Common use of SALE/ENCUMBRANCE DEFINED Clause in Contracts

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) the if Borrower, any Guarantor, any Indemnitor, or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a corporation, any merger, consolidation or voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor or any Indemnitor or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise); and (e) if Borrower, any Guarantor, any Indemnitor or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a managing member (or if no managing member, any member or managing non-member manager) or the transfer or pledge of the membership interest of any member or a managing member (or if no managing member, any member) or any profits or proceeds relating to such interest; membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (for the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise). Notwithstanding the foregoing, so long as the Guarantor and/or Indemnitor is Corporate Property Associates 14 Incorporated or an Affiliate (as defined in Section 8.4(b) hereof) (the "Guarantor"), the provisions of clauses (c), (d) and (e) above shall not apply to the Guarantor, any other transfer prohibited by the terms of the Loan AgreementIndemnitor or any interest holder therein.

SALE/ENCUMBRANCE DEFINED. A Except as permitted pursuant to the terms of Section 5.2.13 of the Loan Agreement, a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner sole member of Borrower (or the stock of any corporation directly or indirectly controlling such general partner sole member by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's sole member’s stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership membership interest in Borrower; (e) if Borrower, any general partner sole member of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 7 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor, any Indemnitor, or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation’s stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) 35% of such general partner's corporation’s stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor or any Indemnitor or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer or pledge of the partnership interest of any general partner or managing partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise) or the creation or issuance of new limited partnership interests, by which an aggregate of more than 10% of such limited partnership interests are held by parties who are not currently limited partners; and (e) if Borrower, any Guarantor, any Indemnitor or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the membership interest of any member or managing member or any profits or proceeds relating to such interest; membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (for the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise) any other transfer prohibited or the creation or issuance of new membership interests, by the terms which an aggregate of the Loan Agreementmore than 10% of such membership interests are held by parties who are not currently members.

SALE/ENCUMBRANCE DEFINED. (a) A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 Transfer shall be deemed to include, but not be limited to, : (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (bii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (ciii) the voluntary if a Restricted Party is a corporation, any merger or involuntary sale, conveyance, transfer consolidation or pledge Transfer of the such corporation’s stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholdersstock; (div) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the voluntary change, removal, resignation or involuntary sale, conveyance, transfer addition of a general partner or pledge the Transfer of the partnership interest of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such partnership interest, or the Transfer of limited partnership interests or any profits or proceeds relating to such limited partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non member manager (or if no managing member, any member) or the Transfer of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Transfer of non managing membership interests or the creation or issuance of new non managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger or consolidation or the Transfer of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (fvii) without limitation to the foregoing, any voluntary or involuntary sale, transfer, conveyance or pledge by any person or entity which directly or indirectly controls Borrower (by operation of law or otherwise) of its direct or indirect controlling interest in Borrower. Notwithstanding the foregoing, the following transfers shall not be deemed to be a Transfer requiring Lender’s approval or payment of a transfer fee: (A) transfer by devise or descent or by operation of law upon the death of a partner, member or stockholder of any Restricted Party, (B) a sale, transfer or hypothecation of a partnership, shareholder or membership interest in any Restricted Party, whichever the case may be, by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such partner, shareholder or member (or a trust for the benefit of any such persons); (C) the sale or pledge, in one or a series of transactions, of not more than forty nine percent (49%) of the stock in a Restricted Party; provided, however, no such transfers shall result in the change of voting control in the Restricted Party, and as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer; (D) the sale or pledge, in one or a series of transactions, of not more than forty nine percent (49%) of the limited partnership interests or non managing membership interests (as the case may be) in a Restricted Party, provided, however, as a condition of such transfer Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer. Notwithstanding anything to the contrary contained in this Section 8.3, (1) a transfer of the ownership interests in Borrower, SCOLP, or Sponsor shall not (by attribution or otherwise) constitute a prohibited Transfer, provided that Sponsor maintains at least a 51% ultimate beneficial ownership interest in Borrower and no transfer of an interest in Borrower or SCOLP is made to a Prohibited Person, and (2) a conveyance or assignment of up to the entire equity ownership interest in Sponsor shall not be deemed to be (by attribution or otherwise) a prohibited Transfer. (b) Notwithstanding anything to the contrary contained in this Article 8, and in addition to the transfers permitted hereunder, following the first anniversary of the date hereof, Lender’s consent to a sale, assignment, or other transfer prohibited by of the terms Property shall not be withheld provided that Lender receives thirty (30) days prior written notice of such transfer hereunder and no Event of Default has occurred and is continuing, and further provided that, the following additional requirements are satisfied: (i) Borrower shall pay Lender a transfer fee equal to 0.5% of the outstanding principal balance of the Loan Agreement.at the time of such transfer; (ii) Borrower shall pay any and all out-of-pocket costs incurred in connection with the transfer of the Property (including, without limitation, Lender’s counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes and the fees and expenses of the Rating Agencies pursuant to clause (x) below); (iii) The proposed transferee (the “Transferee”) or Transferee’s Principals (hereinafter defined) must have demonstrated expertise in owning and operating properties similar in location, size and operation to the Property, which expertise shall be reasonably determined by Lender. The term “Transferee’s Principals” shall include Transferee’s (A) managing members, general partners or principal shareholders and (B) such other members, partners or shareholders which directly or indirectly shall own a 15% or greater interest in Transferee;

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerXxxxxxxx's right, title and interest in and to any Leases or any Rents; (c) the if Borrower, any Guarantor, any Indemnitor, or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a corporation, any merger, consolidation or voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor or any Indemnitor or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise); and (e) if Borrower, any Guarantor, any Indemnitor or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a managing member (or if no managing member, any member or managing non-member manager) or the transfer or pledge of the membership interest of any member or a managing member (or if no managing member, any member) or any profits or proceeds relating to such interest; membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (for the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise). Notwithstanding the foregoing, so long as the Guarantor and/or Indemnitor is Corporate Property Associates 14 Incorporated or an Affiliate (as defined in Section 8.4(b) hereof) (the "Guarantor"), the provisions of clauses (c), (d) and (e) above shall not apply to the Guarantor, any other transfer prohibited by the terms of the Loan AgreementIndemnitor or any interest holder therein.

SALE/ENCUMBRANCE DEFINED. A Except as permitted pursuant to the terms of Section 5.2.13 of the Loan Agreement, a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's ’s stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) the if Borrower, any Guarantor, any Indemnitor, or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a corporation, any merger, consolidation or voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor or any Indemnitor or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise); and (e) if Borrower, any Guarantor, any Indemnitor or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a managing member (or if no managing member, any member or managing non-member manager) or the transfer or pledge of the membership interest of any member or a managing member (or if no managing member, any member) or any profits or proceeds relating to such interest; membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (for the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise). Notwithstanding the foregoing, so long as the Guarantor and/or Indemnitor is Corporate Property Associates 15 Incorporated or an Affiliate (as defined in Section 8.4(b) hereof) (the "Guarantor"), the provisions of clauses (c), (d) and (e) above shall not apply to the Guarantor, any other transfer prohibited by the terms of the Loan AgreementIndemnitor or any interest holder therein.

SALE/ENCUMBRANCE DEFINED. (a) A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 Transfer shall be deemed to include, but not be limited to, : (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (bii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (ciii) the voluntary if a Restricted Party is a corporation, any merger or involuntary sale, conveyance, transfer consolidation or pledge Transfer of the such corporation’s stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholdersstock; (div) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the voluntary change, removal, resignation or involuntary sale, conveyance, transfer addition of a general partner or pledge the Transfer of the partnership interest of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such partnership interest, or the Transfer of limited partnership interests or any profits or proceeds relating to such limited partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non member manager (or if no managing member, any member) or the Transfer of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Transfer of non managing membership interests or the creation or issuance of new non managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger or consolidation or the Transfer of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (fvii) without limitation to the foregoing, any voluntary or involuntary sale, transfer, conveyance or pledge by any person or entity which directly or indirectly controls Borrower (by operation of law or otherwise) of its direct or indirect controlling interest in Borrower. Notwithstanding the foregoing, the following transfers shall not be deemed to be a Transfer requiring Lender’s approval or payment of a transfer fee: (A) transfer by devise or descent or by operation of law upon the death of a partner, member or stockholder of any Restricted Party, (B) a sale, transfer or hypothecation of a partnership, shareholder or membership interest in any Restricted Party, whichever the case may be, by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such partner, shareholder or member (or a trust for the benefit of any such persons); (C) the sale or pledge, in one or a series of transactions, of not more than forty nine percent (49%) of the stock in a Restricted Party; provided, however, no such transfers shall result in the change of voting control in the Restricted Party, and as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer; (D) the sale or pledge, in one or a series of transactions, of not more than forty nine percent (49%) of the limited partnership interests or non managing membership interests (as the case may be) in a Restricted Party, provided, however, as a condition of such transfer Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer. Notwithstanding anything to the contrary contained in this Section 8.3, (1) a transfer of the ownership interests in Borrower, SCOLP, or Sponsor shall not (by attribution or otherwise) constitute a prohibited Transfer, provided that Sponsor maintains at least a 51% ultimate beneficial ownership interest in Borrower and no transfer of an interest in Borrower or SCOLP is made to a Prohibited Person, and (2) a conveyance or assignment of up to the entire equity ownership interest in Sponsor shall not be deemed to be (by attribution or otherwise) a prohibited Transfer. (b) Notwithstanding anything to the contrary contained in this Article 8, and in addition to the transfers permitted hereunder, following the first anniversary of the date hereof, Lxxxxx’s consent to a sale, assignment, or other transfer prohibited by of the terms Property shall not be withheld provided that Lxxxxx receives thirty (30) days prior written notice of such transfer hereunder and no Event of Default has occurred and is continuing, and further provided that, the following additional requirements are satisfied: (i) Borrower shall pay Lender a transfer fee equal to 0.5% of the outstanding principal balance of the Loan Agreement.at the time of such transfer; (ii) Borrower shall pay any and all out-of-pocket costs incurred in connection with the transfer of the Property (including, without limitation, Lxxxxx’s counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes and the fees and expenses of the Rating Agencies pursuant to clause (x) below); (iii) The proposed transferee (the “Transferee”) or Transferee’s Principals (hereinafter defined) must have demonstrated expertise in owning and operating properties similar in location, size and operation to the Property, which expertise shall be reasonably determined by Lxxxxx. The term “Transferee’s Principals” shall include Transferee’s (A) managing members, general partners or principal shareholders and (B) such other members, partners or shareholders which directly or indirectly shall own a 15% or greater interest in Transferee;

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (c) the if Borrower, any Guarantor, any Indemnitor, or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a corporation, any merger, consolidation or voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation’s stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such general partner's corporation’s stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor or any Indemnitor or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise); and (e) if Borrower, any Guarantor, any Indemnitor or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a managing member (or if no managing member, any member or managing non-member manager) or the transfer or pledge of the membership interest of any member or a managing member (or if no managing member, any member) or any profits or proceeds relating to such interest; membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (f) or the membership interests of any other transfer prohibited limited liability company directly or indirectly controlling such limited liability company by the terms operation of the Loan Agreementlaw or otherwise).

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor, any Indemnitor, or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) 33% of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor or any Indemnitor or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer or pledge of the partnership interest of any general partner or managing partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise) or the creation or issuance of new limited partnership interests, by which an aggregate of more than 33% of such limited partnership interests are held by parties who are not currently limited partners; and (e) if Borrower, any Guarantor, any Indemnitor or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the membership interest of any member or managing member or any profits or proceeds relating to such interest; membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (for the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise) or the creation or issuance of new membership interests, by which an aggregate of more than 33% of such membership interests are held by parties who are not currently members. Notwithstanding the foregoing, the following transfer shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8: transfer by devise or descent or by operation of law upon the death of a member, partner or stockholder of Borrower, any other transfer prohibited by Guarantor or any Indemnitor or any general partner or member thereof. Notwithstanding the terms provisions of this Security Instrument to the Loan Agreementcontrary, and provided that no default has occurred and is continuing under the Note, this Security Instrument or the Other Security Documents, Lender's prior written consent shall not be required with respect to transfers of stock in the general partner of Borrower, provided (i) Xxxxxx X. Xxxxxx maintains at least a fifty-one percent (51%) ownership interest in said general partner of Borrower and (ii) Lender receives sixty (60) days prior written notice of any such transfer.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower Mortgagor agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerMortgagor's right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner of Borrower Mortgagor (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in BorrowerMortgagor; (e) if BorrowerMortgagor, any general partner of BorrowerMortgagor, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 Transfer shall be deemed to include, but not be limited to, : (ai) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (bii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (ciii) the voluntary if a Restricted Party is a corporation, any merger or involuntary sale, conveyance, transfer consolidation or pledge Transfer of the such corporation’s stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholdersstock; (div) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the voluntary change, removal, resignation or involuntary sale, conveyance, transfer addition of a general partner or pledge the Transfer of the partnership interest of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such partnership interest, or the Transfer of limited partnership interests or any profits or proceeds relating to such limited partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non member manager (or if no managing member, any member) or the Transfer of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Transfer of non managing membership interests or the creation or issuance of new non managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger or consolidation or the Transfer of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (fvii) without limitation to the foregoing, any other voluntary or involuntary sale, transfer, conveyance or pledge by any person or entity which directly or indirectly controls Borrower (by operation of law or otherwise) of its direct or indirect controlling interest in Borrower. Notwithstanding the foregoing, the following transfers shall not be deemed to be a Transfer requiring Lender’s approval or payment of a transfer prohibited fee: (A) transfer of a partnership, shareholder or membership interest in any Restricted Party by devise or descent or by operation of law upon the death of a partner, member or stockholder of any Restricted Party, (B) a sale, transfer or hypothecation of a partnership, shareholder or membership interest in any Restricted Party, whichever the case may be, by the terms partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such partner, shareholder or member (or a trust for the benefit of any such persons); (C) the sale or pledge, in one or a series of transactions, of not more than forty nine percent (49%) of the Loan Agreementstock in a Restricted Party; provided, however, no such transfers shall result in the change of voting control in the Restricted Party, and as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer; and (E) the sale or pledge, in one or a series of transactions, of not more than forty nine percent (49%) of the limited partnership interests or non managing membership interests (as the case may be) in a Restricted Party, provided, however, as a condition of such transfer Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer. Notwithstanding anything to the contrary contained herein, no transfer (whether or not such transfer shall constitute a Transfer) shall (1) result in any person owning directly or indirectly, together with its Affiliates, in excess of twenty percent (20%) of the ownership interest in Borrower without Lender’s prior written consent or (2) be made to any Prohibited Person.

SALE/ENCUMBRANCE DEFINED. A Except as permitted pursuant to the terms of Section 5.2.13 of the Loan Agreement, a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, to (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; : (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge pledge, of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower or any general partner or limited partner of Borrower is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) otherwise (other than transfers of shares in the REIT, or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) 20% of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; and (d) the voluntary if Borrower or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner or limited partner of Borrower, any guarantor or any indemnitor Borrower is a limited liability companyor general partnership or joint venture, the change, removal or resignation of a member general partner, managing partner or managing member limited partner, or the transfer or pledge of the partnership interest of any member general partner, managing partner or managing member limited partner or any profits or proceeds relating to such interest; partnership interest whether in one transfer or (f) a series of transfers. Notwithstanding the foregoing, transfer by devise or descent or by operation of law upon the death of a partner or stockholder of Borrower or any other general partner thereof shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer prohibited by within the terms meaning of the Loan Agreementthis Article 8.

SALE/ENCUMBRANCE DEFINED. A Except as permitted pursuant to the terms of Section 5.2.13 of the Loan Agreement, a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor, any Indemnitor, or any managing agent affiliated with any of the foregoing (the "Affiliated Manager") or any general or limited partner or member of Borrower, any Guarantor, any Indemnitor or any Affiliated Manager is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor, any Indemnitor or any Affiliated Manager or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor or any Affiliated Manager is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer or pledge of the partnership interest of any general partner or managing partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise) or the creation or issuance of new limited partnership interests, by which an aggregate of more than 10% of such limited partnership interests are held by parties who are not currently limited partners; and (e) if Borrower, any Guarantor, any Indemnitor or any Affiliated Manager or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor or any Affiliated Manager is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the membership interest of any member or managing member or any profits or proceeds relating to such interestmembership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (or the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise) or the creation or issuance of new membership interests, by which an aggregate of more than 10% of such membership interests are held by parties who are not currently members; or and (f) the removal or the resignation of the managing agent (including, without limitation, the Affiliated Manager) other than in accordance with that certain Conditional Assignment of Management Agreement dated the date hereof between Borrower and Lender. Notwithstanding the foregoing, the following transfer shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8: (a) transfer by devise or descent or by operation of law upon the death of a member, partner or stockholder of Borrower, any Guarantor or any Indemnitor or any general partner or member thereof; (b) provided that no Event of Default has occurred and is continuing under the Note, this Security Instrument or the Other Security Documents, transfers of non-managing membership, limited partnership or shareholder interests, as applicable, in Borrower or Affiliated Manager (other than AERC to the extent that AERC is a Publicly Traded Entity (defined below)) (the "Permitted Transfers") up to 49%, respectively, in the aggregate; provided, however, that (i) Lender must receive sixty (60) days prior written notice of any transfer prohibited pursuant to this Section, (ii) AERC must continue to hold after the Permitted Transfer at least a 51% direct or indirect beneficial interest in Borrower or Affiliated Manager (as the case may be), (iii) such transfers shall not result in a change in control of Borrower or Affiliated Manager (other than AERC to the extent that AERC is a Publicly Traded Entity) (as the case may be) or in the day-to-day operations of the Property, (iv) Lender shall have received evidence satisfactory to it (which shall include a non-consolidation opinion acceptable to Lender) that after such transfer Borrower shall be in compliance with the terms hereof, including without limitation, Section 4.2, and (v) Lender shall have received payment of all fees and expenses set forth in Section 8.3 (notwithstanding anything to the contrary contained in Section 8.1 or this Subsection 8.2 (b), in the event that (A) Borrower requests Lender's consent to a transfer of shareholder interests in the Affiliated Manager in excess of 49%, (B) the Affiliated Manager is a corporation which is not publically traded on a nationally recognized exchange or shall no longer continue to be a corporation which is publically traded on a nationally recognized exchange as a result of such transfer, and (C) if Securities are then rated by the terms Rating Agencies, Borrower shall deliver to Lender written confirmation from the Rating Agencies that the transfer shall not result in a downgrade, withdrawal or qualification of the Loan Agreementthen current ratings by the applicable Rating Agencies of the Securities and otherwise in form and substance reasonably satisfactory to Lender, Lender's consent with respect to such requested transfer shall not be unreasonably withheld; and (c) in the event the Affiliated Manager is a corporation publicly traded on a nationally-recognized exchange (a "Publicly Traded Entity") and provided that the Affiliated Manager shall continue to be publicly traded on a nationally-recognized exchange after any such trade, transfers of shareholder interests in the Affiliated Manager.

SALE/ENCUMBRANCE DEFINED. A Except as permitted pursuant to the terms of Section 5.2.13 of the Loan Agreement, a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 VI shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's ’s stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 7 shall be deemed to include, but not be limited to, to (a) an installment sales agreement wherein Borrower Mortgagor agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerMortgagor's right, title and interest in and to any Leases or any Rents; (c) if Mortgagor, any Guarantor, any Indemnitor, or any general partner or managing member (or if no managing member, any member) of Mortgagor, Guarantor or Indemnitor is a corporation, (i) the voluntary or involuntary sale, conveyance, conveyance or transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) 50% of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholdersowners of more than 50% of such corporation's stock, or (ii) the pledge of any such corporation's stock; (d) if Mortgagor, any Guarantor or Indemnitor or any general partner or managing member (or if no managing member, any member) of Mortgagor, any Guarantor or Indemnitor is a limited or general partnership or joint venture, the voluntary change, removal or involuntary sale, conveyance, resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or limited any profits or proceeds relating to such partnership interest in Borrowerinterest; and (e) if BorrowerMortgagor, any Guarantor, any Indemnitor or any general partner or member of BorrowerMortgagor, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a member or managing member (or if no managing member, any member) or the transfer or pledge of the membership interest of any member or a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest; . Notwithstanding the foregoing, the following transfers shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment or transfer within the meaning of this Article 7: (fa) transfer by devise or descent or by operation of law upon the death of a member, general partner or stockholder of Mortgagor, any other Guarantor or Indemnitor or any member or general partner thereof, and (b) a sale, transfer prohibited or hypothecation of a membership, partnership or shareholder interest in Mortgagor, whichever the case may be, by a current member, general partner or shareholder, as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such member, general partner or shareholder, or to a trust for the terms benefit of an immediate family member of such member, general partner or shareholder, provided that, with respect to any such sale or transfer, Mortgagor shall deliver a non-consolidation opinion or an update of the same, in form and substance reasonably satisfactory to Lender, upon Lender's request to do so. To the extent that the definitions contained in this Section 7.2 are inconsistent with the Loan Agreement, then the provisions of the Loan AgreementAgreement shall govern.

SALE/ENCUMBRANCE DEFINED. A Except as permitted pursuant to the terms of Section 5.2.13 of the Loan Agreement, a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the sole member or general partner of Borrower (or the stock of any corporation directly or indirectly controlling such sole member or general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such sole member’s or general partner's ’s stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general membership interest in Borrower or limited partnership interest in Borrower’s general partner; (e) if Borrower, any sole member or general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, ----------------------- grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower or any general partner or limited partner of Borrower is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) otherwise (other than transfers of shares in the REIT), or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholdersstockholders (other than the issuance of shares in the REIT); (d) if Borrower or any general partner or limited partner of Borrower is a limited or general partnership or joint venture, the change, removal or resignation of a general partner, managing partner or limited partner, or the transfer or pledge of the partnership interest of any general partner, managing partner or limited partner or any profits or proceeds relating to such partnership interest whether in one transfer or a series of transfers and (e) if Borrower, or any general or limited partner or member of Borrower is a limited liability company, the change, removal or resignation of any member or the transfer or pledge of the membership interest of any member or any profits or proceeds relating to such membership interest whether in one or a series of transactions or the voluntary or involuntary sale, conveyance, transfer or pledge of any general membership interests (or the membership interests of any limited partnership interest in Borrower; liability company directly or indirectly controlling such limited liability company by operation of law or otherwise). Notwithstanding the foregoing, (ei) if Borrower, transfer by devise or descent or by operation of law upon the death of a partner or stockholder of Borrower or any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; thereof or (fii) any other transfer prohibited by the terms of permitted under the Loan AgreementAgreement shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor, any Indemnitor, or any managing agent affiliated with any of the foregoing (the "Affiliated Manager") or any general or limited partner or member of Borrower, any Guarantor, any Indemnitor or any Affiliated Manager is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor, any Indemnitor or any Affiliated Manager or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor or any Affiliated Manager is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer or pledge of the partnership interest of any general partner or managing partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise) or the creation or issuance of new limited partnership interests, by which an aggregate of more than 10% of such limited partnership interests are held by parties who are not currently limited partners; and (e) if Borrower, any Guarantor, any Indemnitor or any Affiliated Manager or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor or any Affiliated Manager is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the membership interest of any member or managing member or any profits or proceeds relating to such interestmembership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (or the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise) or the creation or issuance of new membership interests, by which an aggregate of more than 10% of such membership interests are held by parties who are not currently members; or and (f) the removal or the resignation of the managing agent (including, without limitation, the Affiliated Manager) other than in accordance with that certain Conditional Assignment of Management Agreement dated the date hereof between Borrower and Lender. Notwithstanding the foregoing, the following transfer shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8: (a) transfer by devise or descent or by operation of law upon the death of a member, partner or stockholder of Borrower, any Guarantor or any Indemnitor or any general partner or member thereof; (b) provided that no Event of Default has occurred and is continuing under the Note, this Security Instrument or the Other Security Documents, transfers of non-managing membership, limited partnership or shareholder interests, as applicable, in Borrower or Affiliated Manager (other than AERC to the extent that AERC is a Publicly Traded Entity (defined below)) (the "Permitted Transfers") up to 49%, respectively, in the aggregate; provided, however, that (i) Lender must receive sixty (60) days prior written notice of any transfer prohibited pursuant to this Section, (ii) AERC must continue to hold after the Permitted Transfer at least a 51% direct or indirect beneficial interest in Borrower or Affiliated Manager (as the case may be), (iii) such transfers shall not result in a change in control of Borrower or Affiliated Manager (other than AERC to the extent that AERC is a Publicly Traded Entity) (as the case may be) or in the day-to-day operations of the Property, (iv) Lender shall have received evidence satisfactory to it (which shall include a non-consolidation opinion acceptable to Lender) that after such transfer Borrower shall be in compliance with the terms hereof, including without limitation, Section 4.2, and (v) Lender shall have received payment of all fees and expenses set forth in Section 8.3 (notwithstanding anything to the contrary contained in Section 8.1 or this Subsection 8.2 (b), in the event that (A) Borrower requests Lender's consent to a transfer of shareholder interests in the Affiliated Manager in excess of 49%, (B) the Affiliated Manager is a corporation which is not publically traded on a nationally recognized exchange or shall no longer continue to be a corporation which is publically traded on a nationally recognized exchange as a result of such transfer, and (C) if Securities are then rated by the terms Rating Agencies, Borrower shall deliver to Lender written confirmation from the Rating Agencies that the transfer shall not result in a downgrade, withdrawal or qualification of the Loan Agreementthen current ratings by the applicable Rating Agencies of the Securities and otherwise in form and substance reasonably satisfactory to Lender, Lender's consent with respect to such requested transfer shall not be unreasonably withheld ; and; (c) in the event the Affiliated Manager is a corporation publicly traded on a nationally-recognized exchange (a "Publicly Traded Entity") and provided that the Affiliated Manager shall continue to be publicly traded on a nationally-recognized exchange after any such trade, transfers of shareholder interests in the Affiliated Manager.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor, any Indemnitor, or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor or any Indemnitor or any general or limited partner or member of [NY01:247789.4] 86000-00376 12/23/96 4:57pm - 32 - Borrower, any Guarantor or any Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer or pledge of the partnership interest of any general partner or managing partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrowerinterests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise) or the creation or issuance of new limited partnership interests, by which an aggregate of more than 10% of such limited partnership interests are held by parties who are not currently limited partners; and (e) if Borrower, any Guarantor, any Indemnitor or any general or limited partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the membership interest of any member or managing member or any profits or proceeds relating to such interest; membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (for the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise) or the creation or issuance of new membership interests, by which an aggregate of more than 10% of such membership interests are held by parties who are not currently members. Notwithstanding the foregoing, the following transfer shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8: a transfer by devise or descent or by operation of law upon the death of a member, partner or stockholder of Borrower, any other transfer prohibited by the terms of the Loan AgreementGuarantor or any Indemnitor or any general partner or member thereof.

SALE/ENCUMBRANCE DEFINED. (a) A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) the if Borrower, any Guarantor, or any general or limited partner or member of Borrower or any Guarantor is a corporation, any merger, consolidation or voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower or any Guarantor or any general or limited partner or member of Borrower or any Guarantor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of limited partnership interests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise); and (e) if Borrower or any Guarantor or any general or limited partnership interest in Borrower; (e) if Borrower, any general partner or member of Borrower, any guarantor Borrower or any indemnitor Guarantor is a limited liability company, the change, removal or resignation of a managing member (or if no managing member, any member or managing non-member manager) or the transfer or pledge of the membership interest of any member or a managing member (or if no managing member, any member) or any profits or proceeds relating to such interest; membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (for the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise). (b) Notwithstanding the foregoing, so long as the Guarantor is Corporate Property Associates 12 Incorporated, Corporate Property Associates 14 Incorporated, Corporate Property Associates 15 Incorporated or an Affiliate (as defined in Section 6.5(b) hereof) (each, a "GUARANTOR"), the provisions of clauses (c), (d) and (e) in Section 8.3(a) above shall not apply to the Guarantor or any interest holder therein. Notwithstanding anything in this Agreement to the contrary, (i) the transfer of any direct or indirect interests in Borrower shall be permitted without the consent of Lender and without requiring receipt by Lender of confirmation in writing from the Rating Agencies that rate the Securities to the effect that such transfer will not result in a qualification, downgrade or withdrawal of any rating initially assigned or then currently assigned or to be assigned to the Securities, as applicable (and no fee or charge shall be required to be paid to Lender or any Rating Agency on account of any such transfer), so long as following such transfer, Xxxxx Asset Management Corp. and/or any Affiliate responsible for the management and/or control of the Property and/or Borrower remains in legal, beneficial and actual control and management of the Property and/or Borrower, (ii) any involuntary transfer caused by the death of Borrower or any general partner, shareholder, joint venturer, member or beneficial owner of a trust shall not be an Event of Default under this Agreement so long as Borrower is reconstituted, if required, following such death and so long as those persons responsible for the control and/or management of the Property and/or Borrower remain unchanged as a result of such death, or any replacement control and/or management is approved in writing by Lender in each instance, (iii) gifts for estate planning purposes of any individual's interests in Borrower or in any of Borrower's general partners, members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Loan Agreement so long as Borrower is reconstituted, if required, following such gift and so long as those persons responsible for the control and/or management of the Property and/or Borrower remain unchanged following such gift, or any replacement control and/or management is approved in writing by Lender in each instance, (iv) the transfer of stock of any general partner, shareholder, joint venturer, member or beneficial owner of a trust stock in Borrower or any of its principals, including, without limitation, any Guarantor or any Indemnitor, from time to time on a recognized public exchange shall be freely transferable without the consent of Lender and without requiring receipt by Lender of confirmation in writing from the Rating Agencies that rate the Securities to the effect that such transfer will not result in a qualification, downgrade or withdrawal of any rating initially assigned or then currently assigned or to be assigned to the Securities, as applicable (and no fee or charge shall be required to be paid to Lender or any Rating Agency on account of any such transfer), and (v) the transfer of any direct or indirect interest of any general partner, shareholder, joint venturer, member or beneficial owner of a trust stock in Borrower or any of its principals, including, without limitation, any Guarantor or any Indemnitor, shall be permitted from time to time to any Affiliate without the consent of Lender and without requiring receipt by Lender of confirmation in writing from the Rating Agencies that rate the Securities or Participations to the effect that such transfer will not result in a qualification, downgrade or withdrawal of any rating initially assigned or then currently assigned or to be assigned to the Securities or Participations, as applicable (and no fee or charge shall be required to be paid to Lender or any Rating Agency on account of any such transfer), so long as following such transfer, Xxxxx Asset Management Corp. and/or any Affiliate responsible for the management and/or control of the Property and/or Borrower remains in legal, beneficial and actual control and management of the Property and/or Borrower. By way of clarification, transfers of any direct or indirect ownership interests in Borrower or in any partner, shareholder or member of Borrower by Corporate Property Associates 16-Global Incorporated pursuant to a merger, consolidation, sale or any other transfer prohibited shall be permitted with or to any Affiliate without restriction and without the prior consent of Lender and without requiring receipt by Lender of confirmation in writing from the terms Rating Agencies that rate the Securities or Participations to the effect that such transfer will not result in a qualification, downgrade or withdrawal of any rating initially assigned or then currently assigned or to be assigned to the Loan AgreementSecurities or Participations, as applicable (and no fee or charge shall be required to be paid to Lender or any Rating Agency on account of any such transfer). (c) If, in connection with a transfer permitted or consented to by Lender pursuant to this Section 8.3, an Affiliate assumes the obligations of any Guarantor or any Indemnitor and such Affiliate has a net worth of at least $25,000,000 and shall execute, without any cost or expense to Lender, a new guaranty or indemnity agreement in form and substance substantially similar to the Environmental Indemnity and the Guaranty, then Lender shall release such Guarantor or Indemnitor from all obligations first arising under the Environmental Indemnity and the Guaranty after the closing of such transfer.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 7 shall be deemed to include, but not be limited to, to (a) an installment sales agreement wherein Borrower Mortgagor agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, BorrowerMortgagor's right, title and interest in and to any Leases or any Rents; (c) if Mortgagor, any Guarantor, any Indemnitor, or any general partner or managing member (or if no managing member, any member) of Mortgagor, Guarantor or Indemnitor is a corporation, (i) the voluntary or involuntary sale, conveyance, conveyance or transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) 50% of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholdersowners of more than 50% of such corporation's stock, or (ii) the pledge of any such corporation's stock; (d) if Mortgagor, any Guarantor or Indemnitor or any general partner or managing member (or if no managing member, any member) of Mortgagor, any Guarantor or Indemnitor is a limited or general partnership or joint venture, the voluntary change, removal or involuntary sale, conveyance, resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or limited any profits or proceeds relating to such partnership interest in Borrowerinterest; and (e) if BorrowerMortgagor, any Guarantor, any Indemnitor or any general partner or member of BorrowerMortgagor, any guarantor Guarantor or any indemnitor Indemnitor is a limited liability company, the change, removal or resignation of a member or managing member (or if no managing member, any member) or the transfer or pledge of the membership interest of any member or a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest; . Notwithstanding the foregoing, the following transfers shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment or transfer within the meaning of this Article 7: (fa) transfer by devise or descent or by operation of law upon the death of a member, general partner or stockholder of Mortgagor, any other Guarantor or Indemnitor or any member or general partner thereof, and (b) a sale, transfer prohibited or hypothecation of a membership, partnership or shareholder interest in Mortgagor, whichever the case may be, by a current member, general partner or shareholder, as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such member, general partner or shareholder, or to a trust for the terms benefit of an immediate family member of such member, general partner or shareholder. To the extent that the definitions contained in this Section 7.2 are inconsistent with the Loan Agreement, then the provisions of the Loan AgreementAgreement shall govern.

SALE/ENCUMBRANCE DEFINED. (a) A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer Transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's ’s right, title and interest in and to any Leases or any Rents; (c) if Borrower or any member of Borrower is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation’s stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) 49% of the ownership of such general partner's corporation’s stock shall be vested in or pledged to a party or parties who are not now stockholders; (d) if Borrower or any member of Borrower is a limited liability company, the voluntary or involuntary sale, conveyance, transfer or pledge of any general membership interests in the capital or limited partnership interest profits of such company or the creation or issuance of new membership interests by which an aggregate of more than 49% of the ownership of such company’s membership interests shall be vested in Borroweror pledged to a party or parties who do not now hold membership interests in such company; (e) if Borrower, any general partner of Borrower, any guarantor Borrower or any indemnitor member of Borrower is a limited liability companyor general partnership or joint venture, (i) the change, removal or resignation of a member general partner or managing member or partner, (ii) the transfer or pledge of the partnership interest of any member general partner or managing member partner or the right to receive any future profits or proceeds relating to such partnership interest, (iii) the transfer or pledge of more than 49% of the capital or profits of the partnership or (iv) the creation or issuance of new membership interests by Borrower or its general partner which an aggregate of more than 49% of the ownership of partnership interests in such partnership shall be vested in a party or parties who do not now hold partnership interests in such partnership or joint venture; or and (f) without limitation to the foregoing, any voluntary or involuntary sale, transfer, conveyance or pledge by any Person which directly or indirectly controls Borrower (by operation of law or otherwise) (a “Principal”) of its direct or indirect controlling interest in Borrower. (b) Notwithstanding the foregoing, provided that: (w) Talon OP at all times Controls and owns 100% of the direct interest in Borrower, (x) TREHC at all times Controls and holds 100% of the direct general partnership interests in Talon OP, (y) to the extent that any Person would obtain a more than a 20% direct or indirect interest in Borrower following a Transfer, Borrower shall have provided notice of such Transfer and the identity of such person to Lender at least ten (10) Business Days prior to such Transfer, such that Lender can perform its compliance searches (and such compliance searches do not disclose any matters which are not acceptable to Lender) and (z) Borrower shall at all times comply with Section 4.3 hereof, the following Transfers shall not be deemed to be prohibited by Section 8.2: (i) transfer by devise or descent or by operation of law upon the death of a partner, member, shareholder or stockholder of Borrower or any Principal or any general partner or member thereof; (ii) a sale, transfer or hypothecation of a partnership, shareholder or membership interest in Borrower, whichever the case may be, by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such partner, or shareholder or member or to a Principal (or a trust for the benefit of any such Persons), as long as any such Transfer does not result in a change in Control of Borrower; (iii) the transfer or issuance of common stock in TREHC or of common limited partnership interests in Talon OP; (iv) the transfer or issuance of preferred limited partnership interests (and derivatives thereof) in Talon OP or preferred stock (and derivatives thereof) in TREHC, provided that (A) unless the Financial Covenants are then being satisfied (when taking into account any obligations with respect to such preferred limited partnership interests), no preferred limited partnership interest shall have a mandatory redemption obligation or any other transfer prohibited by required payment, the terms failure of which would result in the holder of any such interests having any remedies with respect to Talon OP or Borrower, but any preferred interests which are issued in consideration of the Loan Agreementcontribution of property other than the Property may be granted “claw back” rights with respect to such other property, (B) the holder of any preferred limited partnership interest shall never be granted a security interest directly or indirectly in the Borrower or the Property and (C) no preferred limited partnership interests issued in connection with the contribution of the Property to Borrower shall have a mandatory preferred return or mandatory redemption obligation which accrues earlier than the date that is one (1) year following the stated Maturity Date; (v) pledges of stock in TREHC or pledges of partnership interests in Talon OP to the holder of a credit facility secured thereby; provided that (1) the Financial Covenants are then being satisfied (when taking into account such credit facility), (2) any such holder of such credit facility is national banking association which has a long term unsecured debt rating of “A” from S&P and is regularly engaged in the practice of making such loans and (3) the repayment of the credit facility is not contingent in any way to the cash flow of the Property.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's rightBorrxxxx'x xight, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, to (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower, or any general partner or managing member (or if no managing member, any member) of Borrower is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) 49% of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholdersowners of more than 49% of such corporation's stock; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; (e) if Borrower, or any general partner or managing member (or if no managing member, any member) of Borrower, any guarantor or any indemnitor is a limited liability companyor general partnership or joint venture, the change, removal or resignation of a member or managing member general partner or the transfer or pledge of the partnership interest of any member or managing member general partner or any profits or proceeds relating to such partnership interest or the transfer or pledge of any partnership interest of any limited partner or any profits or proceeds relating to any such partnership interest; , which, whether singly or (f) any other transfer prohibited by in the terms aggregate, result in more than 49% of the Loan Agreement.beneficial interests in Borrower, or the profits or proceeds relating thereto, having been transferred or pledged; and

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, to (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor, any Indemnitor, or any managing agent affiliated with any of the foregoing (the "Affiliated Manager"), or any general partner or managing member (or if no managing member, any member) of Borrower, Guarantor, Indemnitor or Affiliated Manager is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) 49% of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholdersowners of more than 49% of such corporation's stock; (d) if Borrower, any Guarantor, Indemnitor or Affiliated Manager or any general partner or managing member (or if no managing member, any member) of Borrower, any Guarantor, Indemnitor or Affiliated Manager is a limited or general partnership or joint venture, the voluntary change, removal or involuntary sale, conveyance, resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest or the transfer or pledge of any general or limited partnership interest of any limited partner or any profits or proceeds relating to any such partnership interest, which, whether singly or in the aggregate, result in more than 49% of the beneficial interests in Borrower, or the profits or proceeds relating thereto, having been transferred or pledged; (e) if Borrower, any Guarantor, any Indemnitor or Affiliated Manager or any general partner or member of Borrower, any guarantor Guarantor or any indemnitor Indemnitor or Affiliated Manager is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the membership interest of any member or a managing member or any profits or proceeds relating to such membership interest or the transfer or pledge of any membership interest of any other member or any profits or proceeds relating to any such membership interest, which, whether singly or in the aggregate, result in more than 49% of the beneficial interests in Borrower, or the profits or proceeds relaing thereto, having been transferred or pledged; or and (f) any the removal or resignation of the managing agent (including, without limitation, the Affiliated Manager) other transfer prohibited by than in accordance with the terms of Section 3.17 hereof or that certain Assignment of Management Agreement and Subordination of Management Fees dated the Loan Agreementdate hereof between Borrower, the other signatories thereto, Affiliated Manager and Lender. Notwithstanding the foregoing, the following transfers shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment or transfer within the meaning of this Article 8: (a) transfer by devise or descent or by operation of law upon the death of a member, general partner or stockholder of Borrower, any Guarantor or Indemnitor or any member or general partner thereof, and (b) a sale, transfer or hypothecation of a membership, partnership or shareholder interest in Borrower, whichever the case may be, by a current member, general partner or shareholder, as applicable, to an immediate family member (I.E., parents, spouses, siblings, children or grandchildren) of such member, general partner or shareholder, or to a trust for the benefit of an immediate family member of such member, general partner or shareholder, PROVIDED THAT, as to each of clauses (a) and (b) of this sentence, with respect to any such sale, transfer or hypothecation, Borrower shall deliver a non-consolidation opinion or an update of the same, in form and substance reasonably satisfactory to Lender and Rating Agencies, upon Lender's request to do so. Notwithstanding anything to the contrary contained in this Article 8, in the event any transfer results in any entity or party owning in excess of forty-nine percent (49%) of the ownership interest in Borrower, Guarantor, Indemnitor, Affiliated Manager, or any shareholder, partner, member or any direct or indirect legal or economic ownership interest in Borrower, Guarantor, Indemnitor, or Affiliated Manager, Borrower shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) the if Borrower, any Guarantor, any Indemnitor, or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a corporation, any merger, consolidation or voluntary or involuntary sale, conveyance, transfer or pledge of the such corporation's stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) % of such general partnercorporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, any Guarantor or any Indemnitor or any general or limited partner or member of Borrower, any Guarantor or any Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or the transfer or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest interests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited liability company by operation of law or otherwise). Notwithstanding the foregoing, so long as the Guarantor and/or Indemnitor is Corporate Property Associates 14 Incorporated or an Affiliate (as defined in Borrower; Section 8.4(b) hereof) (the "Guarantor"), the provisions of clauses (c), (d) and (e) if Borrowerabove shall not apply to the Guarantor, any general partner of Borrower, any guarantor Indemnitor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreementholder therein.