Common use of SALE/ENCUMBRANCE DEFINED Clause in Contracts

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 shall be deemed to include, but not limited to the following: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a mortgage in, Borrower's right, title and interest in and to any Leases or any Rents; or (iii) a sale, encumbrance, pledge, hypothecation, or transfer of any direct and/or indirect ownership interests (including beneficial interests) in Borrower. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfer, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a sale, encumbrance, pledge, hypothecation, or transfer of less than forty-nine percent (49%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in change in the control or management of Borrower, and (3) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (2) such transfer does not result in change in the control or management of Borrower, and (3) Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee shall be required in connection therewith.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgageDeed of Trust, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH Paragraph 15 shall be deemed to include, but not limited to the following: (i) an installment sales agreement wherein Borrower Grantor agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Grantor 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 mortgage Deed of Trust in, Borrower's Grantor’s right, title and interest in and to any Leases or any Rents; or (iii) a sale, encumbrance, pledge, hypothecation, or transfer of any direct and/or indirect ownership interests (including beneficial interests) in BorrowerGrantor. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH Paragraph 15: (A) transfers of interests in Borrower Grantor for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER"“Immediate Family Member”)) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower Grantor shall provide Lender Beneficiary with 30 days' ’ prior written notice of any such permitted transfer, and (2) Borrower Grantor shall furnish Lender Beneficiary with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (B) transfers of direct and/or indirect interests in Borrower Grantor by operation of law or upon death by devise or descent, provided that Borrower Grantor shall furnish Lender Beneficiary with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower Grantor to Guarantor(s), (D) a sale, encumbrance, pledge, hypothecation, or transfer of less than fortyup to ninety-nine percent (4999%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower Grantor provided that (1) Borrower if such Transfer exceeds forty-nine percent (49.0%) of the direct or indirect ownership interests in Grantor, such Transfer is to the REIT or to a newly formed entity that is owned and controlled by the REIT, (2) Grantor shall furnish Lender Beneficiary with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (23) such transfer does not result in change in the control or management of BorrowerGrantor, and (34) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender Beneficiary within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, (E) Sole Member of Grantor may transfer 100% of its interest in Grantor or Property to the REIT or to a newly formed entity that is owned and controlled by the REIT, and (EF) the issuance of new membership interests in Borrower Grantor by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's Grantor’s membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower Grantor shall furnish Lender Beneficiary with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (2) such transfer does not result in change in the control or management of BorrowerGrantor, and (3) Borrower Grantor shall deliver to Lender Beneficiary within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH Paragraph 15, no administrative fee shall be required in connection therewith.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH Paragraph 15 shall be deemed to include, but not limited to the following: (i1) an installment sales agreement wherein Borrower Grantor agrees to sell the Property or any part thereof for a price to be paid in installments; (ii2) an agreement by Borrower Grantor 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 mortgage in, Borrower's Grantor’s right, title and interest in and to any Leases or any Rents; or (iii3) a sale, encumbrance, foreclosable pledge, hypothecation, or transfer of any direct and/or indirect ownership interests (including beneficial interests) in BorrowerGrantor. Notwithstanding the foregoing, provided that no Event of Default default has occurredoccurred and is continuing, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH Paragraph 15: : (Ai) transfers of interests in Borrower Grantor for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER"“Immediate Family Member”)) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower if the transferor is a Guarantor, such Guarantor still controls such transferred interest and such Guarantor shall not be released from any guaranty or indemnity agreement by virtue of such permitted transfer, (2) Grantor shall provide Lender Beneficiary with 30 days' ’ prior written notice of any such permitted transfer, (3) Grantor shall reimburse Beneficiary for all costs and expenses, including reasonable attorney fees incurred by Beneficiary in connection with such permitted transfer, (4) there has been no change in control or management rights of Grantor as a result of such transfer, including but not limited to any sale, encumbrance, pledge, hypothecation, or transfer of any general partner or managing member interest in the Grantor, (5) such transfer has no effect on the continuing status of Grantor, as a validly existing entity in good standing and in compliance with the provisions of Paragraph 17, and (26) Borrower Grantor shall furnish Lender Beneficiary with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, ; (Bii) transfers of direct and/or indirect interests in Borrower Grantor by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies the condition set forth in clause (5) of any documentation executed in connection with such permitted transfer promptly after execution thereof, subparagraph (Ci) above is satisfied; (iii) transfers of direct and/or indirect interests in Borrower Grantor to Guarantor(s), ; (Div) a sale, encumbrance, pledge, hypothecation, or transfer of less than forty-nine percent (49%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower Grantor provided that (1) Borrower shall furnish Lender with copies of any documentation executed the conditions set forth in connection with such permitted transfer promptly after execution thereof, clauses (2) through (6) of subparagraph (i) above are satisfied as to each such transfer does not result in change in the control or management transfer. (v) Transfers of Borrower, and (3) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new direct membership interests in Borrower by which an aggregate Xxxxxxx Macquarie Office, LLC (“JV”) between the existing members of less than forty-nine percent such entity, so long as to the extent the management or control rights of JV change as a result of such transfer, the new manager of JV is a Qualified Transferee (49%as defined below) and provided that the conditions set forth in clauses (2), (3), (5) and (6) of the subparagraph (i) above are satisfied as to each such transfer. (vi) Transfers by Macquarie Office Trust, an Australian Listed Property Trust, or any of its Affiliates, of all or any portion of their respective indirect ownership interests in Grantor (or direct interests in JV) to an Affiliate (as defined below) of Borrower's membership interests shall be vested in or pledged to a party or parties other than GuarantorMacquarie Office Trust, provided that (1) Borrower shall furnish Lender with copies of any documentation executed the conditions set forth in connection with such permitted transfer promptly after execution thereof, and clauses (2) through (6) of subparagraph (i) above are satisfied as to each such transfer does not result transfer. (vii) Transfers by Xxxxxxx Properties, Inc., or any of its Affiliates, of all or any portion of its indirect ownership interests in change Grantor or JV, to an Affiliate of Xxxxxxx Properties, Inc, provided that the conditions set forth in the control or management of Borrowerclauses (2), (3), (5) and (6) of subparagraph (i) above are satisfied as to each such transfer. (viii) Transfers of the limited partnership interests in Xxxxxxx Properties, L.P. or the limited partnership interests in Macquarie Office Stadium Gateway, L.P. (ix) Transfers of ownership interests in a Person whose stock is listed or quoted on the New York Stock Exchange, the American Stock Exchange, NASDAQ or any equivalent Australian stock exchange. (x) Transfers of direct or indirect ownership interests in Grantor or JV to a Qualified Transferee, which Qualified Transferee is also itself a Qualified Manager or engages a Qualified Manager to manage the Property, provided that the conditions set forth in clauses (2), (3), (5) Borrower shall deliver and (6) of subparagraph (i) above are satisfied as to Lender within one each such transfer. (1xi) Business Day after the closing Pledges of any such issuance the net proceeds for application direct or indirect equity interests in JV, Macquarie Office Trust or Xxxxxxx Properties, Inc. to secure loans to the outstanding balance of owners thereof so long as such pledges do not under any circumstances permit the Concurrent Subordinate Indebtedness. To holder thereof to foreclose on such pledges or otherwise take title to the extent that pledged interest pursuant to the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee shall be required in connection therewithpledge.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, ------------------------ bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: to, (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage 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 (iii) any general partner or managing member of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledgetransfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than twenty-five percent (25%) of such corporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower, hypothecationany Guarantor or Indemnitor or any general partner or managing member of Borrower, any Guarantor or 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 of such partnership or any profits or proceeds relating to such partnership interest or the transfer or pledge of more than 49% in the aggregate of any limited partnership interests in such partnership or any profits or proceeds related to such interests whether in one transfer or pledge or a series of transfers or pledges; (e) if Borrower, any Guarantor or Indemnitor or any general partner or managing member of Borrower, any Guarantor or Indemnitor is a limited liability company, the change, removal or resignation of the managing member of such company, or the transfer or pledge of the membership interest of the managing member of such company or any profits or proceeds relating to such membership interest or the transfer or pledge of more than 49% in the aggregate of any membership interests in such company or any profits or proceeds related to such interests whether in one transfer or pledge or a series of transfers or pledges; and (f) 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) (a "Principal") of its direct and/or or indirect ownership interests (including beneficial interests) controlling interest in Borrower. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment or encumbrance for transfer within the purpose meaning of this PARAGRAPH 15Article 8: (A) transfers transfer by devise or descent or by operation of interests in law upon the death of a partner, member or stockholder of Borrower for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfer, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution general partner thereof, (B) transfers a sale, transfer or hypothecation of direct and/or indirect interests a partnership, shareholder or membership interest in Borrower Borrower, whichever the case may be, by operation 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 law such partner, shareholder or upon death by devise member or descent, provided that Borrower shall furnish Lender with copies to a Principal (or a trust for the benefit of any documentation executed in connection with such permitted transfer promptly after execution thereof, persons) and (C) transfers of direct and/or indirect interests stock in Borrower to Guarantor(s), (D) a sale, encumbrance, pledge, hypothecation, or transfer of less than forty-nine percent (49%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of Santa Fe Gaming Corporation over any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in change in the control or management of Borrower, and (3) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (2) such transfer does not result in change in the control or management of Borrower, and (3) Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee shall be required in connection therewithnationally recognized stock exchange.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage 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 partner or managing member (iiior if no managing member, any member) of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledgetransfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now owners of more than 49% of such corporation's stock; (d) if Borrower, hypothecationany Guarantor, or Indemnitor or any general partner or managing member (or if no managing member, any member) of Borrower, any Guarantor or 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 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 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; and (e) if Borrower, any Guarantor, any Indemnitor or any general partner or member of Borrower, any Guarantor or any Indemnitor is a limited liability company, the change, removal or resignation of a managing member or the transfer of the membership interest of a managing member or any direct and/or indirect ownership 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 (including beneficial interests) in Borrower, or the profits or proceeds relating thereto, having been transferred or pledged. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spousesale, parentconveyance, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfermortgage, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereofgrant, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a salebargain, encumbrance, pledge, hypothecation, assignment or transfer within the meaning of less than forty-nine percent this Article 8: (49%a) in transfer by devise or descent or by operation of law upon the aggregate (which may be pursuant to one death of a member, general partner or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in change in the control or management stockholder of Borrower, and (3) if the transferor is any Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of Indemnitor or any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in member or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution general partner thereof, and (2b) such a sale, transfer does not result or hypothecation of a membership, partnership or shareholder interest in change in the control or management of 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 (3b) 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 within one (1) Business Day after Lender, upon Lender's request to do so. Notwithstanding the closing provisions of any such issuance the net proceeds for application this Section 8.2 to the outstanding balance contrary, for so long as Mount Pleasant KPT LLC is the Borrower, the transfer of membership interests in Borrower, Guarantor and any of their respective members shall be considered permitted transfers; provided, however, (i) Konover Property Trust, Inc. (or an entity wholly owned or majority controlled by Konover Property Trust, Inc.) shall own at least 50% of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee interests in Borrower and shall be required to be the manager and sole decision maker of Borrower and (ii) in connection therewiththe event such transfer(s) involve 49% or more of the interests in Borrower, Borrower shall cause a non-consolidation opinion to be delivered to Lender, in form and substance reasonably satisfactory to Lender.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: to, (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage 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 (iii) any general partner or managing member of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledgetransfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders provided however that this subpart (c) shall not apply to any Guarantor whose stock or shares are publicly trade (d) if Borrower, hypothecationany Guarantor or Indemnitor or any general partner or managing member of Borrower, any Guarantor or Indemnitor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner, or transfer the transfer, or pledge of the partnership interest of any general partner or managing partner of such partnership or any profits or proceeds relating to such partnership interest or the transfer or pledge of more than 49% to the aggregate of any limited partnership interests in such partnership or any profits or proceeds related to such interests whether to one transfer or pledge or a series of transfers or pledges; (e) if Borrower, any Guarantor or Indemnitor or any general partner or managing member of Borrower, any Guarantor or Indemnitor is a limited liability company, the change, removal or resignation of the managing member of such company, or the transfer or pledge of the membership interest of the managing member of such company or any profits or proceeds relating to such membership interest or the transfer or pledge of more than 49% in the aggregate of any membership interests in such company or any profits or proceeds related to such interests whether to one transfer or pledge or a series of transfers or pledges; and (f) 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) (a "Principal") of its direct and/or or indirect ownership interests (including beneficial interests) in controlling interest to Borrower. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spousesale, parentconveyance, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfermortgage, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereofant, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a salebargain, encumbrance, pledge, hypothecation, assignment or transfer within the meaning of less than forty-nine percent this Article 8: (49%A) in transfer by vise or descent or by operation of law upon the aggregate (which may be pursuant to one death of a partner, member or more transactions during the term stockholder of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of or any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in change in the control or management of Borrower, and (3) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution general partner thereof, and (2B) such a sale, transfer does not result or hypothecation of a partnership, shareholder or membership interest in change in the control or management of Borrower, and whichever the case may be, by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (3i.e., parents, spouses, siblings, children or grandchildren) Borrower shall deliver of such partner, shareholder or member to Lender within one a Principal (1) Business Day after or a trust for the closing benefit of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee shall be required in connection therewithpersons).

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage 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 partner or managing member (iiior if no managing member, any member) of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledgetransfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now owners of more than 49% of such corporation's stock; (d) if Borrower, hypothecationany Guarantor or Indemnitor or any general partner or managing member (or if no managing member, any member) of Borrower, any Guarantor or 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 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 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; and (e) if Borrower, any Guarantor, any Indemnitor or any general partner or member of Borrower, any Guarantor or any Indemnitor is a limited liability company, the change, removal or resignation of a managing member or the transfer of the membership interest of a managing member or any direct and/or indirect ownership 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 (including beneficial interests) in Borrower, or the profits or proceeds relating thereto, having been transferred or pledged. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spousesale, parentconveyance, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfermortgage, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereofgrant, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a salebargain, encumbrance, pledge, hypothecation, assignment or transfer within the meaning of less than forty-nine percent this Article 8: (49%a) in transfer by devise or descent or by operation of law upon the aggregate (which may be pursuant to one death of a member, general partner or more transactions during the term stockholder of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of Borrower, any documentation executed in connection with such permitted transfer promptly after execution Guarantor or Indemnitor or any member or general partner thereof, (2b) 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 transfer does not result in change in member, general partner or shareholder, or to a trust for the control benefit of an immediate family member of such member, general partner or management of Borrowershareholder, and (3c) if the transferor is Guarantor or an entity owned merger of CV Reit, Inc. with Montgomery CV Realty Trust duxxxx xxx xxxx of this Security Instrument, provided that, as to each of clauses (a) and controlled by Guarantor(b) of this sentence, such transferor shall deliver with respect to Lender within one (1) Business Day after the closing of any such sale, transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessoror hypothecation, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (2) such transfer does not result in change in the control or management of Borrower, and (3) Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance a non-consolidation opinion or an update of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed same, in form and substance reasonably satisfactory to be a sale or encumbrance for purposes Lender, upon Lender's request to do so, and provided that, as to clause (c) of this PARAGRAPH 15sentence, no administrative fee shall be required in connection therewith(i) Borrower has given Lender at least thirty (30) days notice of such merger and (ii) Lender has reviewed and is satisfied with financial statements of CV Reit, Inc. and Montgomery CV Realty Trust cuxxxxx xx xx xhe time of the merger.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 shall be deemed to include, but not limited to the following: (i) an installment sales agreement wherein Borrower Grantor agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower Grantor 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 mortgage in, BorrowerGrantor's right, title and interest in and to any Leases or any Rents; or (iii) a sale, encumbrance, pledge, hypothecation, or transfer of any direct and/or indirect more than 49% in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the ownership interests (including beneficial interests) in BorrowerGrantor or in the general partner or managing member of Grantor, if applicable; or (iv) a sale, encumbrance, pledge, hypothecation, or transfer of any general partner or managing member interest in the Grantor, if applicable. Notwithstanding the foregoing, provided that no Event of Default default has occurred, the following transfers of interests in Grantor shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (AI) transfers of interests in Borrower Grantor for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1A) Borrower if the transferor is a Guarantor, such Guarantor still controls such transferred interest and such Guarantor shall not be released from any guaranty or indemnity agreement by virtue of such permitted transfer, (B) Grantor shall provide Lender Beneficiary with 30 days' prior written notice of any such permitted transfer, (C) Grantor shall reimburse Beneficiary for all costs and expenses, including reasonable attorney fees incurred by Beneficiary in connection with such permitted transfer, (D) there has been no change in control or management rights as a result of such transfer, (E) such transfer has no effect on the continuing status of Grantor, and (2F) Borrower Grantor shall furnish Lender Beneficiary with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (Bii) transfers of direct and/or indirect interests in Borrower Grantor by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, or (Ciii) transfers of direct and/or indirect interests in Borrower Grantor to Guarantor(s), (D) a sale, encumbrance, pledge, hypothecation, or transfer of less than forty-nine percent (49%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in change in the control or management of Borrower, and (3) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (2) such transfer does not result in change in the control or management of Borrower, and (3) Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee shall be required in connection therewith.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: to' (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage security interest in, BorrowerXxxxxxxx's right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor, any Indemnitor, or any general partner or managing member (iiior if no managing member, any member) of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledgetransfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now owners of more than 49% of such corporation's stock; (d) if Borrower, hypothecationany Guarantor or Indemnitor or any general partner or managing member (or if no managing member, any member) of Xxxxxxxx, any Guarantor or 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 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 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; and (e) if Borrower, any Guarantor, any Indemnitor or any general partner or member of Borrower, any Guarantor or any Indemnitor is a limited liability company, the change, removal or resignation of a managing member or the transfer of the membership interest of a managing member or any direct and/or indirect ownership interests (including 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) interest in Borrower, or the profits or proceeds relating thereto, having been transferred or pledged. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spousesale, parentconveyance, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfermortgage, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereofgrant, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a salebargain, encumbrance, pledge, hypothecation, assignment or transfer within the meaning of less than forty-nine percent this Article 8: (49%a) in transfer by devise or descent or by operation of law upon the aggregate (which may be pursuant to one death of a member, general partner or more transactions during the term stockholder of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of Borrower, any documentation executed in connection with such permitted transfer promptly after execution Guarantor or Indemnitor or any member or general partner thereof, (2b) 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 does not result or hypothecation, Borrower shall deliver a non-consolidation opinion or an update of the same, in change in the control or management of Borrowerform and substance reasonably satisfactory to Lender, upon Xxxxxx's request to do so, and (3c) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance lien of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (2) such transfer does not result in change in the control or management of Borrower, and (3) Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee shall be required in connection therewithSecond Security Instrument.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: to, (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage 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 (iii) any general partner or managing member of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledge, hypothecation, transfer or transfer pledge of such corporation’s stock (or the stock of any direct and/or indirect ownership interests (including beneficial interests) in Borrower. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale corporation directly or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of indirectly controlling such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfer, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (B) transfers of direct and/or indirect interests in Borrower corporation by operation of law or upon death otherwise) or the creation or issuance of new stock by devise which an aggregate of more than forty-nine percent (49%) of such corporation’s stock shall become vested in another party; (d) if Borrower, any Guarantor or descentIndemnitor or any general partner or managing member of Borrower, provided that Borrower shall furnish Lender with copies any Guarantor or 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 documentation executed in connection with general partner or managing partner of such permitted partnership or any profits or proceeds relating to such partnership interest or the transfer promptly after execution thereof, (C) transfers or pledge of direct and/or indirect interests in Borrower to Guarantor(s), (D) a sale, encumbrance, pledge, hypothecation, or transfer of less more than forty-nine percent (49%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of any documentation executed limited partnership interests in connection with such permitted partnership or any profits or proceeds related to such interests whether in one transfer promptly after execution thereofor pledge or a series of transfers or pledges; (e) if Borrower, (2) such transfer does not result in change in the control any Guarantor or management Indemnitor or any general partner or managing member of Borrower, and (3) if the transferor is any Guarantor or an entity owned and controlled by GuarantorIndemnitor is a limited liability company, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance change, removal or resignation of the Concurrent Subordinate Indebtednessormanaging member of such company, and (E) or the issuance transfer or pledge of new the membership interests in Borrower by which an aggregate interest of less the managing member of such company or any profits or proceeds relating to such membership interest or the transfer or pledge of more than forty-nine percent (49%) in the aggregate of the ownership of Borrower's any membership interests in such company or any profits or proceeds related to such interests whether in one transfer or pledge or a series of transfers or pledges; and (f) 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) (a “Principal”) of its direct or indirect controlling interest in Borrower. Notwithstanding the foregoing, the following transfers shall not be vested in deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment or pledged to transfer within the meaning of this Article 8: (A) transfer by devise or descent or by operation of law upon the death of a party partner, member or parties other than Guarantor, provided that (1) stockholder of Borrower shall furnish Lender with copies of or any documentation executed in connection with such permitted transfer promptly after execution general partner thereof, and (2B) such a sale, transfer does not result or hypothecation of a partnership, shareholder or membership interest in change in the control or management of Borrower, and whichever the case may be, by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (3i.e., parents, spouses, siblings, children or grandchildren) Borrower shall deliver of such partner, shareholder or member or to Lender within one a Principal (1) Business Day after or a trust for the closing benefit of any such issuance persons). Notwithstanding the net proceeds for application to the outstanding balance restrictions on transfer of ownership interests in Borrower contained in this Section 8.3 of Article 8 of the Concurrent Subordinate Indebtedness. To Security Instrument, transfers of direct or indirect ownership interests in Borrower or Secured Investment Resources Fund, LP 11, a Delaware limited partnership, the extent that current guarantor of the forgoing are Loan, (“SIR 11” and sometimes “Guarantor”) to “Permitted Transferees” will not be deemed to be a sale or encumbrance for purposes transfer within the meaning of this PARAGRAPH 15said Article 8 so long s (1) Millenium Oak Terrace, LLC, a California limited liability company, the current general partner of the Borrower, remains the general partner after such transfer and such company continues to be controlled by W. Rxxxxx Xxxxxxx or an entity or entities which he controls, (2) Everest Properties, II, LLC, a California limited liability company, Everest Properties, LLC, a California limited liability company, Millenium Management, LLC, a California limited liability company, Millenium Oak Terrace, LLC, a California limited liability company and/or SIR II own, directly or indirectly, no administrative fee less than % of the limited partnership interests in the Borrower and the Guarantor and (3) no transfer to an Existing Individual Limited Partner (defined below) shall be required result in connection therewithany Existing Individual Limited Partner owning more than 20% of the Borrower or the Guarantor after such transfer.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage 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 partner or managing member (iiior if no managing member, any member) of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledgetransfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now owners of more than 49% of such corporation's stock; (d) if Borrower, hypothecationany Guarantor or Indemnitor or any general partner or managing member (or if no managing member, any member) of Borrower, any Guarantor or 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 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 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; and (e) if Borrower, any Guarantor, any Indemnitor or any general partner or member of Borrower, any Guarantor or any Indemnitor is a limited liability company, the change, removal or resignation of a managing member or the transfer of the membership interest of a managing member or any direct and/or indirect ownership 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 (including beneficial interests) in Borrower, or the profits or proceeds relating thereto, having been transferred or pledged. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spousesale, parentconveyance, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfermortgage, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereofgrant, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a salebargain, encumbrance, pledge, hypothecation, assignment or transfer within the meaning of less than forty-nine percent this Article 8: (49%a) in transfer by devise or descent or by operation of law upon the aggregate (which may be pursuant to one death of a member, general partner or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in change in the control or management stockholder of Borrower, and (3) if the transferor is any Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of Indemnitor or any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in member or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution general partner thereof, and (2b) such a sale, transfer does not result or hypothecation of a membership, partnership or shareholder interest in change in the control or management of 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 (3b) of this sentence, with respect to any such sale, transfer or hypothecation, Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance a non-consolidation opinion or an update of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed same, in form and substance reasonably satisfactory to be a sale or encumbrance for purposes of this PARAGRAPH 15Lender, no administrative fee shall be required in connection therewithupon Lender's request to do so.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: to, (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage 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 (iii) any general partner, member or principal shareholder of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledgetransfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders; and (d) if Borrower, hypothecationany Guarantor or Indemnitor or any partner or member of Borrower, any Guarantor or Indemnitor is a limited or general partnership, limited liability company or joint venture, the change, removal or resignation of a general partner or managing partner or managing member, or the transfer or pledge of the partnership or membership interest of any direct and/or indirect ownership interests (including beneficial interests) in Borrowerpartner or member or any profits or proceeds relating to such partnership or membership interest. Notwithstanding the foregoing, provided that no Event (i) with the prior written consent of Default has occurredLender, any member in Borrower shall be permitted to transfer its membership interest to any other member in Borrower as of the following transfers shall not be deemed to be a sale or encumbrance for the purpose date of this PARAGRAPH 15: Security Instrument, (Aii) transfers of interests stock in Borrower for estate planning purposes Wellsford Real Properties, Inc. ("WRP") shall not require Lender's consent, nor shall Lender's consent be required to immediate family members (which shall be limited to a spouseany merger, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) consolidation or other combination of such party WRP or to trusts the direct or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfer, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a sale, encumbrancelease, pledge, hypothecationexchange, or transfer of less than forty-nine percent (49%) in the aggregate (which may be pursuant to one all or more transactions during the term substantially all of the Loan) assets of the direct and/or indirect ownership interests (including beneficial interests) WRP in Borrower provided that (1) Borrower shall furnish Lender with copies one transaction or in a series of any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in change in the control or management of Borrowerrelated transactions, and (3iii) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing transfers of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership ownership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of BorrowerWellsford Capital shall not require Lender's membership interests shall be vested in or pledged consent so long as Wellsford Real Properties, Inc. continues to own a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, majority interest and (2) such transfer does not result in change in the maintain management control or management of Borrower, and (3) Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee shall be required in connection therewithover Wellsford Capital.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 Article 8 shall be deemed to include, but not be limited to the following: to, (ia) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (iib) 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 mortgage security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower or (iii) any general partner of Borrower is a corporation, the voluntary or involuntary sale, encumbranceconveyance, pledge, hypothecation, transfer or transfer pledge of such corporation's stock (or the stock of any direct and/or indirect ownership corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders; (d) if Borrower is a partnership, the transfer or pledge of the partnership interests (including beneficial interests) in Borrowerheld by the general partners except that Xxxxx X. Xxxxxxx may acquire the partnership interests of any other general partner. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spousesale, parentconveyance, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfermortgage, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereofgrant, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a salebargain, encumbrance, pledge, hypothecation, assignment or transfer within the meaning of less than forty-nine percent this Article 8: (49%A} by devise or descent or by operation of law upon the death of a partner, member or stockholder of Borrower or any general partner thereof, and B) a sale, transfer or hypothecation of a partnership, shareholder or membership interest in Borrower, whichever the aggregate case may be, by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (which may be pursuant i.e., parents, spouses, siblings, children or grandchildren) of such partner, shareholder or member to one a Principal (or more transactions during a trust for the term benefit of any such persons) and (C) any transfer of any interest of the Loan) limited partners of the direct and/or indirect ownership interests (including beneficial interests) Borrower resulting in Borrower provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in a change in the control number, identity or management of Borrower, and (3) if the transferor is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtednessor, and (E) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (2) such transfer does not result in change in the control or management of Borrower, and (3) Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH 15, no administrative fee shall be required in connection therewithlimited partners.

SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH Paragraph 15 shall be deemed to include, but not limited to the following: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a mortgage in, Borrower's ’s right, title and interest in and to any Leases or any Rents; or (iii) a sale, encumbrance, pledge, hypothecation, or transfer of any direct and/or indirect ownership interests (including beneficial interests) in Borrower. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH Paragraph 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER"“Immediate Family Member”)) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' ’ prior written notice of any such permitted transfer, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a sale, encumbrance, pledge, hypothecation, or transfer of less than fortyup to ninety-nine percent (4999%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) if such Transfer exceeds forty-nine percent (49.0%) of the direct or indirect ownership interests in Borrower, such Transfer is to the REIT or to a newly formed entity that is owned and controlled by the REIT, (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (23) such transfer does not result in change in the control or management of Borrower, and (3E) if Sole Member of Borrower may transfer 100% of its interest in Borrower or Property to the transferor REIT or to a newly formed entity that is Guarantor or an entity owned and controlled by Guarantor, such transferor shall deliver to Lender within one (1) Business Day after the closing of any such transfer the net proceeds for application to the outstanding balance of the Concurrent Subordinate IndebtednessorREIT, and (EF) the issuance of new membership interests in Borrower by which an aggregate of less than forty-nine percent (49%) of the ownership of Borrower's ’s membership interests shall be vested in or pledged to a party or parties other than Guarantor, provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, and (2) such transfer does not result in change in the control or management of Borrower, and (3) Borrower shall deliver to Lender within one (1) Business Day after the closing of any such issuance the net proceeds for application to the outstanding balance of the Concurrent Subordinate Indebtedness. To the extent that the forgoing are not deemed to be a sale or encumbrance for purposes of this PARAGRAPH Paragraph 15, no administrative fee shall be required in connection therewith.