relating to Control over any Leases Borrower or any RentsBorrower Party and/or any Individual Property shall be effected; and (c) no transfer shall be permitted which would cause Sunstone and Xxxxxxxxx Partners not to maintain one hundred percent (100%) direct or indirect Control of any Borrower or any Borrower Party and any manager of any such entity during the entire term of the Loans or cause any Borrower not to be Controlled and majority-owned, whether directly or indirectly, at all times by Sunstone and Xxxxxxxxx Partners. (2) Notwithstanding anything to the contrary contained in this Section 8.1, the following transfers and other transactions shall be permitted and not be deemed a violation or breach of the provisions of Section 8.1(1): (a) Releases completed in accordance with the requirements of Section 2.7. (b) The transfer by Xxxxxxxxx Partners of up to forty-nine and nine-tenths percent (49.9%) of the direct or indirect legal or beneficial ownership of Sunstone, so long as Xxxxxxxxx Partners at all times continues to own at least fifty and one-tenth percent (50.1%) of the direct or indirect legal or beneficial interest in Sunstone and to Control Sunstone. (c) A public offering of equity interests in Sunstone or any parent company which directly or indirectly owns Sunstone, so long as immediately after the completion of such public offering Xxxxxxxxx Partners continues to Control Sunstone, provided, however, that if the Delevering Prepayment has been made, Xxxxxxxxx Partners need not continue to Control Sunstone immediately after the completion of such public offering. (d) A public offering of equity interests in any subsidiary owned directly by Sunstone which is not a Borrower Party and which does not own, directly or indirectly, any legal or beneficial interests in any Borrower, SPE PartyManager, Operating LesseeOperator or Individual Property. (e) A merger of either Sunstone or a subsidiary of Sunstone with and into a public company or privately held company, any Guarantor or any similar transaction involving Sunstone or a subsidiary of Sunstone, so long as immediately after the completion of such merger or similar transaction (i) the tangible net worth (exclusive of goodwill) of the surviving entity shall be equal to or greater than $250,000,000 and (ii) the surviving entity shall have a ratio of debt to book assets that does not exceed 65%. (3) As used in this Section 8.1, “transfer” shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of (a) any Individual Property, (b) any partnership interest in any general partnerpartner in any Borrower or any Borrower Party that is a partnership, managing (c) any membership interest in any member, or non-member or controlling shareholder manager, of any Borrower, SPE Party, Operating Lessee Borrower or any Guarantor Borrower Party that is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, and (d) any voting stock in any general partner in any Borrower or any Borrower Party that is a corporation; “transfer” shall not include (i) the change, removal, resignation or addition leasing of a general partner, managing partner, limited partner, joint venturer or member or space within the transfer Properties so long as each Borrower complies with the provisions of the partnership interest Loan Documents relating to such leasing activity and (ii) the Release of any general partner, managing partner Individual Property in compliance with the terms of Section 2.7 or limited partner or the transfer of the interest of any joint venturer or member; and (eSection 3.3(3) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lesseehereof.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject Administrative Agent and the Lenders (to the provisions extent required under Section 12.2), (1) Borrower shall not allow any Change of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereofControl to occur, or permit any interesttransfer to occur (whether of equity interests or through any pledge or encumbrance of equity interests, direct or indirect, in any Borrower, SPE Party of the economic or Operating Lesseeother benefits therefrom, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leasesvoluntary, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a saleinvoluntary, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of if any such corporation’s stock shall be vested transfer would result in a party Change of Control; (2) neither Borrower nor any other Person having an ownership or parties who are not now stockholders beneficial interest in Borrower shall (a) sell, transfer, convey, alienate, mortgage, pledge, encumber, xxxxx x Xxxx on, assign or grant any interest in, the Project or any change in the control of such corporation; part thereof, whether voluntarily or involuntarily (db) if any Borrowersell, SPE Partytransfer, Operating Lesseeconvey, any Guarantor or any general partneralienate, managing member or controlling shareholder of any Borrowermortgage, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecationencumber, assignmentxxxxx x Xxxx on, transfer assign or other encumbrance of grant any interest in, any direct or indirect ownership interest in any Borrower, SPE Party whether voluntarily or Operating Lesseeinvoluntarily, if the same (I) would result in a Change of Control, or (II) in the case of any mortgage, pledge, encumbrance, Lien or collateral assignment of any kind, would result in a Change of Control if the applicable mortgagee, pledgee, encumbrance or Lien holder or assignee foreclosed or otherwise realized upon such mortgage, pledge, encumbrance, Lien or collateral assignment or otherwise exercised any of its rights with respect thereto; or (c) enter into any easement or other agreement (other than leases entered into in accordance with the terms of this Agreement) granting rights in or restricting the use or development of the Project; (3) no new general partner, member, or limited partner having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing general partner or member or controlling limited partner withdraw from Borrower), and no change in Borrower's organizational documents relating to control over Borrower and/or the Project shall be effected.

Due on Sale and Encumbrance; Transfers of Interests. (1) Without the prior written consent of Lender, but, in each instance, subject the Administrative Agent and the Lenders (to the provisions of Article 8 extent required under Section 12.2): (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or a) neither Borrower nor any other Person having a direct or indirect an ownership or beneficial interest in any BorrowerBorrower shall (i) directly or indirectly sell, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, or assign or transfer any Property interest in the Project or any part thereofthereof (including any partnership, membership or any interestother ownership interest in Borrower); (ii) further encumber, direct alienate, xxxxx x Xxxx or indirectxxxxx any other interest in the Project or any part thereof (including any partnership, membership or other ownership interest in any Borrower, SPE Party or Operating Lessee), whether voluntarily or involuntarily involuntarily; or (a “Transfer”). A Transfer within iii) enter into any easement or other agreement granting rights in or restricting the meaning use or development of this Section 4.2.1 the Project; (b) no new member shall be deemed admitted to include or created in Borrower (nor shall any existing partner or member withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower and/or the Project shall be effected; and (c) there shall be no Change of Control of Borrower’s Managing Member or Borrower’s Managing Member’s General Partner. (2) Notwithstanding the provisions of Section 9.1(1), (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees prior to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating LeasesCompletion Date, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock Sponsor shall be vested in permitted to transfer a party or parties who are not now stockholders or any change in the control portion of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any its direct or indirect ownership interest interests in any Borrower to an Approved Transferee, so long as (i) at the time of such transfer there exist no monetary defaults or Events of Default under the Loan Documents, (ii) at the time of such transfer no Low DSCR Trigger Period exists, (iii) at all times following such transfer, Sponsor continues to own not less than fifty-one percent (51%) of the direct or indirect ownership interests in Borrower, SPE Party and (iv) at all times following such transfer, Sponsor continues to Control Borrower and there is no Change of Control of Borrower’s Managing Member or Operating LesseeBorrower’s Managing Member’s General Partner; and (b) after the Completion Date, Sponsor shall be permitted to transfer a portion of its direct or indirect ownership interests in Borrower to an Approved Transferee, so long as (i) at the time of such transfer there exist no monetary defaults or Events of Default under the Loan Documents, (ii) at the time of such transfer no Low DSCR Trigger Period exists, (iii) at all times following such transfer, Sponsor owns at least twenty percent (20%) of the direct or indirect ownership interests in Borrower, (iv) at all times following such transfer, Sponsor continues to Control Borrower and there is no Change of Control of Borrower’s Managing Member or Borrower’s Managing Member’s General Partner, and (v) at all times following such transfer Sponsor or an Affiliate is Manager. (3) Notwithstanding the foregoing, Sponsor may pledge its direct or indirect ownership interests in Borrower as security for Sponsor’s obligations under its primary credit facility; provided that (i) such pledge shall not be subject to foreclosure, nor shall there be any conveyance in lieu thereof, nor shall there be any other action in respect of such pledged interests inconsistent with the consent and acknowledgement referred to in clause (iii) below, without the Administrative Agent’s prior written consent; (ii) such pledge, by its express terms, shall be subject to the limitations on foreclosure and conveyance in lieu thereof set forth above; and (iii) the pledgee shall deliver such acknowledgments of and consents to the foregoing as the Administrative Agent may request. Without limiting the foregoing, if Eurohypo exercises the Mezzanine Option, the pledgee shall release its pledge on any of the ownership interest that form the collateral for the Mezzanine Loan (without limiting the rights of Sponsor, in accordance with this Section 9.1(3), to pledge to such pledgee other indirect ownership interests in Borrower that do not form the collateral for the Mezzanine Loan).

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject Administrative Agent and the Lenders (to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this extent required under Section 4.2.111.2), none of any Borrowerexcept as provided in Section 8.1 below: (a) the Borrower shall not (1) directly or indirectly sell, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grantpledge, bargainor assign any interest in the Portfolio or any part thereof (including any membership or any other ownership interest in Borrower); (2) further encumber, encumberalienate, xxxxx x Xxxx or xxxxx any other interest in the Portfolio or any part thereof (including any membership or other ownership interest in Borrower), whether voluntarily or involuntarily; or (3) enter into any easement or other agreement granting rights in or restricting the use or development of the Portfolio or any part thereof; and (b) no new general partner, member, or limited partner having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing general partner or member or controlling limited partner withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower and/or the Portfolio or any part thereof shall be effected. As used in this Section 8.1, “transfer” shall include the sale, transfer, conveyance, mortgage, pledge, assign or transfer any Property assignment of the legal or beneficial ownership of (1) the Portfolio or any part thereof, or (2) any interest, direct or indirect, partnership interest in any Borrowergeneral partner in Borrower that is a partnership, SPE Party or Operating Lessee, whether voluntarily or involuntarily and (3) any voting stock in any general partner in Borrower that is a corporation; “Transfer”). A Transfer within the meaning of this Section 4.2.1 transfer” shall be deemed to not include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all individual units within the Portfolio so long as Borrower complies with the provisions of the Loan Documents relating to such leasing activity. Without limiting the foregoing, Borrower further agrees that it will require each Person that proposes to become a partner, member or shareholder (each such Person, an “Interest Holder”) in Borrower after the Closing Date to sign and deliver to Borrower, within thirty (30) days after such transfer (and Borrower shall deliver to Administrative Agent and Lenders promptly after receipt), a substantial part of any Property for any purpose other than the actual occupancy certificate executed by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer duly authorized officer of the partnership interest of any general partnernew Interest Holder containing representations, managing partner or limited partner or warranties and covenants substantially the transfer of same as the interest of any joint venturer or member; representations, warranties and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest covenants provided by Borrower in any Borrower, SPE Party or Operating LesseeArticle 14 hereof.

Due on Sale and Encumbrance; Transfers of Interests. Without Except to the extent permitted pursuant to Article 8, neither Borrower nor any other Restricted Party shall, without the prior written consent of Lender, butsell, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall selltransfer, convey, mortgage, grant, bargain, encumber, pledge, assign assign, alienate, lease (except to Tenants under Leases that are not in violation of Section 4.1.10 hereof), grant any option with respect to or transfer grant any other interest in the Property or any part thereofthereof or interest therein, including any legal, beneficial, economic or voting interest in Borrower or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lesseeother Restricted Party, whether directly or indirectly, voluntarily or involuntarily involuntarily, by operation of law or otherwise (each, a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof or interest therein for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor other Restricted Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor Borrower or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor other Restricted Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member member, the voluntary or the involuntary transfer of the partnership interest of any general partner, managing partner or limited partner partner, the creation or issuance of new limited partnership interests, the voluntary or involuntary transfer of the interest of any joint venturer or membermember or the creation or issuance of new non-managing member interests; and (e) if Borrower or any pledgeother Restricted Party is a trust or nominee trust, hypothecation, assignment, the voluntary or involuntary transfer of the legal or other encumbrance of any direct or indirect ownership beneficial interest in any Borrower, SPE Party such trust or Operating Lesseenominee trust or the creation or issuance of new legal or beneficial interests.

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether Pool 2 voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Except as otherwise expressly permitted pursuant to and in accordance with the terms of Article 8 hereof, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, Lien, assign or transfer any Property or any part thereofDMEAST #17478116 v7 46 (b) A Prohibited Transfer shall include, or any interestbut not be limited to, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s 's right, title and interest in and to any Leases or any Rents; (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge of such corporation’s 's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnershippartnership or joint venture, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 7.3 hereof; (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law) and/or (ix) any other action instituted by (or at the behest of) Borrower or its Affiliates or consented to or acquiesced in by Borrower or its Affiliates which results in a termination of any REA or any Material Agreements, which termination causes a Material Adverse Effect. (c) Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof and an assumption of this Agreement and the other Loan Documents as so modified by the proposed Prohibited Transfer, (b) payment of a transfer fee of 1% of outstanding principal balance of the Loan and all of Lender's expenses incurred in connection with such Prohibited Transfer, (c) if required by Lender, receipt of a Rating Agency Confirmation with respect to the Prohibited Transfer, (d) the proposed transferee's continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Sections 3.1.24 and 4.2.11 hereof, (e) omitted, (f) the ability of the transferee to satisfy Lender's then current underwriting standards, (g) an opinion satisfactory to Lender that the Prohibited Transaction will not cause an Adverse REMIC Event and/or (h) such other conditions and/or legal opinions as Lender shall determine in its sole discretion to be in the interest of Lender. All expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. Lender shall not be required to demonstrate any joint venturer actual impairment of its security or member; any increased risk of default hereunder in order to declare the Debt immediately due and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating Lessee.payable upon a Prohibited Transfer DMEAST #17478116 v7 47

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, but, in each instance, subject to (1) Except as permitted by the provisions of Article 8 (which set forth certain permitted transfers that supersede this Agreement or the terms other Loan Documents, no Borrower Party will, without the prior consent of this Section 4.2.1)the Required Lenders, none of any Borrower, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 shall be deemed to include (a) an installment sales agreement wherein any Borrower permit or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; suffer (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any Rents; (c) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) any sale, assignment, conveyance, transfer or other disposition of any legal or equitable interests in all or any part of its applicable Individual Property (a “Property Transfer”), (b) permit or suffer (by operation of law or otherwise) any mortgage, Lien or other encumbrance of all or any part of the Individual Property other than the Permitted Encumbrances, (c) permit or suffer (by operation of law or otherwise) any sale, assignment, conveyance, transfer or other disposition of any direct or indirect interest in any Borrower Party (an “Equity Transfer”), (d) permit or suffer (by operation of law or otherwise) any pledge, hypothecation, creation of a security interest in or issuance other encumbrance of new stock any direct or indirect interest in one any Borrower Party, (e) file a declaration of condominium with respect to any Individual Property or (f) grant any easement or other agreement granting rights in or restricting the use or development of any Individual Property (each action described in clauses (a), (b), (c), (d), (e), (f) and (g) of this Section 9.1(1) is a series “Prohibited Transfer”). (2) A Property Transfer of transactions by any Individual Property subject to the Lien of the Mortgage (but not a mortgage, Lien or other encumbrance on the applicable Individual Property other than the Permitted Encumbrances) is permitted, provided that each of the following conditions are satisfied: (a) no Event of Default shall have occurred and be continuing and such Property Transfer shall not result in an Event of Default; (b) Borrower shall give or cause to be given written notice to Administrative Agent of the proposed Property Transfer not later than thirty (30) days prior thereto, which an aggregate notice shall set forth the name of the Transferee and set forth the date the Property Transfer is expected to be effective; (c) the Person (the “Transferee”) to whom the applicable Individual Property is sold or conveyed in the Property Transfer (i) satisfies the requirements of a Single Purpose Entity, (ii) is not, nor any of its constituent equity owners (other than Public Shareholders) are, a Prohibited Person, and (iii) is, and all of its constituent equity owners (other than Public Shareholders) that own more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change the outstanding interests in the control Transferee are, in good standing in its state or country of such corporation; organization; (d) if any after giving effect to such Property Transfer, (i) Borrower owns 100% of the direct or indirect Equity Interests (other than de minimis preferred shares or limited partnership interests) in the Transferee and (ii) the Transferee is controlled, directly or indirectly, by Borrower; (e) following such Transfer the applicable Individual Property will be self-managed by the Transferee or managed by a Qualified Manager; (f) the Transferee shall execute a Guaranty Supplement, SPE Partyeffective as of the date of the Property Transfer and shall deliver or cause to be delivered a solvency certificate, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder such legal opinions and title insurance endorsements as may be reasonably requested by Administrative Agent; and (g) the proposed Property Transfer will not result in a violation of any Borrowerof the covenants contained herein relating to compliance with ERISA, SPE Partythe Patriot Act and the Executive Order, Operating Lessee and Borrower shall deliver or cause the proposed Transferee to deliver to Administrative Agent such documentation of compliance as Administrative Agent shall reasonably request. Upon satisfaction of each of the conditions set forth in this Section 9.1(2), (i) Administrative Agent shall release the applicable Property Guarantor from any liability thereafter arising under the Loan Documents to which the applicable Property Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; party and (eii) the applicable Property Guarantor shall release Administrative Agent, Arrangers and the Lenders from any pledgeclaims against Administrative Agent, hypothecationArrangers and the Lenders arising in connection with the Loans prior to the date of such Property Transfer, assignment, transfer or other encumbrance of such releases to be self-operative without the need for any direct or indirect ownership interest additional release in any Borrower, SPE Party or Operating Lesseewriting.

Due on Sale and Encumbrance; Transfers of Interests. Without (1) Except for Permitted Transfers, without the prior written consent of Lenderthe Administrative Agent and the Lenders (to the extent required under Section 12.2), butno Transfer shall occur or be permitted, nor shall Borrower enter into any easement or other agreement granting rights in each instanceor restricting the use or development of the Project; (2) Without limiting the foregoing, the conveyance of all of the Projects (or all of the Projects owned by Borrower) to a Controlled Subsidiary which is a Single Purpose Entity and which assumes all of the obligations of the Borrower under the Loan Documents in form and substance satisfactory to the Administrative Agent and in recordable form shall be permitted subject to the provisions following terms and conditions: (a) the Controlled Subsidiary and the general partner, manager or managing member of Article 8 such Controlled Subsidiary, after giving effect to such Transfer, is in compliance with all of the covenants of the Borrower or any Borrower Party (which set forth certain permitted transfers that supersede as applicable) contained in the terms Loan Documents (with all references herein to “Borrower” to mean such Controlled Subsidiary, and all references herein to “Borrower’s Manager” to mean any general partner, manager or managing member of this Section 4.2.1the Controlled Subsidiary; (b) no Potential Default or Event of Default is then existing or would result therefrom; (c) upon the transfer of such Projects to such Controlled Subsidiary, such Controlled Subsidiary, and the general partner, manager or managing member of such Controlled Subsidiary are in compliance in all material respects with all of the representations and warranties of the Borrower or applicable to the Borrower’s Manager contained herein and in the other Loan Documents (after giving effect to the modifications reflecting the identity of the transferee resulting from such transfer) (with all references herein to “Borrower” to mean such Controlled Subsidiary, and all references herein to “Borrower’s Manager” to mean any general partner, manager or managing member of the Controlled Subsidiary); (d) such Projects shall be managed by the REIT or any property management company owned or controlled directly or indirectly by the REIT; (e) prior to such Transfer, the Administrative Agent shall have received notice of the proposed transferee and, within thirty (30) days after the date of such Transfer, the Administrative Agent shall have received copies of the Organizational Documents of such Controlled Subsidiary and the general partner, manager or managing member of such Controlled Subsidiary; (f) concurrently with such Transfer, the Administrative Agent shall have received such endorsements to the Title Policies insuring the continued priority of the Liens of the applicable Mortgages after giving effect to the delivery by such entity of the assumption agreement referred to above (subject only to Permitted Encumbrances), none of any in form and substance satisfactory to the Administrative Agent; (g) the assumption agreement to be entered into by the Borrower and the Controlled Subsidiary shall include such modifications to this Agreement and the other Loan Documents as the Administrative Agent may reasonably require, including, without limitation, such modifications to the covenants and other provisions that are contained herein and that relate to the Borrower or Borrower’s Manager, SPE Party, Operating Lessee or any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in any Borrower, SPE Party or Operating Lessee, whether voluntarily or involuntarily (a “Transfer”). A Transfer within the meaning of this Section 4.2.1 as shall be deemed necessary by the Administrative Agent to include (a) an installment sales agreement wherein any allocate to the Controlled Subsidiary and its general partner or manager responsibility for the performance of the covenants of, and satisfaction of the other provisions set forth herein that relate to, the Borrower or Operating Lessee agrees to sell any Property or any part thereof for a price to be paid in installments; (b) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s rightManager; and (h) upon compliance with the foregoing requirements in this Section 8.1(2) in connection with such Transfer, title and interest in and to any Leases or any Rents; (c) if any the Borrower, SPE Partyshall be released from its obligations under the Loan Documents arising from and after such Transfer, Operating Lesseebut such release shall not limit the obligations of the Borrower to comply with any requirements applicable to it (if any) in other capacities (including, any Guarantor or any without limitation, in capacities such as the general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer manager of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (d) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in any Borrower, SPE Party or Operating LesseeControlled Subsidiary).

Due on Sale and Encumbrance; Transfers of Interests. Without (a) Except as permitted under Article VIII hereof, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 8 (which set forth certain permitted transfers that supersede the terms of this Section 4.2.1), none of any Borrower, SPE Party, Operating Lessee or neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, SPE Party or Operating Lessee Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Property or any part thereof, or any interest, direct or indirect, in a Restricted Party, the Property or any Borrower, SPE Party or Operating Lesseepart thereof, whether voluntarily or involuntarily (each, a “Transfer”). , in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer within the meaning of this Section 4.2.1 shall include, but not be deemed to include limited to, (ai) an installment sales agreement wherein any Borrower or Operating Lessee agrees to sell any the Property or any part thereof for a price to be paid in installments; (bii) other than the Operating Leases, an agreement by any Borrower or Operating Lessee for the leasing of all or a substantial part of any the Property for any purpose other than the actual occupancy by a space tenant Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s or Operating Lessee’s right, title and interest in and to any Leases or any RentsRents (except pursuant to any of the Loan Documents); (ciii) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a corporation, the voluntary any merger, consolidation or involuntary sale, conveyance Sale or transfer Pledge of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporationtransactions; (div) if any Borrower, SPE Party, Operating Lessee, any Guarantor or any general partner, managing member or controlling shareholder of any Borrower, SPE Party, Operating Lessee or any Guarantor a Restricted Party is a limited or general partnership, joint venture any merger or limited liability company, consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member partner or the transfer Sale or Pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interests or the transfer creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any joint venturer member or memberany profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 7.3; and (eviii) any pledgeaction for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower, hypothecationGuarantors or any Person Controlled by, assignmentor under common control with any of such Persons, transfer or any of their respective officers, directors or employees pursuant to any contractual agreement or other encumbrance of any direct instrument or indirect ownership interest in any Borrowerunder applicable law (including, SPE Party or Operating Lesseewithout limitation, common law).