Common use of Permitted Equity Transfers Clause in Contracts

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty (provided that Lender shall receive written notice of such transfer within thirty (30) days following such transfer), (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (provided that Lender shall receive not less than thirty (30) days prior written notice of such transfer), (c) the sale, transfer or issuance of shares of common stock limited partnership interests in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange Clipper Realty L.P. (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters) and provided that Lender shall receive written notice of any transfer resulting in a transferee acquiring in one or a series of transfers 20% or more of the limited partnership interests in Clipper Realty L.P. within thirty (30) days following such transfer), (d) the sale, transfer or issuance of shares of common stock of Clipper Realty Inc. (provided, that, the foregoing provisions of this clause (d) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters) and provided that Lender shall receive written notice of any transfer resulting in a transferee acquiring in one or a series of transfers 20% or more of the limited partnership interests in Clipper Realty Inc. within thirty (30) days following such transfer); or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided the shares of common stock of such Restricted Party are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (e) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, that with respect to the transfers listed in clauses (a), (b), (c) and/or (bd) above, (A) Lender Clipper Realty Inc. shall receive not less than thirty (30) days prior written notice continue to be the general partner of such transfersClipper Realty L.P., provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of SponsorClipper Realty Inc., Guarantor Clipper Realty L.P., Sponsor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, Clipper Realty Inc. shall own at least a 16.5% direct or indirect equity ownership interest in Borrower; (E) after giving effect to such transfers, and in the event Borrower has entered into a Management Agreement, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (EF) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (FG) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer; and (H) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.”. EXECUTION COPY

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty (other than a transfer of the direct interests in Mortgage Borrower, Borrower, Mezzanine A Borrower, Mezzanine B Borrower or any Operating Lessee Pledgor), (bii) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than a transfer of the direct interests in Mortgage Borrower, Borrower, Mezzanine A Borrower, Mezzanine B Borrower or any Operating Lessee Pledgor), (ciii) the sale, transfer Sale or Pledge or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares (iv) the pledge of common stock are listed on any direct or indirect interests in Borrower and any Applicable SPE Component Entity in connection with the New York Stock Exchange Mezzanine Loans and the exercise of any rights or another nationally recognized stock exchange remedies that any Mezzanine Lender may have under its respective Mezzanine Loan Documents or (v) the Sale or Pledge or issuance of limited partnership interests in Northstar Healthcare Income Operating Partnership, LP or an “operating partnership” whose general partner is Northstar Realty Finance Corp. and that acquired its interest in accordance with the provisions hereof (provided, that, the foregoing provisions of this clause clauses (ci), (ii), (iii), (iv) and (v) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply with (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (ai), (ii) and/or (bv) above (but not the transfers listed in clauses (iii) and/or (iv) above, including the transfers listed in clauses (i), (ii) and/or (v) above solely to the extent that they are also transfers pursuant to clauses (iii) and/or (iv) above)), (A) except with respect to the transfers listed in clause (i) and (v) above, Lender shall receive not less than thirty fifteen (3015) days prior written notice of such transfers, provided, however, prior written notice shall not be required transfers (and with respect to transfers the transfer listed in clause (i) above, Lender shall receive notice of direct or indirect ownership interests in Sponsor which do such transfer not result in a change in Control of Sponsorless than fifteen (15) days following Borrower’s knowledge thereof); (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Guarantor, each Borrower, each Mortgage Borrower, each Mezzanine A Borrower, each Mezzanine B Borrower and any SPE Component Entity; (II) Control Borrower and any each Applicable SPE Component Entity and (IIIII) control the day-to-day operation of the PropertyControl Guarantor, each Borrower, each Mezzanine A Borrower, each Mezzanine B Borrower, each Mortgage Borrower and each Applicable SPE Component Entity; (D) after giving effect to such transfers, the each Individual Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof to the extent required pursuant to the terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of any Individual Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) if after giving effect to such transfer more than forty-nine percent (49%) in the aggregate of the direct or indirect interests in Borrower or any Applicable SPE Component Entity are owned by any Person and/or its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests in Borrower or any Applicable SPE Component Entity as of the Closing Date, Borrower shall deliver to Lender a New Non-Consolidation Opinion addressing such transfer; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (GH) after giving effect to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any Applicable SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge ; and (I) such transfers shall be permitted hereunder (and a Sponsor Level Pledge may be effected without pursuant to the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive terms of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Documents. Upon request from Lender, Borrower shall promptly provide (or cause to be provided to) Lender (y) a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3 and (z) credit searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender) with respect to any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions anything contained in this Article 6Agreement or any of the other Loan Documents, the following equity transfers any Transfer of a direct or indirect Equity Interest in Guarantor, or Transfer of any non-controlling limited partnership interests in Borrower Member, shall be permitted without Lender’s consent: (a) and the same shall not constitute a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledgeProhibited Equity Transfer), in one without the consent of Administrative Agent and without the payment of any transfer fees or a series of transactions, other amounts (except as hereinafter provided); provided that all of the stock, partnership interests or membership interests following conditions precedent have been satisfied (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice Transfer satisfying all of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in conditions precedent being a change in Control of Sponsor; “Permitted Equity Transfer”): (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (Ci) after giving effect to such transfersTransfer, Sponsor no Change of Control shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entityoccur; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (Dii) after giving effect to such transfersTransfer, Guarantor shall continue to own at least 51% of the Property direct or indirect equity interests in Borrower Member and Borrower and Guarantor shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereofgeneral partner of Borrower Member; (Eiii) in the case none of the transfer representations or covenants of Sections 7.1(n), (w) and (x) or Section 8.15 shall be violated as a result of such Transfer; and (iv) if any transferee of any direct equity ownership interests interest subject to such Transfer, that did not own twenty-five percent (25%) (or such reduced percentage as may hereafter be required by Administrative Agent due to a change in Borrower internal policies or in any SPE Component Entityapplicable Requirements of Law) or more of the indirect interests in any Borrower, shall, following such transfers Transfer, own in excess of twenty-five percent (25%) (or such reduced percentage as may hereafter be required by Administrative Agent due to a change in internal policies or in any Applicable Law) or more of the indirect ownership interests of any Borrower, each such transferee shall satisfy the following conditions precedent to such Transfer: (A) each such transferee shall not have been convicted of any crime or be conditioned upon continued compliance with the relevant provisions subject of Article 5 hereofany ongoing criminal investigation; (FB) such transfers Transfer to each such transferee shall not violate The USA Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with respect thereto or cause Administrative Agent or any Lender to be conditioned upon Borrower’s ability toin violation of the Patriot Act, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s requestwithout limitation, Borrower each such transferee shall deliver to Lender not be an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA mattersEmbargoed Person; and (GC) after giving effect each such transferee shall not have filed for bankruptcy (or other similar insolvency proceedings) within the ten (10) year period prior to such transferTransfer. A Permitted Equity Transfer shall not constitute Administrative Agent’s consent to any Change of Control or any change in management of the Property, except to the extent otherwise set forth in this Agreement. Borrower waives any defense to the Loans or the Loan Documents or the Hazardous Materials Indemnity Agreement based upon any Permitted Equity Transfer. In furtherance of the foregoing and not in limitation thereof, Borrower agrees that no Permitted Equity Transfer shall diminish or otherwise affect Borrower’s liability or obligations under the Loans, the Guarantor Control Condition shall be satisfied. Notwithstanding Loan Documents and the aboveHazardous Materials Indemnity Agreement to which it is a party, a Sponsor Level Pledge shall be permitted hereunder (or Guarantor’s liability under the Guaranty and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3Hazardous Materials Indemnity Agreement.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty (other than a transfer of the direct interests in Mortgage Borrower, Borrower, Mezzanine A Borrower, Mezzanine C Borrower or any Operating Lessee Pledgor), (bii) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than a transfer of the direct interests in Mortgage Borrower, Borrower, Mezzanine A Borrower, Mezzanine C Borrower or any Operating Lessee Pledgor), (ciii) the sale, transfer Sale or Pledge or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares (iv) the pledge of common stock are listed on any direct or indirect interests in Borrower and any Applicable SPE Component Entity in connection with the New York Stock Exchange Mezzanine Loans and the exercise of any rights or another nationally recognized stock exchange remedies that any Mezzanine Lender may have under its respective Mezzanine Loan Documents or (v) the Sale or Pledge or issuance of limited partnership interests in Northstar Healthcare Income Operating Partnership, LP or an “operating partnership” whose general partner is Northstar Realty Finance Corp. and that acquired its interest in accordance with the provisions hereof (provided, that, the foregoing provisions of this clause clauses (ci), (ii), (iii), (iv) and (v) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply with (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (ai), (ii) and/or (bv) above (but not the transfers listed in clauses (iii) and/or (iv) above, including the transfers listed in clauses (i), (ii) and/or (v) above solely to the extent that they are also transfers pursuant to clauses (iii) and/or (iv) above)), (A) except with respect to the transfers listed in clause (i) and (v) above, Lender shall receive not less than thirty fifteen (3015) days prior written notice of such transfers, provided, however, prior written notice shall not be required transfers (and with respect to transfers the transfer listed in clause (i) above, Lender shall receive notice of direct or indirect ownership interests in Sponsor which do such transfer not result in a change in Control of Sponsorless than fifteen (15) days following Borrower’s knowledge thereof); (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Guarantor, each Borrower, each Mortgage Borrower, each Mezzanine A Borrower and any SPE Component Entity; (II) Control Borrower and any each Applicable SPE Component Entity and (IIIII) control the day-to-day operation of the PropertyControl Guarantor, each Borrower, each Mezzanine A Borrower, each Mortgage Borrower and each Applicable SPE Component Entity; (D) after giving effect to such transfers, the each Individual Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof to the extent required pursuant to the terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of any Individual Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) if after giving effect to such transfer more than forty-nine percent (49%) in the aggregate of the direct or indirect interests in Borrower or any Applicable SPE Component Entity are owned by any Person and/or its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests in Borrower or any Applicable SPE Component Entity as of the Closing Date, Borrower shall deliver to Lender a New Non-Consolidation Opinion addressing such transfer; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (GH) after giving effect to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any Applicable SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge ; and (I) such transfers shall be permitted hereunder (and a Sponsor Level Pledge may be effected without pursuant to the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive terms of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Documents. Upon request from Lender, Borrower shall promptly provide (or cause to be provided to) Lender (y) a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3 and (z) credit searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender) with respect to any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, Guarantor shall own at least a 16.5% direct or indirect equity ownership interest in Borrower; (E) after giving effect to such transfers, and in the event Borrower has entered into a Management Agreement, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (EF) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (FG) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer; and (H) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause clauses (a), (b) and (c) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated (I) to the extent a Manager Trigger has occurred, Manager or a New Manager approved in accordance with the applicable terms and conditions hereofhereof or (II) to the extent that a Manager Trigger has not occurred, Borrower; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer; (I) such transfers shall be permitted pursuant to the terms of the Property Documents; and (GJ) after giving effect to such transfertransfers, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange Clipper REIT (as defined below) (provided, that, the foregoing provisions of this clause clauses (a), (b) and (c) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a), (b) and/or (bc) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required transfers (it being acknowledged that with respect to transfers any transfer contemplated by clause (c) above, no such notice shall be required if (i) the transfer shall otherwise comply with the requirements of direct this Section 6.3 (ii) the transfer does not cause any Person (or indirect ownership interests affiliated Persons) to own more than a ten (10%) interest in Sponsor which do Borrower that did not result in a change in Control of Sponsorpreviously own said interest); (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) Daxxx Xxxxxxxxx, Sax Xxxxxxxx xnd Guarantor Family Entities shall, in the aggregate, own at least a 5145% (of which 15% may be owned by Moric Bistricer) direct or indirect equity ownership interest in Berkshire Equity LLC and Berkshire Equity LLC shall own a 100% direct ownership interest in each of Borrower and any SPE Component Entity; (II) the Clipper REIT shall (x) serve as the general partner of Clipper Realty L.P., a Delaware limited partnership (the “Clipper Guarantor”), (y) Control Borrower and any SPE Component Entity and (IIIz) control the day-to-day operation of the PropertyProperty and (III) the Clipper Guarantor and the Clipper REIT shall own at least a twenty five percent (25%) direct and/or indirect interest in the Borrower; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated (I) to the extent a Manager Trigger has occurred, Manager or a New Manager approved in accordance with the applicable terms and conditions hereofhereof or (II) to the extent that a Manager Trigger has not occurred, Borrower; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer; (I) such transfers shall be permitted pursuant to the terms of the Property Documents; and (GJ) after giving effect to such transfertransfers, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, this Section 6.3), no transfer of any direct and/or indirect interest in Clipper Realty Inc., a Maryland corporation (the “Clipper REIT”) held by Daxxx Xxxxxxxxx, Sax Xxxxxxxx, members of the Bistricer Family Group and/or the Lexxxxxx Xamily Group (other than transfers of said interests to Guarantor Family Entities) shall be permitted until the Loan is indefeasibly paid in full in accordance with the terms hereof.”

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty (other than a transfer of the direct interests in Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower or any Operating Lessee Pledgor), (bii) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than a transfer of the direct interests in Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower or any Operating Lessee Pledgor), (ciii) the sale, transfer Sale or Pledge or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares (iv) the pledge of common stock are listed on any direct or indirect interests in Borrower and any SPE Component Entity in connection with the New York Stock Exchange Mezzanine Loans and the exercise of any rights or another nationally recognized stock exchange remedies that any Mezzanine Lender may have under its respective Mezzanine Loan Documents or (v) the Sale or Pledge or issuance of limited partnership interests in Northstar Healthcare Income Operating Partnership, LP or an “operating partnership” whose general partner is Northstar Realty Finance Corp. and that acquired its interest in accordance with the provisions hereof (provided, that, the foregoing provisions of this clause clauses (ci), (ii), (iii), (iv) and (v) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply with (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (ai), (ii) and/or (bv) above (but not the transfers listed in clauses (iii) and/or (iv) above, including the transfers listed in clauses (i), (ii) and/or (v) above solely to the extent that they are also transfers pursuant to clauses (iii) and/or (iv) above), (A) except with respect to the transfers listed in clause (i) and (v) above, Lender shall receive not less than thirty fifteen (3015) days prior written notice of such transfers, provided, however, prior written notice shall not be required transfers (and with respect to transfers the transfer listed in clause (i) above, Lender shall receive notice of direct or indirect ownership interests in Sponsor which do such transfer not result in a change in Control of Sponsorless than fifteen (15) days following Borrower’s knowledge thereof); (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Guarantor, each Borrower and any SPE Component Entity; (II) Control Borrower and any each SPE Component Entity and (IIIII) control the day-to-day operation of the PropertyControl Guarantor, each Borrower and each SPE Component Entity; (D) after giving effect to such transfers, the each Individual Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof to the extent required pursuant to the terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of any Individual Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) if after giving effect to such transfer more than forty-nine percent (49%) in the aggregate of the direct or indirect interests in Borrower or any SPE Component Entity are owned by any Person and/or its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests in Borrower or any SPE Component Entity as of the Closing Date, Borrower shall deliver to Lender a New Non-Consolidation Opinion addressing such transfer; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (GH) after giving effect to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge ; and (I) such transfers shall be permitted hereunder (and a Sponsor Level Pledge may be effected without pursuant to the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive terms of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Documents. Upon request from Lender, Borrower shall promptly provide Lender (y) a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3 and (z) credit searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender) with respect to any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty (other than a transfer of the direct interests in Mortgage Borrower, Borrower, Mezzanine B Borrower, Mezzanine C Borrower or any Operating Lessee Pledgor), (bii) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than a transfer of the direct interests in Mortgage Borrower, Borrower, Mezzanine B Borrower, Mezzanine C Borrower or any Operating Lessee Pledgor), (ciii) the sale, transfer Sale or Pledge or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares (iv) the pledge of common stock are listed on any direct or indirect interests in Borrower and any SPE Component Entity (as defined herein or in the New York Stock Exchange Mortgage Loan Agreement) in connection with the Mezzanine Loans and the exercise of any rights or another nationally recognized stock exchange remedies that any Mezzanine Lender may have under its respective Mezzanine Loan Documents or (v) the Sale or Pledge or issuance of limited partnership interests in Northstar Healthcare Income Operating Partnership, LP or an “operating partnership” whose general partner is Northstar Realty Finance Corp. and that acquired its interest in accordance with the provisions hereof (provided, that, the foregoing provisions of this clause clauses (ci), (ii), (iii), (iv) and (v) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply with (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (ai), (ii) and/or (bv) above (but not the transfers listed in clauses (iii) and/or (iv) above, including the transfers listed in clauses (i), (ii) and/or (v) above solely to the extent that they are also transfers pursuant to clauses (iii) and/or (iv) above)), (A) except with respect to the transfers listed in clause (i) and (v) above, Lender shall receive not less than thirty fifteen (3015) days prior written notice of such transfers, provided, however, prior written notice shall not be required transfers (and with respect to transfers the transfer listed in clause (i) above, Lender shall receive notice of direct or indirect ownership interests in Sponsor which do such transfer not result in a change in Control of Sponsorless than fifteen (15) days following Borrower’s knowledge thereof); (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower Guarantor, each Borrower, each Mortgage Borrower, and any each SPE Component Entity; Entity (as defined herein or in the Mortgage Loan Agreement) and (II) Control Guarantor, each Borrower, each Mortgage Borrower and any each SPE Component Entity and (III) control as defined herein or in the day-to-day operation of the PropertyMortgage Loan Agreement); (D) after giving effect to such transfers, the each Individual Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof to the extent required pursuant to the terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of any Individual Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) if after giving effect to such transfer more than forty-nine percent (49%) in the aggregate of the direct or indirect interests in Borrower or any SPE Component Entity (as defined herein or in the Mortgage Loan Agreement) are owned by any Person and/or its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests in Borrower or any SPE Component Entity (as defined herein or in the Mortgage Loan Agreement) as of the Closing Date, Borrower shall deliver to Lender a New Non-Consolidation Opinion addressing such transfer; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (GH) after giving effect to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any SPE Component Entity (as defined herein or in the Mortgage Loan Agreement), Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge ; and (I) such transfers shall be permitted hereunder (and a Sponsor Level Pledge may be effected without pursuant to the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive terms of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Documents. Upon request from Lender, Borrower shall promptly provide (or cause to be provided to) Lender (y) a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3 and (z) credit searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender) with respect to any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding anything to the restrictions contrary contained in this Article 68, the following equity transfers shall not be Prohibited Transfers and shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledgepledge (other than a Parent Level Pledge)) or Parent Level Pledge, in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or Party, (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange exchange, (provided, that, d) in addition to the foregoing provisions of this transfers permitted by clause (cb), any other transaction involving the direct and/or indirect equity interests in a Restricted Party (other than a pledge) shall not be deemed to waive, qualify or that would otherwise limit Borrower’s obligation to comply (or to cause fit within the compliance with) the other covenants set forth herein and in the other Loan Documents definition of Prohibited Transfer (including, without limitation, a transaction of the covenants contained herein relating to ERISA matterstype described in clauses (iii), (v), (vi) or (vii) of Section 8.2(b) hereof) constituting a transfer of less than 10% of the direct and/or indirect equity ownership of any Borrower, Master Lessee (if the Master Lease Termination shall not have occurred), Guarantor, Sponsor any SPE Component Entity and/or Affiliated Manager and (e) the 1031 Equity Transfer; provided, further, thathowever, with respect to the transfers listed in clauses (a) and/or ), (b), (d) or (e) above, (A) Lender shall receive not less than thirty five (305) days prior written notice of such transfersthereof, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor Sponsor or Affiliated Manager (provided, however, a “change in Control” of Sponsor or Affiliated Manager shall not be deemed to have occurred for the purposes of this subsection (B) if any one of the persons or entities comprising the definition of “Sponsor” contained herein succeeds to the interest of the then current Sponsor and such successor Sponsor Controls the Affiliated Manager; ), (C) after giving effect to such transfers, Sponsor shall any one of the entities comprising the defined term “Sponsor” shall, subject to subsection (H) below, (I) either (aa) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; Borrower, Master Lessee (IIif the Master Lease Termination has not occurred) Control Borrower and any SPE Component Entity (it being understood that the requirement in this clause (aa) shall be deemed satisfied if such ownership is achieved by the end of the Sponsor Cure Period (defined below)), or (bb) own at least a (1) 1% direct or indirect equity interest in Venture and any SPE Component Entity applicable to Venture and GE Sponsor shall own at least a 50% direct or indirect equity interest in each of Venture and any SPE Component Entity applicable to Venture and (2) 51% direct or indirect equity interest in Firehill, any SPE Component Entity applicable to Firehill and Master Lessee (if the Master Lease Termination has not occurred), (II) Control each Borrower, Master Lessee (if the Master Lease Termination has not occurred) and each SPE Component Entity (if any) and (III) control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; Qualified Manager, (E) in the case of the transfer of any direct or indirect equity ownership interests in Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 Sections 4.2 and 4.3 hereof; , (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer (in one or in a series of transactions) in excess of 49% (in the aggregate) of any equity ownership interests (I) directly in Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, or (II) in any Restricted Party (other than any Restricted Party owning equity interest above the level of GE Sponsor) whose sole asset is a direct or indirect equity ownership interest in Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, such transfers shall be conditioned upon Borrower’s ability todelivery to Lender of a substantive non-consolidation opinion, after giving effect which such opinion shall be provided by outside counsel acceptable to Lender and the Rating Agencies and shall otherwise be in form, scope and substance reasonably acceptable to Lender and acceptable to the equity transfer in question Rating Agencies (I) remake such opinion, the representations contained herein relating to ERISA matters (and“New Non-Consolidation Opinion”), upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect if consummated prior to the Permitted Annex Termination, such transfertransfers shall not trigger any right of first refusal, option to purchase or default under the Guarantor Control Condition shall be satisfied. Notwithstanding the aboveAnnex Sublease, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of LenderH) so long as any transfers made in connection therewith with any transfer of any direct or indirect interest in any Borrower, Master Lessee (exclusive of if the actual grant of the Master Lease Termination has not occurred) and/or any SPE Component Entity to GE Sponsor, (1) GE Sponsor Level Pledgeshall hold such interest indirectly through GE Subsidiary and (2) comply with all other applicable provisions hereof (includingBorrower shall, without limitation at Lender’s option and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.first such

Permitted Equity Transfers. Notwithstanding anything to the restrictions contrary contained in this Article 68, the following equity transfers shall not be Prohibited Transfers and shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by (i) devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty or (ii) voluntary act as part of an estate planning process, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (c) in addition to the transfers permitted by clause (b), any other transaction involving the direct and/or indirect equity interests in a Restricted Party (other than a pledge) that would fit within the definition of Prohibited Transfer (including, without limitation, a transaction of the type described in clauses (iv), (vi), (vii) or (cviii) of Section 8.2(b) hereof) constituting a transfer of less than 49% of the direct and/or indirect equity ownership of any Borrower, Guarantor, Sponsor any SPE Component Entity and/or Affiliated Manager and (d) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters))exchange; provided, further, that, with respect to the transfers listed in clauses (a) and/or ), (b) or (c) above, each of the following are complied with in connection with any such transfer: (A) Lender shall receive not less than thirty five (305) days prior written notice of such transfersthereof, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor Sponsor or Affiliated Manager (provided, however, a “change in Control” of Sponsor or Affiliated Manager shall not be deemed to have occurred for the purposes of this subsection (B) if any one of the entities meeting the definition of “Sponsor” contained herein succeeds to the interest of the then current Sponsor and such successor Sponsor Controls the Affiliated Manager; ), (C) after giving effect to any such transferstransfer, Sponsor one of the entities meeting the definition of “Sponsor” contained herein shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) and any SPE Component Entity; , (II) Control Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) and any SPE Component Entity and (III) control the day-to-day operation of the Property; , (D) after giving effect to any such transferstransfer, the Property (including, without limitation, the parking related activities at the Property) shall continue to be managed by Affiliated Manager and Parking Manager (as applicable) or a New Manager approved in accordance with the applicable terms and conditions hereof; Qualified Manager, (E) in the case of the transfer of any direct or indirect equity ownership interests in Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; Sections 4.2, 4.3 and 5.9 hereof shall continue to be complied with after giving effect to such transfers, (F) in the case of (1) the transfer of the management or parking management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer (in one or in a series of transactions) in excess of 49% (in the aggregate) of any equity ownership interests (I) directly in Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, Lender shall receive a substantive non-consolidation opinion, which such opinion shall be provided by outside counsel acceptable to Lender and the Rating Agencies and shall otherwise be in form, scope and substance reasonably acceptable to Lender and acceptable to the Rating Agencies (such opinion, the “New Non-Consolidation Opinion”) addressing the relevant transfer, (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) not cause a Property Document Event and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (GH) after giving effect to any such transfer, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.38.4.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (bii) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or Party, (ciii) the sale, transfer or issuance of shares of common stock in any Restricted Party that is or becomes a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (ciii) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), or (iv) subject to Subsection (b) below, a transfer (but not the pledge) of direct or indirect equity ownership interests in Sponsor (each, an “ARC III Transfer”); provided, further, that, with respect to the transfers listed in clauses (ai), (ii) and/or (biv) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, providedexcept in connection with any transfer of shares in the REIT (defined below) in connection with the REIT’s redemption program for which reporting is completed as required pursuant to applicable securities laws, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) subject to Subsection (b) below, no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) directly or indirectly Control Borrower and any SPE Component Entity Entity; and (III) directly or indirectly control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any direct or indirect equity ownership interests in any Restricted Party that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, provided that the same was not previously delivered pursuant to Section 4.21 hereof, (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA ERISA, OFAC, and Patriot Act matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA OFAC and Patriot Act matters; , and (GIT) after giving effect to such transfer, the Guarantor Control Condition transfers shall be satisfied. Notwithstanding the above, not cause a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Document Event. Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (bii) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or Party, (ciii) the sale, transfer or issuance of shares of common stock in any Restricted Party that is or becomes a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (ciii) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), or (iv) subject to Subsection (b) below, a transfer (but not the pledge) of direct or indirect equity ownership interests in Sponsor (each, an “ARC III Transfer”); provided, further, that, with respect to the transfers listed in clauses (ai), (ii) and/or (biv) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, providedexcept in connection with any transfer of shares in the REIT (defined below) in connection with the REIT’s redemption program for which reporting is completed as required pursuant to applicable securities laws, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) subject to Subsection (b) below, no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) directly or indirectly Control Borrower and any SPE Component Entity Entity; and (III) directly or indirectly control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any direct or indirect equity ownership interests in any Restricted Party that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, provided that the same was not previously delivered pursuant to Section 4.21 hereof, (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA ERISA, OFAC, and Patriot Act matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA OFAC and Patriot Act matters; , and (GH) after giving effect to such transfer, the Guarantor Control Condition transfers shall be satisfied. Notwithstanding the above, not cause a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Document Event. Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty (other than a transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine A Borrower or any Xxxxxx Intermediate Entity), (bii) the (1) transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine A Borrower or any Xxxxxx Intermediate Entity) or (c2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine A Borrower or any Xxxxxx Intermediate Entity), or (iii) the sale, transfer transfer, pledge or issuance of shares of common stock or securities convertible into or exchangeable for shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause clauses (ci), (ii) and (iii) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (ai) and/or (bii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Sponsor, Guarantor or Affiliated ManagerManager (provided that a change in the board of Guarantor shall not constitute a violation of this clause (B)); (C) after giving effect to such transferssale, Sponsor transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and Borrower, Mezzanine A Borrower, any SPE Component EntityEntity (as defined herein, in the Mezzanine A Loan Agreement and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower and Borrower, Mezzanine A Borrower, any SPE Component Entity (as defined herein, in the Mezzanine A Loan Agreement and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation of the PropertyProperties; (D) after giving effect to such transferssale, transfer, issuance or pledge, as applicable, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower such sale, transfer, issuance or in any SPE Component Entitypledge, such transfers as applicable, shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or if after giving effect to such transfers sale, transfer, issuance or pledge, as applicable, more than forty-nine percent (49%) in the aggregate of the direct or indirect interests in Borrower or any SPE Component Entity are owned by any Person and/or its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests in Borrower or any SPE Component Entity as of the Closing Date, Borrower shall deliver to Lender a New Non-Consolidation Opinion addressing such sale, transfer, issuance or pledge; (G) such sale, transfer, issuance or pledge, as applicable, shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) to the extent that any sale, transfer, issuance or pledge, as applicable, results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer; (I) such sale, transfer, issuance or pledge, as applicable, shall be permitted pursuant to the terms of the Property Documents; and (GJ) after giving effect to such sale, transfer, issuance or pledge, as applicable, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide (or cause to be provided to) Lender a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding anything to the restrictions contrary contained in this Article 68, the following equity transfers shall not be Prohibited Transfers and shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (c) in addition to the transfers permitted by clause (b), any other transaction involving the direct and/or indirect equity interests in a Restricted Party (other than a pledge) that would fit within the definition of Prohibited Transfer (including, without limitation, a transaction of the type described in clauses (iv), (vi), (vii) or (cviii) of Section 8.2(b) hereof) constituting a transfer of less than 10% of the direct and/or indirect equity ownership of any Borrower, Guarantor, Sponsor any SPE Component Entity and/or Affiliated Manager and (d) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters))exchange; provided, further, that, with respect to the transfers listed in clauses (a) and/or ), (b) or (c) above, each of the following are complied with in connection with any such transfer: (A) Lender shall receive not less than thirty five (305) days prior written notice of such transfersthereof, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor Sponsor or Affiliated Manager (provided, however, a “change in Control” of Sponsor or Affiliated Manager shall not be deemed to have occurred for the purposes of this subsection (B) if any one of the entities meeting the definition of “Sponsor” contained herein succeeds to the interest of the then current Sponsor and such successor Sponsor Controls the Affiliated Manager; ), (C) after giving effect to any such transferstransfer, Sponsor one of the entities meeting the definition of “Sponsor” contained herein shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) and any SPE Component Entity; , (II) Control Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) and any SPE Component Entity and (III) control the day-to-day operation of the Property; , (D) after giving effect to any such transferstransfer, the Property (including, without limitation, the parking related activities thereon) shall continue to be managed by Affiliated Manager and Parking Manager (as applicable) or a New Manager approved in accordance with the applicable terms and conditions hereof; Qualified Manager, (E) in the case of the transfer of any direct or indirect equity ownership interests in Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; Sections 4.2, 4.3 and 5.9 hereof shall continue to be complied with after giving effect to such transfers, (F) in the case of (1) the transfer of the management or parking management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer (in one or in a series of transactions) in excess of 49% (in the aggregate) of any equity ownership interests (I) directly in Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, Lender shall receive a substantive non-consolidation opinion, which such opinion shall be provided by outside counsel acceptable to Lender and the Rating Agencies and shall otherwise be in form, scope and substance reasonably acceptable to Lender and acceptable to the Rating Agencies (such opinion, the “New Non-Consolidation Opinion”) addressing the relevant transfer, (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) not cause a Property Document Event and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (GH) after giving effect to any such transfer, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is Clipper Realty Inc., a publicly traded entity, provided such shares of common stock are listed on Maryland corporation (the New York Stock Exchange or another nationally recognized stock exchange “Clipper REIT”) (provided, that, the foregoing provisions of this clause clauses (a), (b) and (c) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA and FIRRMA matters)); provided, further, that, with respect to the transfers listed in clauses (a), (b) and/or (bc) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required transfers (it being acknowledged that with respect to transfers any transfer contemplated by clause (c) above, no such notice shall be required if (i) the transfer shall otherwise comply with the requirements of direct this Section 6.3 (ii) the transfer does not cause any Person (or indirect ownership interests affiliated Persons) to own more than a ten (10%) interest in Sponsor which do Borrower that did not result in a change in Control of Sponsorpreviously own said interest); (B) no such transfers shall result in a change in Control of SponsorGuarantor or, Guarantor or to the extent applicable, any Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) Xxxxx Xxxxxxxxx, Xxx Xxxxxxxx and Sponsor Family Entities shall, in the aggregate, own at least a 5145% (of which 15% may be owned by Xxxxx Xxxxxxxxx) direct or indirect equity ownership interest in Berkshire Equity LLC and Berkshire Equity LLC shall own a 100% direct ownership interest in each of Borrower and any SPE Component Entity; (II) the Clipper REIT shall (x) serve as the general partner of Clipper Realty L.P., a Delaware limited partnership (the “Clipper REIT OP”), (y) Control Borrower and any SPE Component Entity and (IIIz) control the day-to-day operation of the PropertyProperty and (III) the Clipper REIT OP and the Clipper REIT shall own at least a twenty five percent (25%) direct and/or indirect interest in the Borrower; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated (I) to the extent a Manager Trigger has occurred, Manager or a New Manager approved in accordance with the applicable terms and conditions hereofhereof or (II) to the extent that a Manager Trigger has not occurred, Borrower; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity or (III) that results in any Person (together with its Affiliates) obtaining a direct and/or indirect interest in Borrower and any SPE Component Entity equal to or greater than 49% that didn’t hold said interest prior to the applicable Transfer, such transfers shall be conditioned upon delivery to Lender of a New Non- Consolidation Opinion addressing such transfer; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA and FIRRMA matters (and, upon LenderXxxxxx’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA and FIRRMA matters; and (GH) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer; (I) such transfers shall be permitted pursuant to the terms of the Property Documents; (J) after giving effect to such transfertransfers, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding ; (K) Clipper REIT shall continue to satisfy the above, Eligibility Requirements until the Loan is indefeasible paid in full; and (L) at no time shall any Person serve on the REIT Board to the extent such Person is either (i) a Sponsor Level Pledge shall be permitted hereunder Sanctioned Person and/or (and a Sponsor Level Pledge may be effected without ii) not reputable or experienced in commercial real estate transactions similar involving properties similar to the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property. Upon request from LenderXxxxxx, Borrower shall promptly provide Lender with (y) a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.36.3 and (z) “know your client” searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender) with respect to any transfer to which this Article applies (provided, that, notwithstanding the foregoing provisions of this Section, satisfaction of this subsection (z) shall, at Xxxxxx’s option, be a condition precedent to any such transfer).

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6IX, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA mattersProvisions)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A1) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B2) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C3) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component EntityPrincipal; (II) Control Borrower and any SPE Component Entity Principal and (III) control the day-to-day operation of the Property; (D4) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E5) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component EntityPrincipal, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereofSPE Provisions; and (F6) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to contained in the ERISA matters Provisions (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Provisions. Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.39.2.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s 's consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge, except the pledge by a non-controlling equity holder of its publicly traded interests in Xxxxxxx Real Estate Investment Trust, Inc., so long as such interests do not equal or exceed 10% of Guarantor, Xxxxxxx Real Estate Investment Trust, Inc. or Borrower), in one or a series of LOAN AGREEMENT – Page 69 41458-110/JANAF Shopping Yard (VA) transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or its Constituent Owners (including, without limitation, any such transfer related to or in connection with the estate planning of such transferor), (c) the sale, transfer or issuance of shares of common non-controlling stock in any Restricted Party that is a publicly traded entity, provided such shares of common non-controlling stock are listed on the New York Stock Exchange Exchange, NASDAQ or another nationally recognized stock exchange exchange, or (d) the REIT Transfers (provided, that, the foregoing provisions of this clause clauses (a), (b), (c) and (d) above shall not be deemed to waive, qualify or otherwise limit Borrower’s 's obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA and FIRRMA matters)); provided, further, that, that (A) with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, transfers (provided, howeverthat, prior written notice shall not be required for purposes of clarification, with respect to the transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required thirty (30) days prior to the consummation of direct the applicable transfers made as a result of probate or indirect ownership interests in Sponsor which do not result in a change in Control similar process following such death (as opposed to prior notice of Sponsorthe applicable death)); (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, (2) the addition and/or replacement of a Guarantor and/or Sponsor in accordance with the applicable terms and conditions hereof and of the Guaranty or (3) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement; and (G) such transfers shall be conditioned upon Borrower’s 's ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA and FIRRMA matters (and, upon Lender’s 's request, Borrower shall deliver to Lender an Officer’s 's Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA and FIRRMA matters; and (GH) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge transfers shall be permitted hereunder (and a Sponsor Level Pledge may be effected without pursuant to the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive terms of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Documents. Upon request from Lender, Borrower shall promptly provide Lender with (y) a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.36.3 and (z) "know your client" searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender) with respect to any transferee (I) that has any direct and/or indirect Control rights with respect to Borrower, any SPE Component Entity, and/or any Guarantor and did not possess said Control rights prior to the applicable transfer or (II) owning (when aggregated with all Affiliates of said Person) ten percent (10%) or more of the direct and/or indirect interests in Borrower, any SPE LOAN AGREEMENT – Page 70 41458-110/JANAF Shopping Yard (VA) Component Entity and/or any Guarantor and who did not own said ten percent (10%) direct or indirect interest prior to such transfer (provided, that, notwithstanding the foregoing provisions of this Section, satisfaction of this subsection (z) shall, at Lender's option, be a condition precedent to any such transfer).

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is Clipper Realty Inc., a publicly traded entity, provided such shares of common stock are listed on Maryland corporation (the New York Stock Exchange or another nationally recognized stock exchange “Clipper REIT”) (provided, that, the foregoing provisions of this clause clauses (a), (b) and (c) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA and FIRRMA matters)); provided, further, that, with respect to the transfers listed in clauses (a), (b) and/or (bc) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required transfers (it being acknowledged that with respect to transfers any transfer contemplated by clause (c) above, no such notice shall be required if (i) the transfer shall otherwise comply with the requirements of direct this Section 6.3 (ii) the transfer does not cause any Person (or indirect ownership interests affiliated Persons) to own more than a ten (10%) interest in Sponsor which do Borrower that did not result in a change in Control of Sponsorpreviously own said interest); (B) no such transfers shall result in a change in Control of SponsorGuarantor or, Guarantor or to the extent applicable, any Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) Xxxxx Xxxxxxxxx, Xxx Xxxxxxxx and Sponsor Family Entities shall, in the aggregate, own at least a 5145% (of which 15% may be owned by Moric Bistricer) direct or indirect equity ownership interest in Berkshire Equity LLC and Berkshire Equity LLC shall own a 100% direct ownership interest in each of Borrower and any SPE Component Entity; (II) the Clipper REIT shall (x) serve as the general partner of Clipper Realty L.P., a Delaware limited partnership (the “Clipper REIT OP”), (y) Control Borrower and any SPE Component Entity and (IIIz) control the day-to-day operation of the PropertyProperty and (III) the Clipper REIT OP and the Clipper REIT shall own at least a twenty five percent (25%) direct and/or indirect interest in the Borrower; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated (I) to the extent a Manager Trigger has occurred, Manager or a New Manager approved in accordance with the applicable terms and conditions hereofhereof or (II) to the extent that a Manager Trigger has not occurred, Borrower; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA and FIRRMA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA and FIRRMA matters; and (GH) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower or in any SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer; (I) such transfers shall be permitted pursuant to the terms of the Property Documents; (J) after giving effect to such transfertransfers, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding ; (K) Clipper REIT shall continue to satisfy the above, Eligibility Requirements until the Loan is indefeasible paid in full; and (L) at no time shall any Person serve on the REIT Board to the extent such Person is either (i) a Sponsor Level Pledge shall be permitted hereunder Sanctioned Person and/or (and a Sponsor Level Pledge may be effected without ii) not reputable or experienced in commercial real estate transactions similar involving properties similar to the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property. Upon request from Lender, Borrower shall promptly provide Lender with (y) a revised version of the organizational chart Organizational Chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.36.3 and (z) “know your client” searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender) with respect to any transfer to which this Article applies (provided, that, notwithstanding the foregoing provisions of this Section, satisfaction of this subsection (z) shall, at Lender’s option, be a condition precedent to any such transfer).

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6foregoing, none of the following equity transfers Transfers shall be permitted without Lender’s consentdeemed to be a Prohibited Equity Transfer: (ai) a transfer Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both trustor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust; (but not ii) a pledge) Transfer by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but Party where such Transfer does not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) result in a Restricted Party or Default under this Agreement, and (ciii) the sale, transfer or issuance a Transfer of shares of common stock any preferred share in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange Xxxx Parent (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect such preferred shares only represent on the date hereof a 0.02% ownership interests interest in Sponsor which do not result in a change in Control of SponsorXxxx Parent); (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) provided that after giving effect to such transfersany transfers in Xxxx Parent permitted under this Agreement: (x) the Xxxx Parent continues to own 100% of the interests in each of the other Borrowers and (y) a majority of the equity interests in Xxxx Parent continue to be indirectly owned by Guarantor and Xxxx Parent remains 100% under the Control of Guarantor or an Affiliate of Guarantor. In addition, Sponsor notwithstanding any provision in this Agreement to the contrary, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer: the issuance, redemption, sale, exchange, mortgage, pledge, hypothecation, assignment, encumbrance, conveyance, transfer or other disposition (Ieach, an “HHC Share Transfer”) own at least of the equity interests (the “HHC Shares”) in Guarantor so long as the HHC Share Transfer does not result in or cause a 51% Change of Control (as hereinafter defined) of Guarantor. For purposes of this Section, a “Change of Control” shall occur pursuant to Schedule 13.2 attached hereto. In addition, notwithstanding any provision to the contrary, each of Guarantor, The Xxxxxx Research and Development Corporation, a Maryland corporation and The Xxxxxx Corporation, a Delaware corporation may pledge, hypothecate and encumber its assets as each may determine. In no event shall any transferees be a Sanctioned Person. Prohibited Equity Transfers do not include issuance, redemptions, sales, conveyances, exchanges, mortgages, pledges, hypothecations, assignments, encumbrances, conveyances, transfers or other dispositions in Persons having a direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3Guarantor.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 68, the following equity transfers shall not be Prohibited Transfers and shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (including, without limitation, transfers for estate planning purposes), (c) the sale, transfer (including a pledge) or issuance of shares of common stock or preferred stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock or preferred stock are listed on the New York Stock Exchange Exchange, The Nasdaq Stock Market or another nationally recognized stock exchange (such entity, a “Publicly Traded Restricted Party”) (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)) and (d) the issuance, sale, conveyance, transfer, redemption, disposition or other voluntary or involuntary sale, conveyance, pledge, mortgage, grant, bargain, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of any shares of capital stock or other equity interests in Guarantor or Sponsor, including without limitation preferred stock, other capital stock or equity interests, or any obligations convertible into or exchangeable for, or giving any person a right, option or warrant to acquire, such capital stock or equity interests or such convertible or exchangeable obligations), provided such transfer does not result in a change in Control in Guarantor or Sponsor; provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) (x) Lender shall receive written notice of any transfers pursuant to clause (a) above within ten (10) days of such transfer and (y) Lender shall receive not less than thirty (30) days prior written notice of such transferstransfers in connection with any transfer pursuant to clause (b) above, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity Entity; and (III) control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 6 hereof; , and (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question question, (I) remake the representations contained herein relating to ERISA ERISA, OFAC, Anti-Corruption Laws, AML Law, DPA, and CFIUS matters (and, except pursuant to clause (c) or (d), upon Lender’s request, Borrower shall deliver to Lender (x) an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer and (y) searches, acceptable to Lender, for any Person owning, directly or indirectly, 10% or more of the interests in Borrower as a result of such transfer) and (II) continue to comply with the covenants contained herein relating to ERISA ERISA, OFAC, Anti-Corruption Laws, AML Law, DPA, and CFIUS matters; and , (GH) after giving effect to no such transfer, the Guarantor Control Condition transfers shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent result in any Crowdfunded Person owning any direct or approval of Lender) so long as indirect interest in Borrower or any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)SPE Component Entity. Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer (excluding pursuant to clause (c) or (d)) consummated in accordance with this Section 6.38.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6foregoing, none of the following equity transfers Transfers shall be permitted without Lender’s consentdeemed to be a Prohibited Equity Transfer: (ai) a transfer Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both trustor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust; (but not ii) a pledge) Transfer by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty where such Transfer does not result in a Default under this Agreement; or (iii) transfers of interests in Parent, provided that after giving effect to such transfers in Parent, (bx) the Parent continues to own 100% of the interests in each of the other Borrowers and (y) a majority of the equity interests in Parent continue to be indirectly owned by Guarantor and Parent remains 100% under the Control of Guarantor or an Affiliate of Guarantor. In addition, notwithstanding any provision in this Agreement to the contrary, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer: the issuance, redemption, sale, exchange, mortgage, pledge, hypothecation, assignment, encumbrance, conveyance, transfer or issuance other disposition (but each, an “HHC Share Transfer”) of the equity interests (the “HHC Shares”) in Guarantor (or a successor by a merger pursuant to a Plan Sponsor Acquisition as hereinafter defined) so long as the HHC Share Transfer does not result in or cause a Change of Control (as hereinafter defined) of Guarantor (or a successor by a merger pursuant to a Plan Sponsor Acquisition). For purposes of this Section, a “Change of Control” shall occur when: (i) one Person (hereinafter defined) or group of affiliated Persons acquires more than 33% of the pledge), HHC Shares in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers that the acquisition by a Plan Sponsor (as hereinafter defined) of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51more than 33% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager HHC Shares in one or a New Manager approved in accordance with the applicable terms and conditions hereof; serious of transactions (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a “Plan Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.52

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consentconsent and without the payment of any fee (each, a “Permitted Equity Transfer”) provided no Event of Default is continuing at the time of such Permitted Equity Transfer: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or any member, partner or shareholder of a Restricted Party for estate planning purposes, (c) the sale, transfer Sale or issuance Pledge in the ordinary course of business of shares of common stock in -63- any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange exchange, (d) the sale, transfer or issuance of stock or other equity interest in a Restricted Party or any member, partner or shareholder of a Restricted Party to third party investors through licensed U.S. broker-dealers in accordance with Applicable Law (provided, that, the foregoing provisions of this clause clauses (c) and (d) shall not be deemed to waive, qualify or otherwise limit such Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); and (e) the transfer of all or substantially all of the stock in GRT in connection with the purchase thereof by a Qualified Equity Holder provided, further, that, with respect to the transfers listed in clauses (a) and/or ), (b) and or (e) above, (A) (1) Lender shall receive written notice of any transfers pursuant to clause (a) above within ten (10) Business Days of such transfer and (2) Lender shall receive not less than thirty (30) days prior written notice of such transferstransfers in connection with any transfer pursuant to clause (b) above, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transferstransfers (1) no more than forty-nine percent (49%), Sponsor shall (I) own at least in the aggregate, in one or a 51% series of transfers of the direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control either Borrower and any SPE Component Entity has been transferred is and (III2) control there shall be no change in Control of either Borrower, any SPE Component Entity or the day-to-day operation of the Property; Property from that which exists on the date hereof, (DC) after giving effect to such transfers, the Property shall continue to be managed by an Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (ED) in the case of the transfer of any direct equity ownership interests in either Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (E) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any direct or indirect equity ownership interests in any Restricted Party that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in either Borrower or in any SPE Component Entity that did not own the same on the date hereof or at the time of the delivery of any New Non-Consolidation Opinion prior to such transfer, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, (F) such transfers shall be conditioned upon either Borrower’s ability to, after giving effect to the equity transfer in question (I1) remake the representations contained herein relating to ERISA ERISA, OFAC and Patriot Act matters (and, upon Lender’s request, each Borrower shall deliver to Lender (x) an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer and (y) Patriot Act searches, bankruptcy searches, criminal background searches and such other searches which are customarily obtained by commercial mortgage lenders or required by applicable laws, rules and regulations applicable to Lender, acceptable to Lender, for any Person owning, directly or indirectly, twenty percent (20%) or more of the interests in the each Borrower as a result of such transfer) and (II2) continue to comply with the covenants contained herein relating to ERISA matters; OFAC and Patriot Act matters and (G) after giving effect to such transfer, transfers are permitted under the Guarantor Control Condition shall be satisfied. Notwithstanding Ground Lease and the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Redevelopment Documents. Upon request from Lender, Borrower Borrowers shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding anything to the restrictions contrary contained in this Article 68, the following equity transfers shall not be Prohibited Transfers and shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (c) in addition to the transfers permitted by clause (b), any other transaction involving the direct and/or indirect equity interests in a Restricted Party (other than a pledge) that would fit within the definition of Prohibited Transfer (including, without limitation, a transaction of the type described in clauses (iv), (vi), (vii) or (cviii) of Section 8.2(b) hereof) constituting a transfer of less than 10% of the direct and/or indirect equity ownership of any Borrower, Guarantor, Sponsor any SPE Component Entity and/or Affiliated Manager and (d) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters))exchange; provided, further, that, with respect to the transfers listed in clauses (a) and/or ), (b) or (c) above, each of the following are complied with in connection with any such transfer: (A) Lender shall receive not less than thirty five (305) days prior written notice of such transfersthereof, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor Sponsor or Affiliated Manager (provided, however, a “change in Control” of Sponsor or Affiliated Manager shall not be deemed to have occurred for the purposes of this subsection (B) if any one of the persons or entities comprising the definition of “Sponsor” contained herein succeeds to the interest of the then current Sponsor and such successor Sponsor Controls the Affiliated Manager; ), (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; , (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; Qualified Manager, (E) in the case of the transfer of any direct or indirect equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers Sections 4.2, 4.3 and 5.9 hereof shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply be complied with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfertransfers, (F) in the Guarantor Control Condition shall be satisfied. Notwithstanding case of (1) the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive transfer of the actual grant management of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender Property to a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated new Affiliated Manager in accordance with this Section 6.3the applicable terms and conditions hereof, or (2) the transfer (in one or in a series of transactions) in excess of 49% (in the aggregate) of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, Lender shall receive a substantive non-consolidation opinion, which such opinion shall be provided by outside counsel acceptable to Lender and the Rating Agencies and shall otherwise be in form, scope and substance reasonably acceptable to Lender and acceptable to the Rating Agencies (such opinion, the “New Non-Consolidation Opinion”) addressing the relevant transfer and (G) such transfers shall not cause a Property Document Event.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests, membership interests or membership interests other securities (as the case may be) in a Restricted Party or (including, without limitation, transfers for estate planning purposes), (c) the sale, transfer or issuance of shares of common stock or other securities in any Restricted Party that is a publicly traded entity, provided such the shares of common stock of such entity are listed on the New York Stock Exchange or another nationally recognized stock exchange exchange, (d) the sale, transfer or issuance of stock or other securities in any Restricted Party that is a publicly registered non-listed real estate investment trust to third party investors through licensed U.S. broker-dealers in accordance with Applicable Law or Persons exempt from broker-dealer registration, (provided, that, the foregoing provisions of this clause clauses (c) and (d) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect only to the transfers listed in clauses (a) and/or (b) above, (A) (x) Lender shall receive written notice of any transfers pursuant to clause (a) above within ten (10) days of such transfer and (y) Lender shall receive not less than thirty (30) days prior written notice of such transferstransfers in connection with any transfer pursuant to clause (b) above, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and Entity; (III) control the day-to-day operation of the Property; and (IV) Sponsor shall (x) Control Borrower and any SPE Component Entity and (y) control the day-to-day operation of the Property, (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component EntityOperating Tenant, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (F) [intentionally omitted], and (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question question, (I) remake the representations contained herein relating to ERISA ERISA, OFAC and Patriot Act matters (and, upon Lender’s request, Borrower shall deliver to Lender (x) an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer and (y) searches, acceptable to Lender, for any Person owning, directly or indirectly, 25% (or, if such Person is not formed, organized or incorporated in, or is not a citizen of, the United States of America, 10%) or more of the interests in the Borrower as a result of such transfer) and (II) continue to comply with the covenants contained herein relating to ERISA ERISA, OFAC and Patriot Act matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (bii) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or Party, (ciii) the sale, transfer or issuance of shares of common stock in any Restricted Party that is or becomes a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (ciii) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), or (iv) subject to Subsection (b) below, a transfer (but not the pledge) of direct or indirect equity ownership interests in Sponsor (each, an “NYROP Transfer”); provided, further, that, with respect to the transfers listed in clauses (ai), (ii) and/or (biv) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, providedexcept in connection with any transfer of shares in the REIT (defined below) in connection with the REIT’s redemption program for which reporting is completed as required pursuant to applicable securities laws, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) subject to Subsection (b) below, no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) directly or indirectly, Control Borrower and any SPE Component Entity Entity; and (III) directly or indirectly, control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (F) [intentionally omitted], (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA ERISA, OFAC, and Patriot Act matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA OFAC and Patriot Act matters; , and (GH) after giving effect to such transfer, the Guarantor Control Condition transfers shall be satisfied. Notwithstanding the above, not cause a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Document Event. Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 68, the following equity transfers shall be permitted without LenderAgent’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any direct or indirect member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the direct or indirect stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (including, without limitation, transfers for estate planning purposes), (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), or (d) the REIT Transfer; provided, further, that, with respect to the transfers listed in clauses (a) and/or or (b) above), (A) Lender if any Person owns, directly or indirectly, 20% or more of the direct or indirect interests in Borrower (or 10% or more if such Person is not a U.S. citizen or otherwise not organized, formed or incorporated in the U.S.) as a result of such transfer that did not own such interest prior to such transfer or if such transfer shall result in Borrower no longer being Controlled by the Sponsor set forth in clause (i) of such definition, (x) Agent shall receive written notice of any transfers pursuant to clause (a) above within ten (10) days of such transfer and (y) Agent shall receive not less than thirty (30) days prior written notice of such transferstransfers in connection with any transfer pursuant to clause (b) above, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) except to the extent resulting from the death of any Individual Guarantor, no such transfers shall result in a change in Control of Sponsor, Pledgor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor shall transfers (I) one or more Guarantors, in the aggregate, shall own at least a 5120% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Sponsor shall, collectively, Control Borrower and any SPE Component Entity (it being acknowledged and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfersagreed that, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date hereof, each Xxxx X. Xxxxxxxx XX and Xxxxxxxx Xxxxxxxx, collectively, Control Borrower and SPE Component Entity pursuant to the applicable organizational documents of the consummation managing member, and the indirect managers, of the applicable equity transfer) and Xxxxxxxx); (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraphIII). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (including, without limitation, transfers for estate planning purposes), (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange exchange, and (providedd) the sale, that, transfer or issuance of stock in a Restricted Party that is a non-traded public real estate investment trust to third party investors through licensed U.S. broker-dealers in accordance with Applicable Law (provided that the foregoing provisions of this clause clauses (c) and (d) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance withcompliance) with the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect only to the transfers listed in clauses (a) and/or (b) above, (A) if such transfer results in any Person owning, directly or indirectly, 20% or more of the interests in the Borrower, and such Person did not own 20% of more of the interests in Borrower prior to such transfer, then (x) Lender shall receive written notice of any transfers pursuant to clause (a) above within ten (10) days of such transfer and (y) Lender shall receive not less than thirty (30) days prior written notice of such transferstransfers in connection with any transfer pursuant to clause (b) above, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor shall (I) in the aggregate own (or be the settlor of a trust that owns) at least a 510.62% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity Entity; and (III) control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (F) intentionally omitted, and (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question question, (I) remake the representations contained herein relating to ERISA ERISA, OFAC and Patriot Act matters (and, upon Lender’s request, Borrower shall deliver to Lender (x) an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer and (y) searches, acceptable to Lender, for any Person owning, directly or indirectly, 20% or more of the interests in the Borrower as a result of such transfer) and (II) continue to comply with the covenants contained herein relating to ERISA OFAC and Patriot Act matters; and (G) after giving effect . Prior to such transferSecuritization, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3; provided that, so long as all equity transfers completed since Borrower’s delivery of the most recent prior updated organizational chart meet the requirements of this Section 6.3, such updated organizational chart will not be required to contain an update to the ownership of the direct and indirect equity interests in Hall Capital III, LP. Furthermore, in the event of the death or incompetency of any Guarantor, it shall not be an Event of Default hereunder, provided that, a Satisfactory Replacement Guarantor (as defined in the Guaranty) is provided pursuant to the terms of Section 23 of the Guaranty.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or Party, (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange or (d) the sale, transfer or issuance of shares of common stock in Lightstone Value Plus Real Estate Investment Trust III, Inc., a Maryland corporation (provided, that, the foregoing provisions of this clause clauses (a), (b), (c) and (d) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a), (b) and/or (bd) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, transfers (provided, howeverthat, prior written (I) for purposes of clarification, with respect to the transfers contemplated in subsection (a) above, the aforesaid notice shall not only be deemed to be required thirty (30) days prior to the consummation of the applicable transfers made as a result of probate or similar process following such death (as opposed to prior notice of the applicable death) and (II) no notice shall be required with respect to transfers of direct or indirect ownership interests in Sponsor which do any transfer that (x) does not result in a change to the organization chart delivered to Lender in connection with the origination of the Loan, (y) does not result in any Person (together with its Affiliates) owning more than a ten percent (10%) direct and/or indirect interest in the aggregate in Borrower that did not own said interest prior to consummation of the transfer and (z) does not cause a change in Control of (whether direct or indirect) in Borrower, Guarantor, any SPE Component Entity, and/or Sponsor); (B) no such transfers shall result in a change in Control of Sponsor, Guarantor Guarantor, Affiliated Manager or Affiliated ManagerFranchisor; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of each Borrower and any each SPE Component Entity; (II) Control each Borrower and any each SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be (I) managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereofhereof and (II) operated, “flagged” and branded pursuant to a Qualified Franchise Agreement with a Qualified Franchisor; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of the Property (or any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, (2) the transfer of the operation, “flagging” and/or branding of the Property to a new Affiliated Franchisor in accordance with the applicable terms and conditions hereof, (3) the addition and/or replacement of a Guarantor and/or Sponsor in accordance with the applicable terms and conditions hereof and of the Guaranty or (4) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (GI) after giving effect to such transfertransfers, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender with (y) a revised version of the organizational chart delivered Organizational Chart reflecting any equity transfer consummated in accordance with this Section 6.3 and (z) credit searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender in connection Lender) with the Loan reflecting respect to any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: consent (each, a “Permitted Equity Transfer”): (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (including, without limitation, transfers for estate planning purposes), (c) the sale, transfer Sale or issuance Pledge of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange exchange, and (d) the sale, transfer or issuance of stock or other equity interest in a Restricted Party to third party investors through licensed U.S. broker-dealers in accordance with Applicable Law (provided, that, the foregoing provisions of this clause clauses (c) and (d) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) (1) Lender shall receive written notice of any transfers pursuant to clause (a) above within ten (10) Business Days of such transfer and (2) Lender shall receive not less than thirty (30) days prior written notice of such transferstransfers in connection with any transfer pursuant to clause (b) above, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall transfers (I1) own at least a not less than 51% of the direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; Entity is owned by a Permitted Transferee and (II2) a Permitted Transferee shall Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; , (DC) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (ED) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (E) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms CH1 6687939v.9 and conditions hereof, or (2) the transfer of any direct or indirect equity ownership interests in any Restricted Party that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in Borrower or in any SPE Component Entity that did not own the same on the date hereof or at the time of the delivery of any New Non-Consolidation Opinion prior to such transfer, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, and (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I1) remake the representations contained herein relating to ERISA ERISA, OFAC and Patriot Act matters (and, upon Lender’s request, Borrower shall deliver to Lender (x) an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer and (y) Patriot Act searches, bankruptcy searches, criminal background searches and such other searches which are customarily obtained by commercial mortgage lenders or required by applicable laws, rules and regulations applicable to Lender, acceptable to Lender, for any Person owning, directly or indirectly, 20% or more of the interests in the Borrower as a result of such transfer) and (II2) continue to comply with the covenants contained herein relating to ERISA OFAC and Patriot Act matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: consent (each, a “Permitted Equity Transfer”): (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (including, without limitation, transfers for estate planning purposes), (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange exchange, and (providedd) the sale, that, transfer or issuance of stock in a Restricted Party that is a non-traded public real estate investment trust to third party investors through licensed U.S. broker-dealers in accordance with Applicable Law (provided that the foregoing provisions of this clause clauses (c) and (d) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance withcompliance) with the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect only to the transfers listed in clauses (a) and/or (b) above, (A) (x) Lender shall receive written notice of any transfers pursuant to clause (a) above within ten (10) days of Borrower’s notice of such transfer and (y) Lender shall receive not less than thirty (30) days prior written notice of such transferstransfers in connection with any transfer pursuant to clause (b) above, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity Entity; and (III) control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any direct or indirect equity ownership interests in any Restricted Party that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in Borrower or in any SPE Component Entity that did not own the same on the date hereof or at the time of the delivery of any New Non-Consolidation Opinion prior to such transfer, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question question, (I) remake the representations contained herein relating to ERISA ERISA, OFAC and Patriot Act matters (and, upon Lender’s request, Borrower shall deliver to Lender (x) an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer and (y) searches, acceptable to Lender, for any Person owning, directly or indirectly, 20% or more of the interests in the Borrower as a result of such transfer) and (II) continue to comply with the covenants contained herein relating to ERISA OFAC and Patriot Act matters; , and (GH) without the prior written consent of Lender, after giving effect to such transfertransfers, the Guarantor Control Condition no party shall be satisfied. Notwithstanding the aboveown, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent directly or approval of Lender) so long as any transfers made in connection therewith (exclusive indirectly, 49% or more of the actual grant interests in any Borrower unless such party owned 49% or more of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)interests in either Borrower prior to such transfers. Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty (other than a transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (bii) the (1) transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (c2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (iii) the sale, transfer transfer, pledge or issuance of shares of common stock or securities convertible into or exchangeable for shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange or (iv) the pledge of any direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of this clause clauses (ci), (ii), (iii) and (iv) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (ai) and/or (bii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Sponsor, Guarantor or Affiliated ManagerManager (provided that a change in the board of Guarantor shall not constitute a violation of this clause (B)); (C) after giving effect to such transferssale, Sponsor transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and Borrower, any SPE Component EntityEntity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower and Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation of the PropertyProperties; (D) after giving effect to such transferssale, transfer, issuance or pledge, as applicable, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.;

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consentconsent and, unless specifically otherwise provided below, without payment of any fee or prior notice to Lender: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or Borrower, (c) the any issuance, sale, transfer or issuance other disposition of shares of common stock in any Restricted Party that is a publicly traded entityGuarantor so long as such issuance, provided such sale, transfer or other disposition does not result in (i) Guarantor no longer being the sole general partner of the Operating Partnership, (ii) the Operating Partnership no longer being the sole owner of each Borrower, and (iii) one Person or group of Affiliated Persons acquiring more than 49% of the voting shares of common stock are listed on the New York Stock Exchange Guarantor in one or another nationally recognized stock exchange a series of related transactions (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), (d) any issuance, sale, transfer or other disposition of any limited partnership interests in the Operating Partnership so long as such issuance, sale, transfer or other disposition does not result in (i) Guarantor no longer being the sole general partner of the Operating Partnership and (ii) the Operating Partnership no longer being the sole owner of each Borrower (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)) and provided further that any pledge of the direct or indirect interests in the Operating Partnership shall only be permitted if (x) such pledge is given to an Institutional Lender to secure a loan to Guarantor by such Institutional Lender that is either fully recourse to the Guarantor or is secured by a substantial portion of the assets of Guarantor or (y) such pledge is given by an owner in the Operating Partnership that is not an Affiliate of Borrower or Guarantor provided not more than twenty-five percent (25%) of the limited partnership interests in the Operating Partnership are pledged in the aggregate pursuant to this clause (y) and (e) any issuance, sale, transfer or other disposition of direct or indirect membership interests in Affiliated Manager (provided, that, the foregoing provisions of this clause (e) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the issuances, sales, transfers or other dispositions listed in clauses (a), (b), (c), (d) and/or (be) above, above the following conditions shall also apply (except as noted below): (A) with respect to the transfers described in clause (b) only, Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers issuance, sale, transfer or other disposition shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfersissuance, Sponsor sale, transfer or other disposition, Guarantor shall remain publicly registered under The United States Securities Exchange Act of 1934, as amended and shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the each Individual Property; (D) after giving effect to such transfersissuance, the sale, transfer or other disposition, each Individual Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of any Individual Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity or (III) in the event any issuance, sale, transfer or other disposition (whether or not such transfers issuance, sale, transfer or other disposition is permitted hereunder) results in any Person owning, directly or indirectly, in excess of forty-nine percent (49%) of the ownership interest in Borrower, such issuance, sale, transfer or other disposition shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such issuance, sale, transfer or other disposition; and (G) such issuance, sale, transfer or other disposition shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfertransfer as Lender may request regarding such transfers) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity issuance, sale, transfer or other disposition consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding anything to the restrictions contrary contained in this Article 68, the following equity transfers shall not be Prohibited Transfers and shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by (i) devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted PartyParty or (ii) voluntary act as part of an estate planning process, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (c) in addition to the transfers permitted by clause (b), any other transaction involving the direct and/or indirect equity interests in a Restricted Party (other than a pledge) that would fit within the definition of Prohibited Transfer (including, without limitation, a transaction of the type described in clauses (iv), (vi), (vii) or (cviii) of Section 8.2(b) hereof) constituting a transfer of less than 49% of the direct and/or indirect equity ownership of any Borrower, Guarantor, Sponsor any SPE Component Entity and/or Affiliated Manager and (d) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters))exchange; provided, further, that, with respect to the transfers listed in clauses (a) and/or ), (b) or (c) above, each of the following are complied with in connection with any such transfer: (A) Lender shall receive not less than thirty five (305) days prior written notice of such transfersthereof, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor Sponsor or Affiliated Manager (provided, however, a “change in Control” of Sponsor or Affiliated Manager shall not be deemed to have occurred for the purposes of this subsection (B) if any one of the entities meeting the definition of “Sponsor” contained herein succeeds to the interest of the then current Sponsor and such successor Sponsor Controls the Affiliated Manager; ), (C) after giving effect to any such transferstransfer, Sponsor one of the entities meeting the definition of “Sponsor” contained herein shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) and any SPE Component Entity; , (II) Control Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) and any SPE Component Entity and (III) control the day-to-day operation of the Property; , (D) after giving effect to any such transferstransfer, the Property (including, without limitation, the parking related activities at the Property) shall continue to be managed by Affiliated Manager and Parking Manager (as applicable) or a New Manager approved in accordance with the applicable terms and conditions hereof; Qualified Manager, (E) in the case of the transfer of any direct or indirect equity ownership interests in Borrower Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; Sections 4.2, 4.3 and 5.9 hereof shall continue to be complied with after giving effect to such transfers, (F) in the case of (1) the transfer of the management or parking management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer (in one or in a series of transactions) in excess of 49% (in the aggregate) of any equity ownership interests (I) directly in Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower, Master Lessee (if the Master Lease Termination has not occurred) or in any SPE Component Entity, Lender shall receive a substantive non-consolidation opinion, which such opinion shall be provided by outside counsel acceptable to Lender and the Rating Agencies and shall otherwise be in form, scope and substance reasonably acceptable to Lender and acceptable to the Rating Agencies (such opinion, the “New Non-Consolidation Opinion”) addressing the relevant transfer, (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) not cause a Property Document Event and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (GH) after giving effect to any such transfer, the Guarantor Control Condition shall continue to be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 66 or anything to the contrary contained in this Agreement, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledgepledge other than a Permitted Pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the a pledge, other than a Permitted Pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (including, without limitation, transfers for estate planning purposes), (c) the sale, pledge, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other applicable covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); (d) the sale, transfer (but not a pledge other than a Permitted Pledge) or issuance of equity interests in any Restricted Party that is intended to (and does after giving effect to such transfers) qualify as a real estate investment trust within the meaning of Section 856 of the IRS Code, provided that any issued preferred equity interests do not exceed 125 preferred shares with an aggregate liquidation preference of approximately $125,000, and further provided, that, the foregoing provisions of clause (d) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other applicable covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters), and (e) the pledge of any interest in Borrower in connection with the Lender’s exercise of the Mezzanine Option; provided, further, that, with respect only to the transfers listed in clauses (a) and/or ), (b) or (d) above, (A) (x) if, after giving effect to any transfer pursuant to clause (a) above, any Person is a KYC Person as a result of such transfer that was not a KYC Person prior to such transfer, Lender shall receive written notice of any such transfer within thirty (30) days after Borrower has knowledge of such transfer and (y) if after giving effect to any transfer pursuant to clause (b) above, any Person is a KYC Person as a result of such transfer that was not a KYC Person prior to such transfer, Lender shall receive not less than thirty fifteen (3015) days Business Days’ prior written notice of such transferstransfer, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in Guarantor no longer being a change in Control of Sponsorpublicly traded entity with its shares traded on the New York Stock Exchange or another nationally recognized stock exchange, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor Guarantor shall (I) own at least a fifty-one percent (51% %) direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control each Borrower and any SPE Component Entity Entity; and (III) control the day-to-day operation of the Property; Properties, (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (F) in the case of the transfer of any direct or indirect equity ownership interests in any Restricted Party that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in any Borrower or in any SPE Component Entity that did not own the same on the date hereof or at the time of the delivery of any New Non-Consolidation Opinion prior to such transfer, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, (G) Lender shall have received Satisfactory Search Results (at Borrower’s sole cost and expense) for any Person that becomes a KYC Person as a result of such transfer that was not a KYC Person prior to such transfer, (H) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question question, (I) remake the representations contained herein relating to ERISA ERISA, OFAC, the Corporate Transparency Act, Anti-Corruption Laws, AML Law, DPA, and CFIUS matters (and, upon Lender’s request, Borrower shall deliver to Lender (x) an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA ERISA, OFAC, the Corporate Transparency Act, Anti-Corruption Laws, AML Law, DPA, and CFIUS matters; , and (GI) after giving effect to such transfertransfers are permitted under each Ground Lease and Bond Document, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply all requisite consents have been obtained with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)respect thereto. Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3. Borrower shall reimburse Lender for all actual out-of-pocket costs and expenses incurred in connection with Lender’s review of a transfer under this Section 6.3.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (ai) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (bii) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or Party, (ciii) the sale, transfer or issuance of shares of common stock in any Restricted Party that is or becomes a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange Exchange, the NASDAQ Global Select Market or another nationally recognized stock exchange (provided, that, provided that the foregoing provisions of this clause (ciii) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), (iv) subject to Subsection (b) below, a transfer (but not the pledge) of direct or indirect equity ownership interests in Sponsor (each, an “ARC III Transfer”), or (v) the creation or issuance of new limited partnership interests by the Sponsor; provided, further, that, with respect to the transfers listed in clauses (ai), (ii), (iv) and/or (bv) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, providedexcept in connection with any transfer listed in clause (v) above and/or any transfer of shares in the REIT (defined below) in connection with the REIT’s redemption program for which reporting is completed as required pursuant to applicable securities laws, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) subject to Subsection (b) below, no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; , (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) directly or indirectly Control Borrower and any SPE Component Entity Entity; and (III) directly or indirectly control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; , (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; , (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer of any direct or indirect equity ownership interests in any Restricted Party that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, provided that the same was not previously delivered pursuant to Section 4.21 hereof, (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA ERISA, OFAC, and Patriot Act matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA OFAC and Patriot Act matters; , and (GH) after giving effect to such transfer, the Guarantor Control Condition transfers shall be satisfied. Notwithstanding the above, not cause a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph)Property Document Event. Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) ), or the creation or issuance of new stock, partnership or membership interests, in a Restricted Party (as the case may be) or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers or creation or issuance of interests listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, transfers or creation or issuance of interests; provided, however, prior written notice shall not be required with respect to any transfers or creation or issuance of direct or indirect ownership interests in Sponsor which do or the REIT occurring during the continuance of a REIT Public Offering Period, the requirements of this subsection (A) shall not result in a change in Control apply to any such transfers or creation or issuance of Sponsorinterests; (B) no such transfers or creation or issuance of interests shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; provided, however, such a transfer may result in a change of Control of Sponsor and Guarantor only (but not any Affiliated Manager) if a Qualified Transferee Controls Sponsor and Guarantor after giving effect to such transfer or creation or issuance of interests; (C) after giving effect to such transferstransfers or creation or issuance of interests and at all times that the Loan is outstanding, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the each Individual Property; (D) after giving effect to such transferstransfers or creation or issuance of interests, the each Individual Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer or creation or issuance of interest of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of the Property (or any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer or creation or issuance of interest of any equity ownership interests (I) directly in Borrower or in any SPE Component Entity, (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, or (III) results in any Person and its Affiliates owning 49% or more of the outstanding interests in a Restricted Party such transfers or creation or issuance of interests shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer; provided, however, with respect to any transfers or creation or issuance of interests in Sponsor or the REIT occurring during the continuance of a REIT Public Offering Period, the requirements of this subsection (F) shall not apply to any such transfers or creation or issuance of interests; and (G) such transfers or creation or issuance of interests shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s written request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfertransfer or creation or issuance of interest) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon written request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer or creation or issuance of interests consummated in accordance with this Section 6.3. Notwithstanding anything to the contrary contained in this Loan Agreement, at all times during of the term of the Loan (x) no change in Control of Sponsor, Guarantor or Affiliated Manager shall occur, provided, however, a change in Control of Sponsor and Guarantor only (but not any Affiliated Manager) may occur if a Qualified Transferee assumes Control of Sponsor and Guarantor and (y) Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower, any SPE Component Entity and each Individual Property; (II) Control each Borrower and any SPE Component Entity and (III) Control the day-to-day operation of the each Individual Property.

Permitted Equity Transfers. Notwithstanding anything to the restrictions contrary contained in this Article 68, the following equity transfers shall not be Prohibited Transfers and shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or Party, (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange and (provided, that, d) in addition to the foregoing provisions of this transfers permitted by clause (cb), any other transaction involving the direct and/or indirect equity interests in a Restricted Party (other than a pledge) shall not be deemed to waive, qualify or that would otherwise limit Borrower’s obligation to comply (or to cause fit within the compliance with) the other covenants set forth herein and in the other Loan Documents definition of Prohibited Transfer (including, without limitation, a transaction of the covenants contained herein relating to ERISA matterstype described in clauses (iii), (v), (vi) or (vii) of Section 8.2(b) hereof) constituting a transfer of less than 10% of the direct and/or indirect equity ownership of any Borrower, Guarantor, Sponsor any SPE Component Entity and/or Affiliated Manager; provided, further, thathowever, with respect to the transfers listed in clauses (a) and/or ), (b) or (d) above, (A) Lender shall receive not less than thirty five (305) days prior written notice of such transfersthereof, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor Sponsor or Affiliated Manager (provided, however, a “change in Control” of Sponsor or Affiliated Manager shall not be deemed to have occurred for the purposes of this subsection (B) if any one of the persons or entities comprising the definition of “Sponsor” contained herein succeeds to the interest of the then current Sponsor and such successor Sponsor Controls the Affiliated Manager; ), (C) after giving effect to such transfers, Sponsor any one of the entities comprising the defined term “Sponsor” shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity of any Borrower, (II) Control each Borrower and any SPE Component Entity of any Borrower and (III) control the day-to-day operation of the Property; , (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; Qualified Manager, (E) in the case of the transfer of any direct or indirect equity ownership interests in any Borrower or in any SPE Component Entity of any Borrower, such transfers shall be conditioned upon continued compliance with the relevant provisions of Sections 4.2 and 4.3 hereof and (F) in the case of (1) the transfer of the management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, or (2) the transfer (in one or in a series of transactions) in excess of 49% (in the aggregate) of any equity ownership interests (I) directly in any Borrower or in any SPE Component Entity of any Borrower, or (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions delivery to Lender of Article 5 hereof; (F) a substantive non-consolidation opinion, which such transfers opinion shall be conditioned upon Borrower’s ability toprovided by outside counsel acceptable to Lender and the Rating Agencies and shall otherwise be in form, after giving effect scope and substance reasonably acceptable to Lender and acceptable to the equity transfer in question Rating Agencies (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transferopinion, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph“New Non-Consolidation Opinion”). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6foregoing, none of the following equity transfers Transfers shall be permitted without Lender’s consentdeemed to be a Prohibited Equity Transfer so long as the Minimum Equity Requirement (defined below) remains satisfied following such Transfer: (aA) a transfer Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both grantor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust (but not “Revocable Family Trust”); (B) a pledge) Transfer by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, ; (bC) the transfer or issuance (but not the pledge)a Transfer, in one or a series of transactions, of not more than 49% of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party or where such Transfer does not result in a change in management control in the Restricted Party; (cD) the sale, transfer or issuance a Transfer of shares of common stock in any Restricted Party that is LaSalle Hotel Properties, a publicly traded entity, Maryland real estate investment trust (“LaSalle”); provided such shares of common stock are is listed on the New York Stock Exchange or another such other nationally recognized stock exchange exchange; and (providedE) a Qualifying Merger (defined below) of LaSalle. Subject to (e) of the definition of “Qualifying Merger” below, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, it being understood that with respect to the transfers listed in clauses (a) and/or (bii)(C) above, (A) Lender Mortgagor shall receive not less than thirty (30) days deliver to Mortgagee at least 30 days’ prior written notice of such transfers, provided, however, prior written notice shall not be required transfer and with respect to the transfers of direct or indirect ownership interests listed in Sponsor which do not result in a change in Control of Sponsor; (ii)(A) and (B) no above, Mortgagor shall deliver written notice to Mortgagee of such transfers transfer at least 30 days after such transfer. Mortgage shall result not require notice of the transfer listed in a change in Control of Sponsor(ii)(D) above. As used herein “Minimum Equity Requirement” shall mean that (i) LaSalle must own, Guarantor at all time, directly or Affiliated Manager; (C) after giving effect to such transfersindirectly, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower Mortgagor and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity Operating Tenant, and (IIIii) LaSalle shall control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms Mortgagor and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3Operating Tenant.