Common use of Transfers of Interests in Borrower Clause in Contracts

Transfers of Interests in Borrower. (a) No Transfers of direct or indirect interests in Borrower shall be permitted, except as provided in Section 2.3(b) and for the following: (i) after the first anniversary of the Closing Date, Transfers of indirect interests in the Borrower for bona fide family and estate planning purposes, which Transfers shall not require Lender’s consent or require the payment of a fee, provided that (w) no Event of Default has occurred and is continuing, (x) any such Transfer does not result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or 7.1(f), (y) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder, Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies, and (z) Borrower gives Lender notice of such a Transfer and copies of all instruments effecting such Transfer within thirty (30) days after the date of such Transfer; (ii) any involuntary Transfer of indirect interests in Borrower caused by operation of law or the death of any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, which Transfers shall not require Lender’s consent or require the payment of a fee, provided Borrower satisfies conditions (i)(x) through (z) immediately above; (iii) after the two (2) month anniversary of the Closing Date, Transfers of up to 49% of the limited partnership interests in Sponsor (including the interests held by Glimcher Realty Trust), which Transfers shall not require Lender’s consent or require the payment of a fee, provided that (w) no Event of Default has occurred and is continuing, (x) any such Transfer does not result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or 7.1(f), (y) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder, Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies, and (z) Borrower gives Lender at least ten (10) days advance notice of such a Transfer and copies of all instruments effecting such Transfer; (iv) provided Borrower satisfies conditions (iii)(x) through (z) immediately above, Transfers of direct or indirect ownership interests in Sponsor, which Transfers shall not require Lender's consent or require the payment of a fee, provided no party (other than Glimcher Realty Trust) may acquire five percent (5.0%) or more of the limited partnership interests in Sponsor until after the expiration of the two (2) month anniversary of the Closing Date and cumulatively any permitted Transfers under subsections 2.3(a)(iii) and (iv) shall not exceed 49% of the limited partnership interests in Sponsor; (v) Transfers of the stock in Glimcher Realty Trust, including, without limitation, Transfers through a national securities exchange such as the New York Stock Exchange, or in connection with the purchase of all of substantially all of the stock in Glimcher Realty Trust by a Qualified Equityholder, which Transfers shall not require Lender’s consent or require the payment of a fee; and (vi) a transfer of any portion of the partnership interests in Sponsor to a Qualified Equityholder that acquires all or substantially all of the assets of Glimcher Realty Trust, which transfer shall not require Lender’s consent or require the payment of a fee. (b) In addition to the foregoing, at any time after the first anniversary of the Closing Date, Transfers of indirect equity interests in Borrower shall be permitted without Lender’s consent, subject to and conditioned upon the following: (i) no Event of Default shall have occurred and be ongoing; (ii) Borrower shall have provided Lender with at least ten Business Day’s prior written notice of any such Transfer; (iii) for each such Transfer, Borrower shall have paid to Lender a transfer fee in an amount equal to 1.0% of the Principal Indebtedness, and Borrower shall have reimbursed Lender for its reasonable out-of-pocket costs and expenses incurred in connection with such Transfer; (iv) no such Transfer shall result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or 7.1(f); and (v) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder (x) a party satisfactory to Lender in its sole discretion assumes all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender and (y) Borrower shall have delivered to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies. (c) For so long as Sponsor shall continue to Control Borrower, Sponsor shall be permitted at any time after the Closing Date, and without the payment of a fee, to pledge up to 49% of the direct equity interests in Borrower as security for Sponsor’s line of credit, provided that such line of credit is (i) fully recourse to the Sponsor and (ii) secured by substantial assets of Sponsor in addition to such pledge of direct equity interests in Borrower.

Transfers of Interests in Borrower. Notwithstanding the ---------------------------------- provisions of Section 3.1, above, or Section 5.4 of the Mortgages, the holder of any direct or indirect interest in Borrower may transfer such interest to any Person if: (a) No Transfers of direct or indirect interests in Borrower shall be permitted, except as provided in Section 2.3(b) and for the followingafter giving effect to such transfer: (i) after the first anniversary Borrower will be managed and controlled (directly or indirectly) by any of the Closing Datefollowing entities (referred to herein as a "Qualified Sponsor"): (A) N'Tandem Trust, Transfers (B) any entity with which N'Tandem Trust is merged or consolidated or to which N'Tandem Trust sells or transfers all or substantially all of indirect interests its assets, or (C) an entity in which N'Tandem Trust (or its permitted successor under subsection 3.2(a)(i)(B)) is the sole general partner or managing member; (ii) an Acceptable Property Manager shall operate the Properties pursuant to a property management agreement previously approved by Lender in writing; and (iii) Chateau Communities, Inc. and/or C.P. Limited Partnership shall own not less than nine percent (9%) of the Qualified Sponsor, and shall, directly or indirectly, manage and control such Qualified Sponsor; and (b) For any transfer that results in Borrower for bona fide family being managed and estate planning purposescontrolled by a Qualified Sponsor described in Sections 3.2(a)(i)(B) or 3.2 (a) (i)(C): (i) Lender shall have received and had not less than thirty (30) days prior notice to review all documents and agreements executed or to be executed in connection with the proposed transfer, which Transfers and Lender shall not require Lender’s consent have, in its sole discretion, previously approved such transaction in writing; (ii) No Default or require the payment of a fee, provided that (w) no Event of Default has occurred and is continuing, (x) shall exist as of the date of any such Transfer does not result in a Prohibited Change transfer; (iii) No Triggering Event shall have occurred prior to the date of Control any such transfer, or an Event of Default under Sections 7.1(e) or 7.1(f), (y) if shall occur as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder, Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender transfer; and, if a Securitization has occurred, the Rating Agencies, and (z) Borrower gives Lender notice of such a Transfer and copies of all instruments effecting such Transfer within thirty (30) days after the date of such Transfer; (ii) any involuntary Transfer of indirect interests in Borrower caused by operation of law or the death of any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, which Transfers shall not require Lender’s consent or require the payment of a fee, provided Borrower satisfies conditions (i)(x) through (z) immediately above; (iii) after the two (2) month anniversary of the Closing Date, Transfers of up to 49% of the limited partnership interests in Sponsor (including the interests held by Glimcher Realty Trust), which Transfers shall not require Lender’s consent or require the payment of a fee, provided that (w) no Event of Default has occurred and is continuing, (x) any such Transfer does not result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or 7.1(f), (y) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder, Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies, and (z) Borrower gives Lender at least ten (10) days advance notice of such a Transfer and copies of all instruments effecting such Transfer; (iv) provided Borrower satisfies conditions Lender shall have been reimbursed for all reasonable costs and expenses (iii)(x) through (z) immediately above, Transfers of direct or indirect ownership interests in Sponsor, which Transfers shall not require Lender's consent or require the payment of a fee, provided no party (other than Glimcher Realty Trust) may acquire five percent (5.0%) or more of the limited partnership interests in Sponsor until after the expiration of the two (2) month anniversary of the Closing Date and cumulatively any permitted Transfers under subsections 2.3(a)(iii) and (iv) shall not exceed 49% of the limited partnership interests in Sponsor; (v) Transfers of the stock in Glimcher Realty Trust, including, without limitation, Transfers through a national securities exchange reasonable legal fees) incurred by Lender in considering, evaluating and, if applicable, permitting such as the New York Stock Exchangetransfer, or in connection with the purchase of all of substantially all of the stock in Glimcher Realty Trust by a Qualified Equityholder, which Transfers shall not require Lender’s consent or require the payment of a fee; and (vi) a transfer of any portion of the partnership interests in Sponsor to a Qualified Equityholder that acquires all or substantially all of the assets of Glimcher Realty Trust, which transfer shall not require Lender’s consent or require the payment of a fee. (b) In addition to the foregoing, at any time after the first anniversary of the Closing Date, Transfers of indirect equity interests in Borrower shall be permitted without Lender’s consent, subject to and conditioned upon the following: (i) no Event of Default shall have occurred and be ongoing; (ii) Borrower shall have provided Lender with at least ten Business Day’s prior written notice of any such Transfer; (iii) for each such Transfer, Borrower shall have paid to Lender a transfer fee in an amount equal to 1.0% of the Principal Indebtedness, and Borrower shall have reimbursed Lender for its reasonable out-of-pocket costs and expenses incurred in connection with such Transfer; (iv) no such Transfer shall result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or 7.1(f); and (v) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in to be paid by Borrower or a Single-Purpose Equityholder (x) a party satisfactory to Lender in its sole discretion assumes all obligations, liabilities, guarantees and indemnities regardless of Sponsor and any other guarantor under whether the Loan Documents pursuant to documentation satisfactory to Lender and (y) Borrower shall have delivered to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agenciestransfer takes place. (c) For so long as Sponsor shall continue to Control Borrower, Sponsor shall be permitted at any time after the Closing Date, and without the payment of a fee, to pledge up to 49% of the direct equity interests in Borrower as security for Sponsor’s line of credit, provided that such line of credit is (i) fully recourse to the Sponsor and (ii) secured by substantial assets of Sponsor in addition to such pledge of direct equity interests in Borrower.

Transfers of Interests in Borrower. (a) No Transfers of direct or indirect interests in Borrower shall be permitted, except (i) as provided in Section 2.2 and Section 2.3(b) and for the following: ); (iii) after the first anniversary of the Closing Date, Transfers of indirect interests in the Borrower for bona fide family and estate planning purposes, which Transfers shall not require Lender’s consent or require the payment of a fee, provided that (wx) no Event of Default has occurred and is continuing, (xy) any such Transfer does not result in a Prohibited Change of Control or an Event of Default under Sections 7.1(eSection 7.1(f) or 7.1(f), and (yz) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose EquityholderEquityholder (even if not constituting a Prohibited Change of Control), Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies, and (z) Borrower gives Lender notice of such a Transfer and copies of all instruments effecting such Transfer within thirty (30) days after the date of such Transfer; (ii) any involuntary Transfer of indirect interests in Borrower caused by operation of law or the death of any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, which Transfers shall not require Lender’s consent or require the payment of a fee, provided Borrower satisfies conditions (i)(x) through (z) immediately above; ; (iii) after the two (2) month anniversary of the Closing Date, Transfers of up to 49% of the limited partnership interests in Sponsor (including the interests held by Glimcher Realty Trust), which Transfers shall not require Lender’s consent or require the payment of a fee, provided that (w) no Event of Default has occurred and is continuing, (x) any such Transfer does not result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or 7.1(f), (y) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder, Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies, and (z) Borrower gives Lender at least ten (10) days advance notice of such a Transfer and copies of all instruments effecting such Transfer; (iv) provided Borrower satisfies conditions (iii)(x) through (z) immediately above, Transfers of direct or indirect ownership interests in Sponsor, which Transfers shall not require Lender's consent or require the payment of a fee, provided no party (other than Glimcher Realty Trust) may acquire five percent (5.0%) or more of the limited partnership interests in Sponsor until after the expiration of the two (2) month anniversary of the Closing Date and cumulatively any permitted Transfers under subsections 2.3(a)(iii) and (iv) shall not exceed 49% of the limited partnership interests in Sponsor; (v) Transfers of the stock in Glimcher Realty Trust, including, without limitation, Transfers through a national securities exchange such as the New York Stock Exchange, or in connection with the purchase of all of substantially all of the stock in Glimcher Realty Trust by a Qualified Equityholder, which Transfers shall not require Lender’s consent or require the payment of a fee; and and (viiv) a transfer of any portion of the partnership interests in Sponsor to a Qualified Equityholder that acquires all or substantially all of the assets of Glimcher Realty Trust, which transfer shall not require Lender’s consent or require the payment of a fee. (b) In addition to the foregoing, at any time after the first anniversary of the Closing Date, Transfers of indirect equity interests in Borrower shall be permitted without Lender’s consent, subject to and conditioned upon the following: (i) no Event of Default shall have occurred and be ongoing; (ii) Borrower shall have provided Lender with at least ten Business Day’s prior written notice of any such Transfer; (iii) for each such Transfer, Borrower shall have paid to Lender a transfer fee in an amount equal to 1.0% of the Principal Indebtedness, and Borrower shall have reimbursed Lender for its reasonable out-of-pocket costs and expenses incurred in connection with such Transfer; (iv) no such Transfer shall result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or Section 7.1(f); and (v) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder (even if not constituting a Prohibited Change of Control) (x) a party satisfactory to Lender in its sole discretion assumes all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender and (y) Borrower shall have delivered to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies. (c) For so long as Sponsor shall continue to Control Borrower, Sponsor shall be permitted at any time after the Closing Date, and without the payment of a fee, to pledge up to 49% of the direct equity interests in Borrower as security for Sponsor’s line of credit, provided that such line of credit is (i) fully recourse to the Sponsor and (ii) secured by substantial assets of Sponsor in addition to such pledge of direct equity interests in Borrower.