Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of Notwithstanding anything to the contrary contained in Section 4.2.3, the following Transfers will (herein, the “Permitted Transfers”) shall be permitted hereunder without Lender’s consent: (a) an Eligible Lease entered into in accordance with the Loan Documents; (b) a Permitted Lien or any other Lien expressly permitted under the terms of the Loan Documents; (c) a Transfer of a Property in accordance with Section 2.5; (d) a substitution of a Property for a Substitute Property in accordance with Section 2.4.3 or Section 5.3(b), as applicable; (e) the Transfer of any direct or indirect legal or beneficial interests in any Public Vehicle, including a Public Vehicle that exists on the date hereof or a Public Vehicle which acquires a direct or indirect legal or beneficial interest in Borrower and each other Loan Party after the Closing Date in accordance with the terms of this Section 7.1; (f) a Transfer of any direct or indirect interest in Borrower or any other Loan Party provided that: (i) after giving effect to such Transfer, a Qualified Transferee (A) shall own not less than fifty-one percent (51%) of the direct or indirect legal and beneficial interests in Borrower and the other Loan Parties and (B) shall continue to Control (directly or indirectly) Borrower, each other Loan Party and each SPC Party; (ii) Lender shall receive notice of any Transfer described in this Section 7.1(f) not less than (x) if the Qualified Transferee referenced in clause (i) above is not the Sponsor, ten (10) Business Days prior to the consummation thereof or (y) if the Qualified Transferee referenced in clause (i) above is the Sponsor, thirty (30) days following the consummation thereof, but the failure to deliver the notice referred to in this clause (y) shall not constitute an Event of Default under this unless such failure continues for ten (10) Business Days following notice of such failure from Lender; (iii) each of Borrower, Equity Owner GP, Equity Owner, Borrower GP and each SPC Party shall each continue to be a Special Purpose Bankruptcy Remote Entity; (iv) after giving effect to such Transfer (A) Borrower GP shall remain the sole general partner of Borrower owning not less than one percent (1.0%) of the partnership interest in Borrower, (B) Equity Owner shall remain the sole limited partner of Borrower and the sole member of Borrower GP, (C) Equity Owner GP shall remain the sole general partner of Equity Owner owning not less than one percent (1.0%) of the partnership interest in Equity Owner and (D) Borrower shall remain the sole member of any Borrower TRS; (v) the Properties shall continue to be managed by Existing Manager or by a Qualified Manager pursuant to a Replacement Management Agreement; (vi) if such Transfer shall cause more than forty-nine percent (49%) of the direct or indirect interests in Borrower, any other Loan AgreementParty or any SPC Party to be owned by any Person and its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interest in Borrower, notwithstanding any provision of Section 7.02 other Loan Party or any SPC Party prior to such Transfer, Borrower shall deliver (or cause to be delivered) to Lender a substantive non-consolidation opinion in form and substance reasonably satisfactory to Lender and satisfactory to the contrary:applicable Rating Agencies; (avii) A notwithstanding the foregoing, no Transfer to of any direct interest in Borrower or any other Loan Party which Lender has consented.constitutes a portion of the Collateral shall be permitted; and (bviii) A Transfer so long as the Loan is outstanding, (A) no pledge or other encumbrance of any direct interests in any Restricted Pledge Party (other than pledges securing the Obligations pursuant to the Collateral Documents) shall be permitted, except that a pledge of the direct ownership interests in the most upper-tier Restricted Pledge Party shall be permitted if such pledge directly or indirectly secures indebtedness that is not also directly or indirectly secured by substantial assets other than the Collateral, and (B) no Restricted Pledge Party shall issue preferred equity that has the characteristics of mezzanine debt (such as a prohibited Transfer pursuant fixed maturity date, regular payments of interest, a fixed rate of return and rights of the equity holder to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction demand repayment of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11.its investment); and (g) A a Sponsor Public Listing or a Sponsor Public Sale provided that: (i) if after giving effect to any such Sponsor Public Listing or Sponsor Public Sale, more than forty-nine percent (49%) of the direct or indirect interest in Borrower, any Loan Party or any SPC Party is owned by any Person and its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interest in Borrower, any other Loan Party or any SPC Party prior to such Transfer, Borrower shall deliver (or cause to be delivered) to Lender a substantive non-consolidation opinion in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies; (ii) each of Borrower, Equity Owner GP, Equity Owner, Borrower GP and each SPC Party shall each continue to be a Special Purpose Bankruptcy Remote Entity; (iii) after giving effect to such Transfer (A) Borrower GP shall remain the sole general partner of Borrower owning not less than one percent (1.0%) of the partnership interest in Borrower, (B) Equity Owner shall remain the sole limited partner of Borrower and the sole member of Borrower GP and (C) Equity Owner GP shall remain the sole general partner of Equity Owner owning not less than one percent (1.0%) of the partnership interest in Equity Owner; (iv) the Properties shall continue to be managed by Existing Manager or by a Qualified Manager pursuant to a Replacement Management Agreement; (v) notwithstanding the foregoing, no Transfer of obsolete any direct interest in Borrower, any other Loan Party or worn out Personalty any SPC Party shall be permitted in connection with such Sponsor Public Listing or Fixtures that are contemporaneously replaced by items Sponsor Public Sale; (vi) so long as the Loan is outstanding, (A) no pledge or other encumbrance of equal or better function and quality, which are free of Liens, encumbrances and security any direct interests in any Restricted Pledge Party (other than those created by pledges securing the Obligations pursuant to the Collateral Documents) shall be permitted, and (B) no Restricted Pledge Party shall issue preferred equity that has the characteristics of mezzanine debt (such as a fixed maturity date, regular payments of interest, a fixed rate of return and rights of the equity holder to demand repayment of its investment); (vii) in the case of a Transfer that is a Sponsor Public Listing, shareholder equity in an amount of at least Two Hundred Million and No/100 Dollars ($200,000,000) has been sold to third parties in such Sponsor Public Listing and the Public Vehicle that has been listed satisfies the Eligibility Requirements; and (viii) in the case of a Transfer that is a Sponsor Public Sale, after giving effect to such Transfer, (x) the Loan Documents Parties shall be Controlled (directly or consented to indirectly) by Lendera Qualified Transferee and (y) such Qualified Transferee shall own at least fifty-one percent (51%) of the direct or indirect legal and beneficial interests in Borrower and the other Loan Parties. (h) The creation Following a Permitted Transfer, if Sponsor (or a Person comprising Sponsor) no longer owns a majority of a mechanic’sthe direct or indirect interest in Borrower or the Properties, materialmen’s, or judgment Lien against Sponsor shall be released from the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of Sponsor Guaranty for all liability accruing after the date of creation; such Transfer, provided, however, if Borrower is diligently prosecuting such release or other remedy that the Qualified Transferee shall execute and advises deliver to Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days a replacement guaranty in substantially the same form and substance as the Sponsor Guaranty covering all liability accruing from and after the date of creation or such earlier time as Transfer (but not any which may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicablehave accrued prior thereto). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan AgreementAs used herein, notwithstanding any provision of Section 7.02 to the contrarya “Permitted Transfer” is a Transfer whereby: (ai) A Transfer to which Lender has consented.Sunoco or any of its wholly owned Affiliates will retain a combined ownership share of at least thirty percent (30%) in (y) Provider, or (z) Sun Coal & Coke Company and SunCoke Energy, Inc., or any successor(s) thereof (collectively, “Sun Coke”) (provided, however, that in such event Provider remains wholly owned by Sun Coke and/or Sun Coke’s wholly owned affiliates); or (bii) A Transfer that As of the date of such Transfer, and thereafter for the remaining balance of the Term and, as applicable, the Option Term and any Renewal Term, the (y) respective owner’s equity of Provider and Sun Coke is not a prohibited Transfer pursuant to Section 7.02. least One Hundred Million Dollars (c$100,000,000) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Leaseeach, in each case based upon current audited financial statements prepared annually in compliance accordance with Section 6.04. U.S. GAAP (fthe “Minimum Owner’s Equity”); and (z) A Condemnation the proposed Transferee provides Off-Taker with reasonable assurances that it or its designee will be able to fulfill its obligations in respect of this Agreement. Provider shall deliver or, as applicable, shall cause Sun Coke to which Borrower satisfies deliver, true and correct copies of such audited financial statements to Off-Taker not less than ten (10) calendar days prior to such Transfer and annually thereafter within ten (10) calendar days following the requirements of Section 6.11. receipt thereof by Provider and Sun Coke. Provided, however, and notwithstanding subparts (gi) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality(ii) hereof, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days as of the date of creation; providedsuch proposed Transfer, and thereafter for the remaining balance of the Term and, as applicable, the Option Term and any Renewal Term, a proposed Transfer will not be deemed to be a Permitted Transfer if either (y) such Transfer could reasonably be expected to diminish in a material manner the benefits and rights of Off-Taker under this Agreement, including without limitation the benefits with respect to the Section 48B Credit under Section 3.1(b)(iii) or the Section 45 Credits under Section 3.5, or (z) the proposed Transferee or an affiliate(s) of the proposed Transferee is a company engaged in the production of steel or the processing of steel into intermediate steel products for resale to manufacturers of end products or to wholesale distributors, where the gross revenue in respect of such proposed Transferee or its affiliate(s) in such steel production or processing business applicable to North American sales is more than one billion dollars ($1,000,000,000.00) annually (hereinafter such company is referred to as a “Competitor”), provided however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy canproposed Transfer shall not be consummated within such 60-day period, Borrower will have deemed to be a Transfer to an additional period affiliate of time (not exceeding 120 days from a Competitor if the date of creation or such earlier time as may be required by applicable law in which the lienor must act Transfer is to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower an affiliate that is a housing cooperative corporation or associationpassive investor in a Competitor, the Transfer so long as such passive investment is, and continues to be, limited to not more than five percent (5%) of the shares in the housing cooperative or the assignment ownership interests of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationsuch entity. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence Notwithstanding Sections 2.1 or 2.2, prior to such time, if it occurs, as MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners (Bermuda) L.P. and MatlinPatterson Global Opportunities Partners B.L.P. (collectively "MP") shall enter into this Agreement as Stockholders and as a holder of beneficial interests in the HMP Trust and through the Voting Covenant Expiration Date, the Stockholders and the Voting Agent may transfer any Subject Securities if (i) the proposed transferee thereof enters into this Agreement as a Stockholder (which shall be a valid and binding obligation of and enforceable against such transferee) as if an original signatory hereto agreeing to be bound by the joint covenant and grant of proxy herein with respect to the Subject Securities so Transferred (for the avoidance of doubt, the transferee will not be required to comply with this Agreement with respect to any Company Common Stock other than such Subject Securities), (ii) the proposed Transfer shall not result in or constitute (A) an assignment of Huntsman Corporation's rights and obligations under Section 12.4 of the following Transfers will not constitute an Event of Default under this Loan Purchase and Sales Agreement, notwithstanding any provision dated March 23, 1994, by and among Texaco, Inc., Texaco Limited, Texaco Overseas Holdings Inc., Texaco Chemical Company and Huntsman Corporation or (B) an assignment of Huntsman Specialty Chemical Corporation's rights and obligations under Section 7.02 to 10.4(b) of the contrary: Purchase and Sale Agreement, dated March 21, 1997, by and among Texaco Inc., Texaco Chemical Inc. and Huntsman Specialty Chemicals Corporation, and (aiii) A each such Transfer shall be effected in a manner that complies with Section 202 of the General Corporation Law of the State of Delaware (the "DGCL"). From and after such time as MP executes a voting agreement pursuant to which Lender has consented. MP, among other things, agrees to vote shares of stock of the Company beneficially owned by it and its Affiliates in favor of the Merger and the transactions contemplated by the Merger Agreement and until the Voting Covenant Expiration Date, (bx) A Transfer the Stockholders may transfer Subject Securities without limitation or restriction on the transferee (each such transferee is referred to as an "Unrestricted Transferee" and the securities so Transferred are referred to as "Unrestricted Shares") provided that after each such Transfer, the Stockholders and the HMP Trust collectively beneficially own at least the majority of the total issued and outstanding shares of Company Common Stock on a fully diluted basis (as determined at the time of such Transfer) entitled to vote at the meeting of the stockholders of the Company in respect of the Merger, the Merger Agreement and the transactions contemplated thereby (provided that, for purposes of this clause (x), any shares of stock of the Company that are currently beneficially owned by the HMP Trust are the subject of a demand registration notice served on the Company by a stockholder of the Company or are otherwise registered by the Company shall no longer be deemed to be beneficially owned by the HMP Trust on the earlier of (1) the date on which any such demand or similar notice is served upon the Company (until such time, if any, as such demand is withdrawn) and (2) the date on which any such registration statement becomes effective), and (y) the Stockholders (and any transferee of Subject Securities that is not a prohibited an Unrestricted Transferee) may Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon shares of Company Common Stock beneficially owned by the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less Stockholders (or longer if approved by Lender in writingsuch transferee) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items subject to the terms of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of this Agreement on the date of creationhereof; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or associationafter giving effect to each such proposed Transfer, the Transfer number of Subject Securities which remain subject to the terms of this Agreement (including Transferred securities as to which the transferee has complied with (ii) below) shall represent not less than a majority of the total issued and outstanding shares of Company Common Stock on a fully diluted basis (as determined at the time of such Transfer) entitled to vote at the meeting of the stockholders of the Company in respect of the housing cooperative Merger, the Merger Agreement and the transactions contemplated thereby, (ii) the proposed transferee thereof enters into this Agreement as a Stockholder (which shall be a valid and binding obligation of and enforceable against such transferee) as if an original signatory hereto agreeing to be bound by the voting covenant and grant of proxy herein with respect to such Transferred Company Common Stock (for the avoidance of doubt, the transferee will not be required to comply with this Agreement with respect to any Company Common Stock other than such Transferred Company Common Stock), (iii) the proposed Transfer shall not result in or the constitute (A) an assignment of the occupancy agreements or Leases relating thereto to tenant shareholders Huntsman Corporation's rights and obligations under Section 12.4 of the housing cooperative Purchase and Sale Agreement, dated March 23, 1994, by and among Texaco, Inc., Texaco Limited, Texaco Overseas Holdings Inc., Texaco Chemical Company and Huntsman Corporation or association. (jB) A Supplemental Instrument an assignment of Huntsman Specialty Chemical Corporation's rights and obligations under Section 10.4(b) of the Purchase and Sale Agreement, dated March 21, 1997, by and among Texaco Inc., Texaco Chemical Inc. and Huntsman Specialty Chemicals Corporation and (iv) each such Transfer shall be effected in a manner that complies with Section 11.11(if applicable) 202 of the DGCL. Any proposed Transfer made in violation of the terms and conditions of this Voting Agreement shall be null and void and shall be of no force or Defeasance that complies with Section 11.12(if applicable)effect. (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if 11.12 (if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. (i) The occurrence restrictions contained in Section 3(a) shall not apply with respect to any Transfer of Restricted Shares by any Stockholder (A) in the case of any of the following Transfers will not constitute an Event of Default under this Loan AgreementStockholder who is a natural person, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. applicable laws of descent and distribution or to any member of such Stockholder’s Family Group or to any trust established by such Stockholder for the benefit of such Stockholder’s Family Group, (cB) A Transfer that is conditionally permitted pursuant in the case of any Stockholder, to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Leaseits Affiliates, or modifying (C) in the case of Bruckmann, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co., L.P. or terminating any Non-Residential LeaseBruckmann, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. II, L.P. (in each case, if it becomes a Permitted Transferee), in a pro rata distribution to its partners; provided, in each case in compliance case, that any such transferee shall have complied with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable3(b)(ii). (kii) If applicablePrior to any proposed transferee’s acquisition of Restricted Shares pursuant to a Transfer permitted by Section 3(a)(i), in each case, unless waived in writing by the Board of Directors of the Company, or pursuant to a Preapproved Intrafamily Transfer that satisfies the requirements permitted by clause (ii) of Section 7.043(a), such proposed transferee must agree to take such Restricted Shares subject to and to be fully bound by the terms of this Agreement applicable to such Restricted Shares by executing a joinder to this Agreement substantially in the form attached hereto as Exhibit A and delivering such executed joinder to the Secretary of the Company prior to the effectiveness of such Transfer (unless such Transfer is pursuant to applicable laws of descent and distribution, in which case, such executed joinder shall be delivered to the Secretary of the Company as soon as reasonably possible after such Transfer). All transferees acquiring Restricted Shares and executing a joinder in compliance with this Section 3(b)(ii) are collectively referred to herein as “Permitted Transferees”.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation, or is being contested as otherwise provided in this Loan Agreement; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hf) The creation of a mechanic’s, materialmen’s, materialman’s or judgment Lien against the Mortgaged Property, which is released of record, bonded, record or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ig) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (jh) A Supplemental Instrument that complies with Section 11.11(if applicable) 11.11 or Defeasance that complies with Section 11.12(if applicable)11.12. (ki) If applicable, a A Preapproved Intrafamily Transfer that satisfies the requirements of pursuant to Section 7.04, if applicable.

Permitted Transfers. The occurrence (i) Subject to what may otherwise be provided in a Confirmation and notwithstanding Section 7 of this Agreement, Party A may make a Permitted Transfer (as hereinafter defined) without the prior written consent of Party B, and at Party A’s own cost and expense, if any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contraryevents occurs: (aA) A Transfer pursuant to which Lender has consentedPart 1(i)(i)(B) or (C) of this Schedule. (bB) any Tax Event or Tax Event Upon Merger exists with respect to Party A Transfer that is not a prohibited Transfer pursuant to Section 7.02at the time of the transfer. (cC) Party A Transfer acting in a commercially reasonable manner cannot comply with a Regulation AB Request (as defined below); provided, that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential LeaseParty A may, or modifying or terminating any Non-Residential Leaseat its option, in each case in compliance with Section 6.04. (f) A Condemnation lieu of making a Permitted Transfer, with respect to which Borrower satisfies a Regulation AB Request solely for information deliverable under Item 1115(b) of Regulation AB (as defined below), deliver collateral pursuant to an ISDA Credit Support Annex (in the form of the Credit Support Annex, with such conforming changes to Paragraph 13(b) and other provisions thereof as shall be necessary to effect the intent of this Part 6(a)(i)(C)) in an amount sufficient to reduce the “significance percentage” to 8% (with respect to the requirements of Section 6.11. (gItem 1115(b)(1) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicableRegulation AB) or Defeasance that complies 16% (with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies respect to the requirements of Section 7.04Item 1115(b)(2) of Regulation AB) (it being understood that posting collateral hereunder with respect to a Regulation AB Request for information deliverable under Item 1115(b)(2) will not relieve Party A of its obligations to post collateral or otherwise take the actions herein provided in respect of a Regulation AB Request for information deliverable under Item 1115(b)(1) of Regulation AB), provided, further, that such ISDA Credit Support Annex and the action taken pursuant thereto shall be approved by S&P (for so long as any Certificates are deemed outstanding under the Pooling and Servicing Agreement and rated by S&P) and Moody’s (for so long as any Certificates are deemed outstanding under the Pooling and Servicing Agreement and rated by Moody’s).

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hg) The creation of a mechanic’s, materialmenmaterialman’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ih) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (ji) A Supplemental Instrument that complies with Section 11.11(if applicable) 11.11 or Defeasance that complies with Section 11.12(if applicable)11.12. (kj) If applicable, a A Preapproved Intrafamily Transfer that satisfies the requirements of pursuant to Section 7.04, if applicable.

Permitted Transfers. The occurrence of Notwithstanding anything to the contrary contained in Section 4.2 or in any of Loan Document, the following Transfers will not constitute an Event of Default under this Loan Agreement(herein, notwithstanding any provision of Section 7.02 to the contrary“Permitted Transfers”) shall be permitted hereunder: (a) A Transfer to which Lender has consented.a Lease entered into in accordance with the Loan Documents; (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02.Permitted Encumbrance: (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction transfer of all applicable conditions.publicly traded shares in any indirect equity owner of Borrower; (d) The grant a Transfer of a leasehold any direct or indirect interest in Borrower related to or in connection with the estate planning of such transferor to (1) an individual dwelling unit for a term immediate family member of 2 years or less such interest holder (or to partnerships or limited liability companies Controlled solely by one or more of such family members) or (2) a trust established for the benefit of such immediate family member, provided that: (i) Borrower shall provide to Agent thirty (30) days prior written notice thereof; (ii) such Transfer shall not otherwise result in a change of Control of Borrower or change of the day to day management and operations of the Properties; (iii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iv) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such transferee shall be a Qualified Transferee; (v) if such Transfer shall cause the transferee together with its Affiliates to acquire or to increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%), to the extent that Agent reasonably determines that the pairings in the most recently delivered non-consolidation opinion with respect to the Loan no longer if approved by Lender apply, Borrower shall deliver to Agent a non-consolidation opinion in writing) not containing an option form and substance reasonably satisfactory to purchase.Agent and satisfactory to the applicable Rating Agencies; (e) Entering into any New Non-Residential Lease, the Transfer of direct and/or indirect interests in Borrower to Current Mezzanine Loan Lender or modifying or terminating any Non-Residential Lease, its designee in each case in compliance accordance with Section 6.04.the terms and provisions of the Intercreditor Agreement; (f) A Condemnation the Transfer of direct and/or indirect interests in Borrower to New Mezzanine Loan Lender in accordance with respect to which Borrower satisfies the requirements terms and provisions of Section 6.11.any intercreditor agreement entered into between Agent (on behalf of Lenders) and New Mezzanine Loan Lender and/or Current Mezzanine Loan Lender; (g) A a Transfer of obsolete any direct or worn out Personalty indirect interest in Borrower that occurs by devise or Fixtures bequest or by operation of law upon the death or legal incapacity of a natural person that are contemporaneously replaced was the holder of such interest, provided that: (i) Borrower shall give Agent notice of such Transfer together with copies of all instruments effecting such Transfer not less than thirty (30) days after the date of such Transfer; (ii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iii) the Properties shall continue to be managed by items a Qualified Manager or by a property manager reasonably acceptable to Agent and acceptable to the applicable Rating Agencies; (iv) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such transferee shall be a Qualified Transferee; (v) if such Transfer results in a change of equal Control of Borrower to a Person other than (A) D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (directly or better function indirectly) or (B) the estate of D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (during the pendency of the settlement by the estate of D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and qualityif such Transfer occurs as a result of the death of D▇▇▇▇ ▇▇▇▇▇▇▇▇▇) (the “Key Principal Estate”); (x) if such Transfer occurs prior to the occurrence of a Securitization, such Transfer is approved by Agent in writing within 30 days after any such Transfer, which are free approval shall not be unreasonably withheld or (y) from and after a Securitization, Borrower shall deliver a Rating Agency Confirmation from each applicable Rating Agency within sixty (60) days after any such Transfer (or such longer time as may reasonably be necessary for Borrower to obtain the Rating Agency Confirmations, provided Borrower is diligently pursuing same); and (vi) if such Transfer shall cause (x) a change of LiensControl of Borrower or (y) the transferee together with its Affiliates to acquire or to increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%), encumbrances and security interests other than those created by then, to the extent that Agent reasonably determines that the pairings in the most recently delivered non-consolidation opinion with respect to the Loan Documents or consented no longer apply, Borrower shall deliver to by Lender.Agent a non-consolidation opinion in form and substance reasonably satisfactory to Agent and the applicable Rating Agencies within thirty (30) days of Agent’s request for such non-consolidation opinion; (h) The creation provided that no Event of a mechanic’sDefault shall then exist, materialmen’s, one or judgment Lien against the Mortgaged Property, which is released more Transfers of record, bonded, any direct or otherwise remedied to Lenderindirect interest in Borrower shall be permitted without Agent’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy.consent provided that: (i) If no such Transfer shall (x) cause the transferee (other than Key Principal), together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%) or (y) result in a change in Control of Borrower; (ii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iii) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), (x) such transferee is a housing cooperative corporation Qualified Transferee and (y) Borrower shall provide to Agent thirty (30) days prior written notice thereof; (iv) after giving effect to such Transfer, (x) D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall continue to Control the day to day operations of Borrower, (y) the Key Principals collectively shall continue to own at least twenty-nine percent (29%) of all equity interests (direct or association, indirect) of Borrower and (z) D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall continue to own at least nine percent (9%) of all equity interests (direct or indirect) of Borrower; and (v) the Transfer of Properties shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Agent and acceptable to the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationapplicable Rating Agencies; (i) a Condemnation. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable).a Transfer and Assumption; and/or (k) If applicableprovided that no Event of Default shall then exist, the Transfer of up to one hundred percent (100%) of the direct or indirect interests of Borrower to a Preapproved Intrafamily newly-formed Public Vehicle, provided that (i) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (ii) the Properties shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Agent and acceptable to the applicable Rating Agencies; (iii) the Guarantors shall reaffirm the Guaranty and Environmental Indemnity Agreement; (iv) the principal purpose of the formation of such REIT was not the circumvention of the restrictions on Transfer set forth in this Agreement; and (v) D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall Control Borrower and such Public Vehicle. The Transfer of interests in such Public Vehicle during the period from the formation of such Public Vehicle until the Public Vehicle becomes publicly-listed on the New York Stock Exchange or another nationally recognized stock exchange shall be permitted hereunder provided that satisfies the other requirements of this Section 7.047.2(k) are satisfied.

Permitted Transfers. The occurrence interests of any Earn Out Seller in any Earn Out Amount or in any portion of the following Transfers will Acceleration Amount shall not constitute an Event of Default under this Loan Agreementbe assignable or transferable, notwithstanding any provision of Section 7.02 to the contrary: except: (a) A Transfer to which Lender has consented. by operation of law; (b) A in connection with a Permitted Transfer that is not a prohibited Transfer pursuant to Section 7.02. (as defined below); or (c) A Transfer that is conditionally following the first anniversary of Completion (the assignee or transferee of any assignment or transfer permitted pursuant to this Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of 2.5 being referred to as a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation“Transferee”); provided, however, if Borrower is diligently prosecuting that no assignment or transfer of any such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as interest may be required by applicable law in which the lienor must act occur pursuant to enforce the Lien) within which to obtain such release of record or consummate such other remedy. this Section 2.5: (i) If Borrower unless the Purchaser shall have received from the transferring Earn Out Seller an opinion of counsel reasonably satisfactory to the Purchaser that such assignment or transfer will not constitute or result in a violation of applicable securities Laws; (ii) if such assignment or transfer could reasonably be expected to result in any obligation to register any security under Section 12 of the Securities Exchange Act of 1934, as amended, or result in there being more than 400 holders of any security that may be created as a result of this Agreement, prior to the end of the Earn Out Period; and (iii) unless the assignee on transfer signs or delivers to the Purchaser a counterpart to this Agreement agreeing to be bound by all of the terms hereof (it being understood that any attempted assignment or transfer in violation of any part of clause “(i),” clause “(ii)” or clause “(iii)” of this sentence shall be null and void). For purposes of this Section 2.5, “Permitted Transfer” shall mean any transfer: (A) if an Earn Out Seller is an individual, upon the death of such Earn Out Seller pursuant to any will, trust or similar instrument or pursuant to the laws of descent and distribution; or (B) if the Earn Out Seller is a housing cooperative corporation corporation, trust, partnership or associationlimited liability company, the Transfer to one or more stockholders, beneficiaries, partners or members of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationsuch Earn Out Seller. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender ▇▇▇▇▇▇ has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) A Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04. (e) A Release Property Transfer or Mandatory Release Property Transfer that satisfies the requirements of Section 7.05(a) or 7.05(b), as applicable. (f) A Transfer that satisfies the requirements of Section 7.06. (g) The grant of a leasehold interest in an individual dwelling residential unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (eh) Entering into any New Non-Residential Lease, A Transfer of a Mortgaged Property that has been released from the applicable Security Instrument pursuant to Section 6.10(j) or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.046.12(c). (fi) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (gj) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hk) The creation of a mechanic’s, materialmen’s, ’s or judgment Lien against the any Mortgaged Property, Property which is released of record, bonded, bonded or otherwise remedied to Lender’s satisfaction within 60 days of after the date of creationcreation or is being contested as otherwise provided in this Loan Agreement; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor lienholder must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consentedconsented in Lender’s sole discretion (without limiting Lender’s sole discretion, Lender will not consent to a Transfer while an Event of Default exists) so long as Lender has received (i) a $5,000 review fee as a condition of Lender’s considering any proposed Transfer, (ii) a transfer fee in an amount equal to 1% of the unpaid principal balance of the Indebtedness immediately before the Transfer as a condition of Lender’s consent to the proposed Transfer, (iii) reimbursement for all of Lender’s out-of-pocket costs (including reasonable Attorney’s Fees and Costs) incurred in reviewing the Transfer request and any fees charged by the Rating Agencies, (iv) if any certificates evidencing the Securitization remain outstanding, a Rating Confirmation, (v) evidence satisfactory to Lender that the transferee and any SPE Equity Owner of such transferee meet the requirements of Section 6.13, and (vi) such legal opinions from the transferee’s counsel as Lender deems necessary, including an opinion that the transferee and any SPE Equity Owner is in compliance with Section 6.13, a nonconsolidation opinion (if a nonconsolidation opinion was delivered at origination of the Loan and if required by Lender), an opinion that the assignment and assumption of the Loan Documents has been duly authorized, executed, and delivered and that the assignment documents and the Loan Documents are enforceable as the obligation of the transferee. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hf) The creation of a mechanic’s, materialmenmaterialman’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, record or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ig) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (jh) A Supplemental Instrument that complies with Section 11.11(if applicable) 12.11 or Defeasance that complies with Section 11.12(if applicable)12.12. (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of (a) Subject to Section 6.03(b), the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contraryshall be permitted: (ai) A at any time, any Transfer by a Holder of its Ordinary Shares to which Lender a wholly owned Affiliate of such Holder so long as the Transferor commits in writing to remain responsible for any then existing commitments it owes to the Company and such Transfer does not adversely affect any rights of the Company or any Company Subsidiary that would be otherwise available; provided, however, that in the event that the Transferee under this Section 6.04(a)(i) is no longer a wholly owned Affiliate of the Transferor, the Transferor will cause such Transferee to Transfer its Ordinary Shares back to the Transferor (or another wholly owned Affiliate of the Transferor) and pending such Transfer, the Transferee shall execute such documents as may be necessary to convey to the other Holder all voting and other governance rights with respect to the Company that such Transferee has consentedin its capacity as a Holder; (ii) at any time, any Transfer by a Holder with the prior written consent of the other Holder; and (iii) at any time after the tenth anniversary of the date of Closing (the period from the date of Closing to such tenth anniversary, the “Restricted Period”), any Transfer by a Holder of all but not less than all of its Ordinary Shares to any other Person, subject, prior to the consummation of an IPO of the Company in accordance with Section 6.06, to the provisions of Section 6.05. (b) A Transfer Any permitted Transferee that is not receives Ordinary Shares in accordance with this Section 6.04 (each, a prohibited Transfer “Permitted Transferee”) shall, as a condition precedent to receiving such shares, execute an appropriate amendment to this Agreement in accordance with Section 9.08, pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant which such Permitted Transferee agrees to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of become a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Leaseparty to, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created be bound by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’sterms and conditions of, materialmen’sthis Agreement, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as it may be required by applicable law in which the lienor must act amended from time to enforce the Lien) within which to obtain such release of record or consummate such other remedytime. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence interests of any Earn Out Seller in any Earn Out Amount or in any portion of the following Transfers will Acceleration Amount shall not constitute an Event of Default under this Loan Agreementbe assignable or transferable, notwithstanding any provision of Section 7.02 to the contrary: except: (a) A Transfer to which Lender has consented. by operation of law; (b) A in connection with a Permitted Transfer that is not a prohibited Transfer pursuant to Section 7.02. (as defined below); or (c) A Transfer that is conditionally following the first anniversary of Completion (the assignee or transferee of any assignment or transfer permitted pursuant to this Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of 2.5 being referred to as a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; “Transferee”); provided, however, if Borrower is diligently prosecuting that no assignment or transfer of any such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as interest may be required by applicable law in which the lienor must act occur pursuant to enforce the Lien) within which to obtain such release of record or consummate such other remedy. this Section 2.5: (i) If Borrower unless the Purchaser shall have received from the transferring Earn Out Seller an opinion of counsel reasonably satisfactory to the Purchaser that such assignment or transfer will not constitute or result in a violation of applicable securities Laws; (ii) if such assignment or transfer could reasonably be expected to result in any obligation to register any security under Section 12 of the Securities Exchange Act of 1934, as amended, or result in there being more than 400 holders of any security that may be created as a result of this Agreement, prior to the end of the Earn Out Period; and (iii) unless the assignee on transfer signs or delivers to the Purchaser a counterpart to this Agreement agreeing to be bound by all of the terms hereof (it being understood that any attempted assignment or transfer in violation of any part of clause “(i),” clause “(ii)” or clause “(iii)” of this sentence shall be null and void). For purposes of this Section 2.5, “Permitted Transfer” shall mean any transfer: (A) if an Earn Out Seller is an individual, upon the death of such Earn Out Seller pursuant to any will, trust or similar instrument or pursuant to the laws of descent and distribution; or (B) if the Earn Out Seller is a housing cooperative corporation corporation, trust, partnership or associationlimited liability company, the Transfer to one or more stockholders, beneficiaries, partners or members of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationsuch Earn Out Seller. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence Notwithstanding the provisions (a) of any of this Section 2.7, the following Transfers will not constitute an Event by the Borrower are permitted without the consent of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary▇▇▇▇▇▇ ▇▇▇: (a) A Transfer to which Lender has consentedthat occurs by inheritance, devise, or bequest or by operation of law upon the death of a natural person who is an owner of any Mortgaged Property or the owner of a direct or indirect ownership interest in any Borrower. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years units or less (or longer if approved by Lender commercial spaces in writing) not containing an option to purchaseaccordance with the Security Instrument. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (fc) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer sale or other disposition of obsolete or worn out Personalty or Fixtures that are personal property which is contemporaneously replaced by items comparable personal property of equal or better function greater value which is free and quality, which are free clear of Liensliens, encumbrances and security interests other than those created by the Borrower Documents. (d) The creation of a mechanic’s or materialmen’s lien or judgment lien against any Mortgaged Property which is released of record or otherwise remedied to Loan Documents Servicer’s satisfaction within 30 days of the date of creation. (e) The grant of an easement, if prior to the granting of the easement, any Borrower shall cause to be submitted to ▇▇▇▇▇▇ ▇▇▇ all information required by ▇▇▇▇▇▇ Mae to evaluate the easement, and if ▇▇▇▇▇▇ ▇▇▇ consents to such easement based upon ▇▇▇▇▇▇ Mae’s determination that the easement will not materially affect the operation of any Mortgaged Property or consented ▇▇▇▇▇▇ Mae’s interest in such Mortgaged Property and such Borrower pays to ▇▇▇▇▇▇ Mae, on demand, all reasonable costs and expenses incurred by Lender▇▇▇▇▇▇ ▇▇▇ in connection with reviewing such Borrower’s request. ▇▇▇▇▇▇ Mae shall not unreasonably withhold its consent to or withhold its agreement to subordinate the lien of any Security Instrument to (A) the grant of a utility easement serving any Mortgaged Property to a publicly operated utility, or (B) the grant of an easement related to expansion or widening of roadways, provided that any such easement is in form and substance reasonably acceptable to ▇▇▇▇▇▇ ▇▇▇ and does not materially and adversely affect the access, use or marketability of any Mortgaged Property. (f) The Transfer of shares of common stock, limited partnership interests or other beneficial or ownership interest or other forms of securities in the Key Principal or the OP, and the issuance of all varieties of convertible debt, equity and other similar securities of the Key Principal or the OP, and the subsequent Transfer of such securities; provided, however, that no Change in Control occurs as a result of such Transfer, either upon such Transfer or upon the subsequent conversion to equity or such convertible debt or other securities. (g) The Transfer of limited partnership interests by the limited partners of any Borrower, including, without limitation, the conversion or exchange of limited partnership interests in any Borrower to shares of common stock or other beneficial or ownership interests or other forms of securities in the Key Principal; provided, however, that no Change in Control occurs as the result of such Transfer. (h) The creation issuance by any Borrower of a mechanic’sadditional limited partnership units or convertible debt, materialmen’sequity and other similar securities, and the subsequent Transfer of such units or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creationother securities; provided, however, if Borrower is diligently prosecuting that no Change in Control occurs as the result of such release Transfer, either upon such Transfer or upon the subsequent conversion to equity of such convertible debt or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedysecurities. (i) If A merger with or acquisition of another entity by any Borrower, provided that (A) such Borrower is a housing cooperative corporation the surviving entity after such merger or associationacquisition, the Transfer (B) no Change in Control occurs, and (C) such merger or acquisition does not result in an Event of the shares Default, as such terms are defined in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationthis Agreement. (j) A Supplemental Instrument that complies Transfer in connection with Section 11.11(if applicable) any substitution or Defeasance that complies with Section 11.12(if applicable)release pursuant to the terms and conditions of Article VI of this Agreement. (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of a Lease entered into in accordance with the following Transfers will not constitute an Loan Documents, (ii) a Permitted Encumbrance, (iii) a Transfer and Assumption or (iv) provided that no Default or Event of Default under this Loan Agreementshall then exist, notwithstanding any provision a Transfer of Section 7.02 an interest in Borrower provided that (A) such Transfer shall not (x) cause the transferee (other than Key Principal), together with its Affiliates, to acquire Control of Borrower or to increase its direct or indirect interest in Borrower to an amount which equals or exceeds 49% or (y) result in Borrower no longer being Controlled by Key Principal(s), (B) after giving effect to such Transfer, Key Principal(s) shall continue to own at least 51% of all equity interests (direct or indirect) in Borrower, (C) Borrower shall give Lender notice of such Transfer together with copies of all instruments effecting such Transfer not less than 10 days prior to the contrary: date of such Transfer, and (aD) A the legal and financial structure of Borrower and its members and the single purpose nature and bankruptcy remoteness of Borrower and its members after such Transfer, shall satisfy Lender’s then current applicable underwriting criteria and requirements or (v) provided that no Default or Event of Default shall then exist, a Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold an interest in Borrower which shall cause the transferee to increase its direct or indirect interest in Borrower to an individual dwelling unit for amount which equals or exceeds 49% or which results in a term change of 2 years or less Control of Borrower, provided that (or longer if A) such Transfer is first approved by Lender in writingits sole and absolute discretion, and (B) not containing an option if such Transfer occurs after a Secondary Market Transaction, Borrower, at its sole cost and expense, shall have (1) delivered (or caused to purchase. be delivered) to Lender, a Rating Comfort Letter, (e2) Entering into any New Non-Residential Leasedelivered (or caused to be delivered) to Lender and the applicable Rating Agencies, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation a substantive non consolidation opinion with respect to which Borrower satisfies in form and substance satisfactory to Lender and the requirements of Section 6.11. applicable Rating Agencies and (g3) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced reimbursed Lender for all reasonable expenses incurred by items of equal or better function and qualityit in connection with such Transfer. Person: any individual, which are free of Lienscorporation, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’spartnership, materialmen’slimited liability company, or judgment Lien against the Mortgaged Propertyjoint venture, which is released of recordestate, bondedtrust, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or unincorporated association, the Transfer any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of the shares in the housing cooperative or the assignment any of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationthe” foregoing. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence Subject to the conditions and restrictions set forth in Section 9.3, an Investor Partner or Unit Holder may at any time Transfer all or any portion of any of his or her Units subject to the following Transfers will not constitute an Event of Default under conditions precedent (any such Transfer being referred to in this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary:Agreement as a “Permitted Transfer”): (a) A Except in the case of a Transfer of Units at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to which Lender has consentedthe Partnership such documents and instruments of conveyance as may be appropriate in the opinion of counsel to the Partnership or the Managing General Partner to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 9. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) A Except in the case of a Transfer at death or involuntarily by operation of law, the transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be satisfactory to the Partnership, that is the Transfer will not result in the Partnership being considered to be a prohibited Transfer pursuant to publicly traded partnership for purposes of Section 7.027704 of the Code. (c) A Transfer that is conditionally permitted pursuant The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number, sufficient information to Section 7.03 upon determine the satisfaction transferee’s initial tax basis in the Units transferred, and any other information desirable or reasonable in the opinion of the Managing General Partner to permit the Partnership to file all applicable conditionsrequired federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information. (d) The grant Except in the case of a leasehold interest in Transfer at death or involuntarily by operation of law, either (i) such Transfer shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (ii) the transferor shall provide an individual dwelling unit for a term opinion of 2 years or less (or longer if approved by Lender in writing) counsel, which opinion and counsel shall be satisfactory to the Partnership, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not containing an option to purchaseviolate any applicable laws regulating the Transfer of securities. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with A transferee shall be admitted as an Investor Partner on the first day of the following month after the Managing General Partner deems the proposed transfer to qualify as a Permitted Transfer pursuant to this Section 6.049.2. (f) A Condemnation with respect to which Borrower satisfies In the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation case of a mechanic’stransfer of Units to the Managing General Partner, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days including any such transfer following an exercise of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act Managing General Partner’s rights pursuant to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or associationSection 4.5 hereof, the Transfer Managing General Partner on behalf of the shares in the housing cooperative or the assignment Partnership may waive any of the occupancy agreements terms or Leases relating thereto to tenant shareholders of the housing cooperative or associationconditions set forth in this Section 9. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of Notwithstanding anything to the contrary herein, the following transfers and events (individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”) shall not be deemed Prohibited Transfers will and shall not constitute an Event require the prior written consent of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contraryLender: (a) A Transfer to which Lender has consented. a Sale or Pledge (but not a pledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) A Transfer the Sale or Pledge (but not a pledge or encumbrance, other than a pledge of, in one or a series of transactions, not more than 49% of the ownership interests in a Restricted Party provided that such pledge is not (1) a prohibited Transfer pursuant to Section 7.02. pledge of any direct interests in Mortgage Borrower or Borrower and (2) made in connection with a mezzanine loan or any debt disguised as equity), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (c) A Transfer any issuance of “accommodation shares” by (or any transfer of “accommodation shares” in) any direct or indirect owner of Guarantor that is conditionally permitted pursuant has elected (or intends to elect) to be treated as a real estate investment trust (for purposes of this provision, “accommodation shares” shall mean up to $125,000 in preferred shares (or such greater amount as hereinafter may be required under Section 7.03 upon 856 of the satisfaction IRS Code) issued by such direct or indirect owner of all applicable conditions. Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code), (d) The grant the sale, transfer or issuance of shares of common stock in any Restricted Party that is a leasehold interest in an individual dwelling unit for a term publicly traded entity, provided such accommodation shares or shares of 2 years common stock, as applicable, are listed on the Toronto Stock Exchange, the New York Stock Exchange, or less (or longer if approved by Lender in writing) not containing an option to purchase. another nationally recognized stock exchange, (e) Entering into the pledge of any New Non-Residential Lease, interest in Borrower in connection with the Mezzanine B Loan and the exercise of any rights or modifying or terminating any Non-Residential Leaseremedies Mezzanine B Lender may have in connection with the Mezzanine B Loan, in each case in compliance accordance with Section 6.04. and subject to the terms of the Intercreditor Agreement, as applicable, or (f) A Condemnation the Sale or Pledge of any interest in Affiliated Manager so long as Affiliated Manager is Controlled by or under common Control with BAM and/or BPY; (provided, that, the foregoing provisions of clauses (a), (b), (c), (d), (e) and (f) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to which the transfers listed in clauses (a), (b), (c) and/or (f) above, (A) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 10% or greater (direct or indirect) equity interest in Borrower satisfies (unless such transferee together with its Affiliates owned 10% or more prior to such transfer), Lender shall receive, unless otherwise waived by Lender in its sole discretion, not less than ten (10) Business Days prior written notice of such transfers with respect to any domestic Person or not less than thirty (30) days prior written notice of such transfer with respect to any foreign Person (provided, that, for purposes of clarification, with respect to the requirements transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required ten (10) days prior to the consummation of Section 6.11. the applicable transfers made as a result of probate or similar process following such death (gas opposed to prior notice of the applicable death)); (B) A Transfer no such transfers shall result in a change in Control of obsolete Guarantor or worn out Personalty Affiliated Manager; (C) after giving effect to such transfers, the Minimum Ownership/Control Test shall continue to be satisfied; (D) after giving effect to such transfers, the Property shall continue to be managed by Manager or Fixtures a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be, unless otherwise waived by Lender in its sole discretion, conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) to the extent that are contemporaneously replaced by items a Non-Consolidation Opinion was previously delivered, in the case of equal (1) the transfer of the management of the Property (or better function any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and qualityconditions hereof, which are free of Liens, encumbrances and security interests other than those created by (2) the Loan Documents or consented to by Lender. (h) The creation addition and/or replacement of a mechanic’sGuarantor in accordance with the applicable terms and conditions hereof and of the Guaranty or (3) the transfer of any equity ownership interests that results in any Person (individually or together with its Affiliates) owning more than forty-nine percent (49%) of the direct or indirect interests in Borrower or in any SPE Component Entity and such Person (individually or together with its Affiliates) did not own more than forty-nine percent (49%) of the direct or indirect interests in Borrower previously, materialmen’ssuch transfers shall be, or judgment Lien against unless otherwise waived by Lender in its sole discretion, conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the Mortgaged Propertyequity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, which is released of record, bonded, or otherwise remedied to upon Lender’s satisfaction within 60 days request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of creationthe consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; provided(H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (I) if a transfer results in (1) the transferee owning direct or indirect interest in a Borrower in an amount which equals or exceeds ten percent (10%) (unless such transferee together with its Affiliates owned a direct or indirect interest in Borrower equal to or exceeding ten percent (10%) prior to such Transfer) or (2) a change of Control of Borrower or Guarantor, howeverLender shall have received “KYC” searches (in form, if Borrower is diligently prosecuting such release or other remedy scope and advises Lender that such release or remedy cannot be consummated within such 60-day periodsubstance and from a provider, in each case, determined by and reasonably acceptable to Lender). Upon request from Lender, Borrower will have an additional period shall promptly provide Lender with a revised version of time (not exceeding 120 days from the date organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3. Notwithstanding anything to the contrary contained in this Section 6.3, at all times during the term of creation or such earlier time as may the Loan, the Minimum Ownership/Control Test shall be required to be complied with. Borrower shall pay to Lender all actual out-of-pocket costs and expenses incurred by applicable law Lender in which the lienor must act connection with any transfer pursuant to enforce the Lien) within which to obtain such release of record or consummate such other remedythis Section 6.3. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hg) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ih) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (ji) A Supplemental Instrument that complies with Section 11.11(if applicable) 11.11 or Defeasance that complies with Section 11.12(if applicable)11.12. (kj) If applicable, a A Preapproved Intrafamily Transfer that satisfies the requirements of pursuant to Section 7.04, if applicable.

Permitted Transfers. The occurrence of any of Notwithstanding anything to the contrary herein, the following transfers and events (individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”) shall not be deemed Prohibited Transfers will and shall not constitute an Event require the prior written consent of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contraryAdministrative Agent: (a) A Transfer to which Lender has consented. a Sale or Pledge (but not a pledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) A Transfer the Sale or Pledge (but not a pledge or encumbrance, other than a pledge of, in one or a series of transactions, not more than 49% of the ownership interests in a Restricted Party provided that such pledge is not (1) a prohibited Transfer pursuant to Section 7.02. pledge of any direct interests in Borrower or Mezzanine A Borrower and (2) made in connection with a mezzanine loan or any debt disguised as equity), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (c) A Transfer any issuance of “accommodation shares” by (or any transfer of “accommodation shares” in) any direct or indirect owner of Guarantor that is conditionally permitted pursuant has elected (or intends to elect) to be treated as a real estate investment trust (for purposes of this provision, “accommodation shares” shall mean up to $125,000 in preferred shares (or such greater amount as hereinafter may be required under Section 7.03 upon 856 of the satisfaction IRS Code) issued by such direct or indirect owner of all applicable conditions. Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code), (d) The grant the sale, transfer or issuance of shares of common stock in any Restricted Party that is a leasehold interest in an individual dwelling unit for a term publicly traded entity, provided such accommodation shares or shares of 2 years common stock, as applicable, are listed on the Toronto Stock Exchange, the New York Stock Exchange, or less (or longer if approved by Lender in writing) not containing an option to purchase. another nationally recognized stock exchange, (e) Entering into the pledge of any New Non-Residential Lease, interest in Borrower in connection with the Mezzanine A Loan and the exercise of any rights or modifying remedies Mezzanine A Lender may have under the Mezzanine A Loan Documents and the pledge of any interest in Mezzanine A Borrower in connection with the Mezzanine B Loan and the exercise of any rights or terminating any Non-Residential Leaseremedies Mezzanine B Lender may have in connection with the Mezzanine B Loan, in each case in compliance accordance with Section 6.04. and subject to the terms of the Intercreditor Agreement, as applicable, or (f) A Condemnation the Sale or Pledge of any interest in Affiliated Manager so long as Affiliated Manager is Controlled by or under common Control with BAM and/or BPY; (provided, that, the foregoing provisions of clauses (a), (b), (c), (d), (e) and (f) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to which the transfers listed in clauses (a), (b), (c) and/or (f) above, (A) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 10% or greater (direct or indirect) equity interest in Borrower satisfies (unless such transferee together with its Affiliates owned 10% or more prior to such transfer), Administrative Agent shall receive, unless otherwise waived by Administrative Agent in its sole discretion, not less than ten (10) Business Days prior written notice of such transfers with respect to any domestic Person or not less than thirty (30) days prior written notice of such transfer with respect to any foreign Person (provided, that, for purposes of clarification, with respect to the requirements transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required ten (10) days prior to the consummation of Section 6.11. the applicable transfers made as a result of probate or similar process following such death (gas opposed to prior notice of the applicable death)); (B) A Transfer no such transfers shall result in a change in Control of obsolete Guarantor or worn out Personalty Affiliated Manager; (C) after giving effect to such transfers, the Minimum Ownership/Control Test shall continue to be satisfied; (D) after giving effect to such transfers, the Property shall continue to be managed by Manager or Fixtures a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be, unless otherwise waived by Administrative Agent in its sole discretion, conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) to the extent that are contemporaneously replaced by items a Non-Consolidation Opinion was previously delivered, in the case of equal (1) the transfer of the management of the Property (or better function any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and qualityconditions hereof, which are free of Liens, encumbrances and security interests other than those created by (2) the Loan Documents or consented to by Lender. (h) The creation addition and/or replacement of a mechanic’sGuarantor in accordance with the applicable terms and conditions hereof and of the Guaranty or (3) the transfer of any equity ownership interests that results in any Person (individually or together with its Affiliates) owning more than forty-nine percent (49%) of the direct or indirect interests in Borrower or in any SPE Component Entity and such Person (individually or together with its Affiliates) did not own more than forty-nine percent (49%) of the direct or indirect interests in Borrower previously, materialmen’ssuch transfers shall be, or judgment Lien against unless otherwise waived by Administrative Agent in its sole discretion, conditioned upon delivery to Administrative Agent of a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the Mortgaged Propertyequity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, which is released of recordupon Administrative Agent’s request, bonded, or otherwise remedied Borrower shall deliver to LenderAdministrative Agent an Officer’s satisfaction within 60 days Certificate containing such updated representations effective as of the date of creationthe consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; provided(H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (I) if a transfer results in (1) the transferee owning direct or indirect interest in a Borrower in an amount which equals or exceeds ten percent (10%) (unless such transferee together with its Affiliates owned a direct or indirect interest in Borrower equal to or exceeding ten percent (10%) prior to such transfer) or (2) a change of Control of Borrower or Guarantor, howeverAdministrative Agent shall have received “KYC” searches (in form, if Borrower is diligently prosecuting such release or other remedy scope and advises Lender that such release or remedy cannot be consummated within such 60-day periodsubstance and from a provider, in each case, determined by and reasonably acceptable to Administrative Agent). Upon request from Administrative Agent, Borrower will have an additional period shall promptly provide Administrative Agent with a revised version of time (not exceeding 120 days from the date organizational chart delivered to Administrative Agent in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3. Notwithstanding anything to the contrary contained in this Section 6.3, at all times during the term of creation or such earlier time as may the Loan, the Minimum Ownership/Control Test shall be required to be complied with. Borrower shall pay to Administrative Agent all actual out-of-pocket costs and expenses incurred by applicable law Administrative Agent and Lenders in which the lienor must act connection with any transfer pursuant to enforce the Lien) within which to obtain such release of record or consummate such other remedythis Section 6.3. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of Notwithstanding anything to the contrary contained in Section 4.2 or in any of Loan Document, the following Transfers will not constitute an Event of Default under this Loan Agreement(herein, notwithstanding any provision of Section 7.02 to the contrary“Permitted Transfers”) shall be permitted hereunder: (a) A Transfer to which Lender has consented.a Lease entered into in accordance with the Loan Documents; (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02.Permitted Encumbrance; (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction transfer of all applicable conditions.publicly traded shares on a nationally or internationally recognized stock exchange in any indirect equity owner of Borrower; (d) The grant a Transfer of a leasehold any direct or indirect interest in Borrower related to or in connection with the estate planning of such transferor to (1) an individual dwelling unit for a term immediate family member of 2 years or less such interest holder (or to partnerships or limited liability companies Controlled solely by one or more of such family members) or (2) a trust established for the benefit of such immediate family member, provided that: (i) Borrower shall provide to Agent thirty (30) days prior written notice thereof; (ii) such Transfer shall not otherwise result in a change of Control of Borrower or change of the day to day management and operations of the Properties; (iii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iv) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such transferee shall be a Qualified Transferee; (v) if such Transfer shall cause the transferee together with its Affiliates to acquire or to increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%), to the extent that Agent reasonably determines that the pairings in the most recently delivered non-consolidation opinion with respect to the Loan no longer if approved by Lender apply, Borrower shall deliver to Agent a non-consolidation opinion in writing) not containing an option form and substance reasonably satisfactory to purchase.Agent and satisfactory to the applicable Rating Agencies; (e) Entering into any New Non-Residential Lease, the Transfer of direct and/or indirect interests in Borrower to Current Mezzanine Loan Lender or modifying or terminating any Non-Residential Lease, its designee in each case in compliance accordance with Section 6.04.the terms and provisions of the Intercreditor Agreement; (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11.intentionally omitted; (g) A a Transfer of obsolete any direct or worn out Personalty indirect interest in Borrower that occurs by devise or Fixtures bequest or by operation of law upon the death or legal incapacity of a natural person that are contemporaneously replaced was the holder of such interest, provided that: (i) Borrower shall give Agent notice of such Transfer together with copies of all instruments effecting such Transfer not less than thirty (30) days after the date of such Transfer; (ii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iii) the Properties shall continue to be managed by items a Qualified Manager or by a property manager reasonably acceptable to Agent and acceptable to the applicable Rating Agencies; (iv) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such transferee shall be a Qualified Transferee; (v) if such Transfer results in a change of equal Control of Borrower to a Person other than (A) D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (directly or better function indirectly) or (B) the estate of D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (during the pendency of the settlement by the estate of D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and qualityif such Transfer occurs as a result of the death of D▇▇▇▇ ▇▇▇▇▇▇▇▇▇) (the “Key Principal Estate”); (x) if such Transfer occurs prior to the occurrence of a Securitization, such Transfer is approved by Agent in writing within 30 days after any such Transfer, which are free approval shall not be unreasonably withheld or (y) from and after a Securitization, Borrower shall deliver a Rating Agency Confirmation from each applicable Rating Agency within sixty (60) days after any such Transfer (or such longer time as may reasonably be necessary for Borrower to obtain the Rating Agency Confirmations, provided Borrower is diligently pursuing same); and (vi) if such Transfer shall cause (x) a change of LiensControl of Borrower or (y) the transferee together with its Affiliates to acquire or to increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%), encumbrances and security interests other than those created by then, to the extent that Agent reasonably determines that the pairings in the most recently delivered non-consolidation opinion with respect to the Loan Documents or consented no longer apply, Borrower shall deliver to by Lender.Agent a non-consolidation opinion in form and substance reasonably satisfactory to Agent and the applicable Rating Agencies within thirty (30) days of Agent’s request for such non-consolidation opinion; (h) The creation provided that no Event of a mechanic’sDefault shall then exist, materialmen’s, one or judgment Lien against the Mortgaged Property, which is released more Transfers of record, bonded, any direct or otherwise remedied to Lenderindirect interest in Borrower shall be permitted without Agent’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy.consent provided that: (i) If no such Transfer shall (x) cause the transferee (other than Key Principal), together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%) or (y) result in a change in Control of Borrower; (ii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iii) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), (x) such transferee is a housing cooperative corporation Qualified Transferee and (y) Borrower shall provide to Agent thirty (30) days prior written notice thereof; (iv) after giving effect to such Transfer, (x) D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall continue to Control the day to day operations of Borrower, (y) the Key Principals collectively shall continue to own at least twenty-nine percent (29%) of all equity interests (direct or association, indirect) of Borrower and (z) D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall continue to own at least nine percent (9%) of all equity interests (direct or indirect) of Borrower; and (v) the Transfer of Properties shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Agent and acceptable to the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationapplicable Rating Agencies; (i) a Condemnation. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable).a Transfer and Assumption; and/or (k) If applicable, the Transfer of interests in a Preapproved Intrafamily Transfer that satisfies Public Vehicle during the requirements period from the formation of Section 7.04such Public Vehicle until the Public Vehicle becomes publicly-listed on the New York Stock Exchange or another nationally recognized stock exchange shall be permitted hereunder.

Permitted Transfers. The occurrence (a) Notwithstanding the prohibitions regarding Transfers, transfer of shares in Corporate Office Properties Trust ("COPT"), an affiliate of Grantor and the Borrower, and transfers of limited partnership interests and pledges of both general and limited partnership interests in the Borrower, (each, a "Permitted Transfer") may occur without Lender's prior consent, provided that the following conditions are met: (i) at all times COPT remains the sole general partner in the Borrower and Borrower delivers to lender on a quarterly basis notices of changes in the ownership interests of limited partners owning one percent (1%) or more of the Borrower; and (ii) a Permitted Transfer does not permit a disposition in a single transfer or a series of related transfers of all or substantially all of the shares of COPT or of all of the limited partnership interests in the Borrower and does not permit a merger of COPT with one or more entities without Lender's prior written consent unless COPT is the surviving and controlling entity or unless such successor is a real estate company having the same standards of professional expertise and net worth as that of COPT as of the date of this Deed of Trust or as of the date immediately prior to the Transfer, whichever is greater; (iii) at least 30 days prior to the proposed Permitted Transfer (other than transfers of shares of COPT on the open market or of any limited partnership interests in the Borrower), Grantor or Borrower delivers to Lender a notice that is sufficiently detailed to enable Lender to determine that the proposed Permitted Transfer complies with the terms of this Section; (iv) there is no default under the Financing Documents either when Lender receives the notice or when the proposed Permitted Transfer occurs; (v) the proposed Permitted Transfer (other than transfers of shares of COPT on the open market or of any limited partnership interests in the Borrower) will not result in a violation of any of the following Transfers covenants contained in the Section entitled, "ERISA Compliance" and Grantor or Borrower will not constitute an Event deliver to Lender such documentation of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary:compliance as Lender requests in its sole discretion; (avi) A other than in instances of transfers of shares in COPT or of transfers of any limited partnership interests in the Borrower, when Lender receives the notice and when the proposed Permitted Transfer occurs, the transferee (other than a transferee that is a publicly traded entity) has never been an adverse party to Lender in any litigation to which Lender was a party; the transferee has consented. (b) A Transfer that is not never defaulted on a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years loan from Lender or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into on any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release contract or other remedy agreement with Lender; and advises the transferee has never threatened litigation against Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period (for purposes of time (not exceeding 120 days from this subsection "transferee" includes the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicabletransferee's constituent entities at all levels and "Lender" includes Lender's subsidiaries). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.;

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hg) The creation of a mechanic’s's, materialmen’smaterialman' s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s 's satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ih) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (ji) A Supplemental Instrument that complies with Section 11.11(if applicable) 11.11 or Defeasance that complies with Section 11.12(if applicable)11.12. (kj) If applicable, a A Preapproved Intrafamily Transfer that satisfies the requirements of pursuant to Section 7.04, if applicable.

Permitted Transfers. The occurrence of any of For so long as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Grocery Center Operating Partnership I, L.P. is the Principal under the Loan and [_________] LLC is Borrower under the Loan, the following Transfers will shall not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: Prohibited Transfers (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally and by virtue thereof shall be permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to hereunder without Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy.approval): (i) If Borrower the listing of REIT Shares on an Exchange (the "REIT Listing"); provided that (A) REIT satisfies all of the listing requirements of the SEC at the time of and as a condition of the REIT Listing, including, but not limited to, the net worth requirements, and (B) the REIT Listing does not result in or cause a Change of Control; (ii) without limiting subparagraph (iii) of this Section 5.02(a), Transfers, issuances or redemptions of any REIT Shares (each, a "REIT Share Transfer"); provided that (A) at the time of such REIT Share Transfer, the REIT Shares are listed on an Exchange, and (B) the REIT Share Transfer does not result in or cause a Change of Control; (iii) any REIT Share Transfers, issuances or redemptions during the period prior to the REIT Listing (i.e., while REIT is a housing cooperative corporation public entity but a non-listed entity) that are made in accordance with REIT's charter and other governing documents, including, but not limited to, REIT's share repurchase program and/or dividend reinvestment program; provided that (A) such activities, singularly or associationtaken as a whole, do not result in or cause a Change of Control; and (B) prior to such REIT Share Transfers, issuances or redemptions, Borrower shall have delivered to Lender a copy of REIT’s charter and governing documents; (iv) Transfers, issuances, conversions or redemptions of interests in Principal to limited partners in Principal; provided that such Transfers do not result in or cause a Change of Control; (v) Transfers of indirect interests in Principal and REIT; provided that such Transfers do not result in or cause a Change of Control; (vi) any merger or consolidation of REIT or Principal with any Person that is an Affiliate of REIT; provided that (A) REIT or Principal is the surviving entity; (B) such transaction does not result in or cause a Change of Control; and (C) the General Transfer Requirements are satisfied; (vii) any Transfer of interests in ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Property Manager to REIT (the “Property Management Transfer”); provided that (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Property Manager is Controlled by REIT, a REIT Subsidiary or Principal; (B) such transaction does not result in or cause a Change of Control; and (C) the General Transfer Requirements are satisfied; (viii) any replacement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Property Manager with Principal or an entity Controlled by Principal; provided that, at the time of the Transfer, there shall not exist an Event of Default; (ix) any removal or replacement of REIT Manager; provided that (A) (1) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or (2) two (2) or more of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or replacement executives having a similar level of experience and seniority to any replaced executive as determined by Lender in its reasonable discretion), shall continue to be executives of REIT or Principal; and (3) the General Transfer Requirements are satisfied; (x) any Transfer, issuance or redemption of any direct or indirect beneficial or legal ownership interests in any Public REIT Shareholder (it being understood that Borrower has no control over the ownership structure of any Public REIT Shareholder); and (xi) the Transfer of the shares in the housing cooperative or the assignment one hundred percent (100%) of the occupancy agreements membership interests in Borrower to a wholly-owned subsidiary of Principal; provided that (A) such transaction does not result in or Leases relating thereto to tenant shareholders cause a Change of Control; and (B) the housing cooperative or associationGeneral Transfer Requirements are satisfied. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence (a) Notwithstanding the prohibitions regarding Transfers, transfer of shares in Corporate Office Properties Trust (“COPT”), an affiliate of Grantor and the Borrower, and transfers of limited partnership interests and pledges of both general and limited partnership interests in the Borrower, (each, a “Permitted Transfer”) may occur without Lender’s prior consent, PROVIDED that the following conditions are met: (i) at all times COPT remains the sole general partner in the Borrower and Borrower delivers to Lender on a quarterly basis notices of changes in the ownership interests of limited partners owning one percent (1%) or more of the Borrower; and (ii) a Permitted Transfer does not permit a disposition in a single transfer or a series of related transfers of all or substantially all of the shares of COPT or of all of the limited partnership interests in the Borrower and does not permit a merger of COPT with one or more entities without Lender’s prior written consent unless COPT is the surviving and controlling entity or unless such successor is a real estate company having the same standards of professional expertise and net worth as that of COPT as of the date of this Deed of Trust or as of the date immediately prior to the Transfer, whichever is greater; (iii) at least 30 days prior to the proposed Permitted Transfer (other than transfers of shares of COPT on the open market or of any limited partnership interests in the Borrower), Grantor or Borrower delivers to Lender a notice that is sufficiently detailed to enable Lender to determine that the proposed Permitted Transfer complies with the terms of this Section; (iv) there is no default under the Financing Documents either when Lender receives the notice or when the proposed Permitted Transfer occurs; (v) the proposed Permitted Transfer (other than transfers of shares of COPT on the open market or of any limited partnership interests in the Borrower) will not result in a violation of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares covenants contained in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicableentitled, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.“ERISA

Permitted Transfers. The occurrence of any of the following Transfers will prohibition contained in Section 7.1 hereof shall not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 apply to the contrary: transfer of shares of stock of Tenant if and so long as such stock of Tenant is publicly traded on a nationally recognized stock exchange. The prior consent of Landlord shall not be required with respect to assignments or sublets to a Related Corporation (a) A Transfer as defined below), or assignments to a corporation into or with which Tenant is merged or consolidated or to which Lender has consented. all or substantially all of Tenant’s assets are transferred (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease“Successor Entity”), in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time so long as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the successor to Tenant (e.g. in the event of a merger, the resulting tenant under the Lease) has a tangible net worth of at least $139,000,000.00, cash and cash equivalents on hand of at least $103,600,000.00, a debt-to-equity ratio of less than .49, and a ratio of current assets to current liabilities of at least 2.9, in each case as determined in accordance with generally accepted accounting principles, consistently applied, and in the manner shown on Tenant’s financial statements for the year ending December 31, 2015, (iii) proof satisfactory to Landlord of such net worth and other matters described in the preceding clause (ii) is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction, (iv) no Default is then continuing, and (v) the assignee or surviving entity agrees to assume the obligations of Tenant and be bound by the provisions of this Lease. Provided that a Default is not then continuing, Tenant may sublicense a portion of the Premises not to exceed 10% in the aggregate to any outsource contractor providing services to or for Tenant having a bona fide business need based on its business relationship with Tenant (a “Tenant Partner”) for such occupancy so long as the space to be occupied by such Tenant Partner is not separately demised, the arrangement is a housing cooperative corporation or associationrevocable license, the Transfer and Landlord is given (i) prior written notice of such arrangement with evidence reasonably satisfactory to Landlord of such relationship, and (ii) a copy of the shares in sublicense, which must provide that the housing cooperative or the assignment nature of the occupancy agreements or Leases relating thereto such agreement is a sublicense and that it is subject and subordinate to tenant shareholders of the housing cooperative or association. (j) this Lease. A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.“

Permitted Transfers. The occurrence Subject to the conditions and restrictions set forth in Section 12.3 hereof, a Member may at any time Transfer all (but not less than all) of any its Interest to (i) a wholly owned subsidiary of that Member, provided that the transferee subsidiary agrees to retransfer all of such Interest to such transferring Member if such transferee subsidiary ceases to be a wholly owned subsidiary of the following Transfers transferring Member, (ii) the transferor's administrator or trustee to whom such Interest is transferred involuntarily by operation of law, (iii) any transferee if the transfer is approved by all Members which own twenty percent (20%) or more of the outstanding Percentage Interests, in their sole discretion, (iv) in the case of Crescent Operating, to a single transferee if such transfer is necessary for Crescent Real Estate Equities Company ("CEI"), as currently operated or as operated or proposed to be operated in the future to avoid jeopardizing its status as a real estate investment trust (a "REIT") under the Code, provided that prior to any transfer made by Crescent Operating pursuant to this clause (iv), Crescent Operating shall provide Charter Inc. with a written opinion of counsel that such transfer is necessary to avoid jeopardizing the qualification of CEI as a REIT, subject to Charter Inc.'s right of first refusal under Section 12.8; provided that Charter Inc. will notify Crescent Operating within 15 days after receiving notice from Crescent Operating of its intent to transfer pursuant to this clause (iv) and a written opinion of counsel referred to above, whether it will exercise such rights, and, if it elects to exercise such right, shall complete the purchase of such Interest within 25 days after the original notice from Crescent Operating (subject to the right of Charter Inc. to extend the date for completion of the purchase for up to an additional 20 days if necessary to obtain any regulatory approvals required in connection therewith) and (v) to any Person upon compliance with the provisions of Section 12.8 hereof (any such Transfer being referred to in this Agreement shall be a "Permitted Transfer"). A permitted transferee or other transferee shall be admitted as a substituted Member of the Company in accordance with Section 12.6. In addition, a Member may also transfer its Interest, except for any voting rights associated with such Interest (other than voting rights in respect of the matters listed in Section 9.4) and the right to designate Directors on the Governing Board (each of which rights will remain with such Member), (i) in the form of a pledge to a bona fide financial institution, which, immediately prior to the creation of such pledge, is not constitute an Event Affiliate of Default under this Loan such Member, to secure bona fide arms' length recourse indebtedness of such Member and/or its subsidiaries, or (ii) in the form of a pledge to Crescent Real Estate Equities Limited Partnership pursuant to that certain Line of Credit and Security Agreement, notwithstanding dated as of May 21, 1997, and that certain Amended and Restated Credit and Security Agreement, as amended, dated as of May 30, 1997, if the pledgee thereof agrees (i) to provide the Company with all notices of foreclosure by such pledgee and (ii) in the event such pledgee becomes a Member, to be bound by the provisions of this Agreement applicable to its transferor, it being understood that both (x) the making of such pledge and (y) such financial institution's becoming a Member as the result of foreclosure on such pledge in full or partial satisfaction of all or any provision part of Section 7.02 the indebtedness secured thereby or otherwise as a result of the exercise by it of its rights and remedies with respect thereto shall each constitute a Permitted Transfer and such financial institution shall be a "Member" for the purposes of this Agreement, subject to the contrary: (a) A Transfer limitations described above. If such financial institution transfers any portion of a Member's Interest pursuant to which Lender has consented. (b) A Transfer that is not a prohibited Transfer the terms of this Agreement, including pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 15.3 in the event of an Unresolved Deadlock, then, upon the satisfaction consummation of such transfer, the transferee shall have all applicable conditions. of the rights associated with such transferred Interest prior to its transfer to such financial institution (d) The grant of including all voting rights and the right to designate Directors related to such transferred Interest or a leasehold interest portion thereof), and the Member which initially transferred its Interest to such financial institution shall have no more rights in an individual dwelling unit for a term of 2 years or less such Interest (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created extent transferred by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicablefinancial institution). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of Notwithstanding anything to the contrary herein, the following transfers and events (individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”) shall not be deemed Prohibited Transfers will and shall not constitute an Event require the prior written consent of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contraryAdministrative Agent: (a) A Transfer to which Lender has consented. a Sale or Pledge (but not a pledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) A Transfer the Sale or Pledge (but not a pledge or encumbrance, other than a pledge of, in one or a series of transactions, not more than 49% of the ownership interests in a Restricted Party provided that such pledge is not (1) a prohibited Transfer pursuant to Section 7.02. pledge of any direct interests in Borrower or Mezzanine A Borrower and (2) made in connection with a mezzanine loan or any debt disguised as equity), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (c) A Transfer any issuance of “accommodation shares” by (or any transfer of “accommodation shares” in) any direct or indirect owner of Guarantor that is conditionally permitted pursuant has elected (or intends to elect) to be treated as a real estate investment trust (for purposes of this provision, “accommodation shares” shall mean up to $125,000 in preferred shares (or such greater amount as hereinafter may be required under Section 7.03 upon 856 of the satisfaction IRS Code) issued by such direct or indirect owner of all applicable conditions. Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code), (d) The grant the sale, transfer or issuance of shares of common stock in any Restricted Party that is a leasehold interest in an individual dwelling unit for a term publicly traded entity, provided such accommodation shares or shares of 2 years common stock, as applicable, are listed on the Toronto Stock Exchange, the New York Stock Exchange, or less (or longer if approved by Lender in writing) not containing an option to purchase. another nationally recognized stock exchange, (e) Entering into the pledge of any New Non-Residential Lease, interest in Borrower in connection with the Mezzanine A Loan and the exercise of any rights or modifying remedies Mezzanine A Lender may have under the Mezzanine A Loan Documents and the pledge of any interest in Mezzanine A Borrower in connection with the Mezzanine B Loan and the exercise of any rights or terminating any Non-Residential Leaseremedies Mezzanine B Lender may have in connection with the Mezzanine B Loan, in each case in compliance accordance with Section 6.04. and subject to the terms of the Intercreditor Agreement, as applicable, or (f) A Condemnation the Sale or Pledge of any interest in Affiliated Manager so long as Affiliated Manager is Controlled by or under common Control with BAM and/or BPY; (provided, that, the foregoing provisions of clauses (a), (b), (c), (d), (e) and (f) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to which the transfers listed in clauses (a), (b), (c) and/or (f) above, (A) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 10% or greater (direct or indirect) equity interest in Borrower satisfies (unless such transferee together with its Affiliates owned 10% or more prior to such transfer), Administrative Agent shall receive, unless otherwise waived by Administrative Agent in its sole discretion, not less than ten (10) Business Days prior written notice of such transfers with respect to any domestic Person or not less than thirty (30) days prior written notice of such transfer with respect to any foreign Person (provided, that, for purposes of clarification, with respect to the requirements transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required ten (10) days prior to the consummation of Section 6.11. the applicable transfers made as a result of probate or similar process following such death (gas opposed to prior notice of the applicable death)); (B) A Transfer no such transfers shall result in a change in Control of obsolete Guarantor or worn out Personalty Affiliated Manager; (C) after giving effect to such transfers, the Minimum Ownership/Control Test shall continue to be satisfied; (D) after giving effect to such transfers, the Property shall continue to be managed by Manager or Fixtures a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be, unless otherwise waived by Administrative Agent in its sole discretion, conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) to the extent that are contemporaneously replaced by items a Non-Consolidation Opinion was previously delivered, in the case of equal (1) the transfer of the management of the Property (or better function any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and qualityconditions hereof, which are free of Liens, encumbrances and security interests other than those created by (2) the Loan Documents or consented to by Lender. (h) The creation addition and/or replacement of a mechanic’sGuarantor in accordance with the applicable terms and conditions hereof and of the Guaranty or (3) the transfer of any equity ownership interests that results in any Person (individually or together with its Affiliates) owning more than forty-nine percent (49%) of the direct or indirect interests in Borrower or in any SPE Component Entity and such Person (individually or together with its Affiliates) did not own more than forty-nine percent (49%) of the direct or indirect interests in Borrower previously, materialmen’ssuch transfers shall be, or judgment Lien against unless otherwise waived by Administrative Agent in its sole discretion, conditioned upon delivery to Administrative Agent of a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the Mortgaged Propertyequity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, which is released of recordupon Administrative Agent’s request, bonded, or otherwise remedied Borrower shall deliver to LenderAdministrative Agent an Officer’s satisfaction within 60 days Certificate containing such updated representations effective as of the date of creationthe consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; provided(H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (I) if a transfer results in (1) the transferee owning direct or indirect interest in a Borrower in an amount which equals or exceeds ten percent (10%) (unless such transferee together with its Affiliates owned a direct or indirect interest in Borrower equal to or exceeding ten percent (10%) prior to such Transfer) or (2) a change of Control of Borrower or Guarantor, howeverAdministrative Agent shall have received “KYC” searches (in form, if Borrower is diligently prosecuting such release or other remedy scope and advises Lender that such release or remedy cannot be consummated within such 60-day periodsubstance and from a provider, in each case, determined by and reasonably acceptable to Administrative Agent). Upon request from Administrative Agent, Borrower will have an additional period shall promptly provide Administrative Agent with a revised version of time (not exceeding 120 days from the date organizational chart delivered to Administrative Agent in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3. Notwithstanding anything to the contrary contained in this Section 6.3, at all times during the term of creation or such earlier time as may the Loan, the Minimum Ownership/Control Test shall be required to be complied with. Borrower shall pay to Administrative Agent all actual out-of-pocket costs and expenses incurred by applicable law Administrative Agent and Lenders in which the lienor must act connection with any transfer pursuant to enforce the Lien) within which to obtain such release of record or consummate such other remedythis Section 6.3. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence Notwithstanding the provisions of any of Section 8.1 hereof, the following Transfers will not constitute an Event shall be permitted (it being agreed by the Parties that the prior written consent of Default under this Loan Agreementthe other Parties shall be deemed to have been obtained to effect the following Transfers), notwithstanding any provision of Section 7.02 subject to the contraryapproval of the same by the Examination and Approval Authority and/or other applicable Government Entity: (a) A BGP may Transfer all or any part of its Equity Interest in the Company as required under applicable Law, regulation or government policy where such Law, regulation or government policy mandates that BGP shall no longer be the holder of such Equity Interest, provided that such Permitted Transferee agrees to which Lender has consented.be bound by all terms applicable to the ownership of the Company including becoming a Party to this Agreement and all other applicable agreements, subject to applicable Law; (b) A Each Party may Transfer its Equity Interest pursuant to a Change of Control provided (i) that it complies with the procedures for a Right of First Refusal to the other Parties as set forth in Section 8.4 as to its Equity Interest and (ii) that the Permitted Transferee is not a prohibited Transfer pursuant to Section 7.02.competitor of the Company or of the other Parties; (c) A On or after the fifth (5th) anniversary of the Closing, following compliance with the procedures for a Right of First Refusal to the other Parties as set forth in Section 8.4, each Party may Transfer its Equity Interest to a Permitted Transferee other than a competitor of the Company or of the other Parties; provided that is conditionally permitted pursuant such Permitted Transferee agrees to Section 7.03 upon abide by all terms applicable to the satisfaction ownership of the Company including becoming a Party to this Agreement and all other applicable conditions.agreements; and (d) The grant ION is permitted to pledge its Equity Interest to China Merchants Bank Co., Ltd., New York Branch (“CMB”), agent, as security for the repayment of a leasehold interest in an individual dwelling unit for a term obligations under the Credit Agreement dated as of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchaseMarch ___, 2010, among ION, ION International S.à.▇. (e) Entering into any New Non-Residential Lease▇., the guarantors party thereto, the lenders party thereto and CMB, or modifying or terminating to any Non-Residential Lease, in each case in compliance with Section 6.04successor agent pursuant to any refinancing of such credit agreement. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which the Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation, or is being contested as otherwise provided in this Loan Agreement; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if 11.11 (if applicable) or Defeasance that complies with Section 11.12(if 11.12 (if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04Reserved.

Permitted Transfers. The occurrence Company agrees that it will permit (X) a transfer of Purchased Shares or Converted Shares (i) to one or more of its partners or members in any Purchaser that is a partnership or limited liability company or to a retired or withdrawn partner or member who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership or limited liability company, (ii) to any immediate family member (which shall be deemed to include a spouse, sibling, lineal descendant, ancestor, mother-in-law, father-in-law, brother-in-law and sister-in-law) of an individual Purchaser by gift or bequest or through inheritance, or to a trust or family limited partnership (or other similar entity) created for the benefit of one or more of the foregoing, (iii) to any shareholder of any Purchaser that is a corporation or (iv) to any person or entity acquiring at least 250,000 shares of Series D Preferred (such number being subject to adjustment for any stock dividend, stock split, subdivision, combination or other recapitalization); PROVIDED, HOWEVER, that the transferor provides written notice of such transfer to the Company stating the transferee's name and address and specifying the number and type of securities to be transferred; and PROVIDED, FURTHER, that the Company receives a written instrument pursuant to which the transferee agrees to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder and (Y) a sale or other transfer of any of the following Transfers will not constitute Purchased Shares or Converted Shares upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an Event effective registration statement under, the Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of Default under this Loan Agreement, notwithstanding any provision an unqualified opinion to such effect of Section 7.02 counsel reasonably satisfactory to the Company. Notwithstanding anything herein to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance no event may any Purchaser, together with Section 6.04. (f) A Condemnation with respect its affiliates and transferees, transfer any Purchased Shares or Converted Shares to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other more than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares 10 persons in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationaggregate. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender L▇▇▇▇▇ has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hg) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ih) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (ji) A Supplemental Instrument that complies with Section 11.11(if 11.11 (if applicable) or Defeasance that complies with Section 11.12(if 11.12 (if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Any Transfer permitted by this Section 8.1 shall be referred to in this Agreement as a "Permitted Transfer", and the Person to which Lender has consentedthe Interest is transferred shall be a "Permitted Transferee". A Permitted Transferee shall automatically become a substituted Partner in the Partnership in respect of the Interest so Transferred to it without any further act on the part of any other Partner being required. (b) A No Partner may Transfer that all or any portion of its Interest unless (i) (A) if such Transfer occurs on or before January 1, 2004, all of the other Partners have given their prior written consent, which consent may be withheld for any reason, (B) the transferee is not a prohibited Wholly-Owned Affiliate of such Partner or (C) such Transfer pursuant to occurs after January 1, 2004, (ii) the Partners have complied with the terms and conditions of the Transfer Restrictions Agreement and (iii) the conditions set forth in Section 7.028.1(c) hereof have been satisfied. (c) A To the fullest extent permitted by law, a Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of shall not be treated as a Permitted Transfer under this Article VIII unless and until all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy.following conditions are satisfied: (i) If Borrower The Interest being Transferred shall not be less than 12.5% of the aggregate of the Percentage Interests of all Partners unless the entire remaining Interests of such Partner is being Transferred. In addition, the ultimate parent of the transferee shall agree in writing to be bound by the provisions of the Transfer Restrictions Agreement. (ii) The effect of such transfer shall not violate the terms of or constitute a breach of or a default under, or result in the breach of or a default under, with the giving of notice, the passage of time, or both, any Transaction Document or any other material agreement, document, contract or instrument to which the Partnership or any Subsidiary is a housing cooperative corporation party or associationby which the Partnership, any Subsidiary or their respective assets are bound. (iii) The transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer free and clear of all Encumbrances, except those created or permitted under this Agreement, and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. (iv) Except as otherwise permitted by the Transfer Restrictions Agreement, the Transfer will not cause the Partnership to terminate for federal income tax purposes and if requested by the General Partner, the transferor shall provide the Partnership an opinion of counsel to such effect reasonably satisfactory to the shares in General Partner. The General Partner and the housing cooperative or transferor shall provide to such counsel any information available to the assignment of General Partner and the occupancy agreements or Leases relating thereto transferor and relevant to tenant shareholders of the housing cooperative or associationsuch opinion, if so reasonably requested. (jv) A Supplemental Instrument that complies The transferor and transferee shall furnish the Partnership with Section 11.11(if applicable) the transferee's taxpayer identification number, and any other information reasonably necessary to permit the Partnership to file all required federal and state tax returns and other legally required information statements or Defeasance that complies returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with Section 11.12(if applicable)respect to any Transferred Interests until it has received such information. (kvi) Such Transfer will be exempt from all applicable registration requirements and will not violate any Legal Requirements regulating the Transfer of securities, and, except in the case of a Transfer of Interests to another Partner, if requested by the General Partner, the transferor shall provide an opinion of counsel to such effect reasonably satisfactory to the General Partner, and the General Partner and the transferor shall provide to such counsel any information available to the General Partner and the transferor and relevant to such opinion, if so reasonably requested. (vii) Such Transfer will not cause the Partnership to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended and if requested by the General Partner, the transferor shall provide an opinion of counsel to such effect reasonably satisfactory to the General Partner, and the General Partner and the transferor shall provide to such counsel any information available to the General Partner and the transferor and relevant to such opinion, if so reasonably requested. (viii) If applicablerequested by the General Partner, the transferor and transferee shall provide the Partnership with an opinion of counsel, which opinion of counsel shall be reasonably acceptable to the other Partners, to the effect that such Transfer will not cause the Partnership to become taxable as a Preapproved Intrafamily Transfer corporation for federal income tax purposes. (ix) The transferor and the transferee shall pay, or reimburse the Partnership for, all reasonable costs incurred by the Partnership in connection with such transfer or admission on or before the 10th day after the receipt by that satisfies Person of the requirements of Section 7.04Partnership's invoice for the amount due. If payment is not made by the date due, the Person owing that amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Interest Rate.

Permitted Transfers. The occurrence (a) Notwithstanding the prohibitions regarding Transfers, a Permitted Transfer may occur without Lender’s prior consent, provided that the following conditions are met: (i) at least 20 days prior to the proposed Permitted Transfer, ▇▇▇▇▇▇▇▇ delivers to Lender a notice that is sufficiently detailed to enable Lender to determine that the proposed Permitted Transfer complies with the terms of this Section; (ii) there is no default under the Loan Documents either when Lender receives the notice or when the proposed Permitted Transfer occurs; (iii) the proposed Permitted Transfer will not result in a violation of any of the following Transfers covenants contained in the Section entitled, “ERISA Compliance” and Borrower will not constitute deliver to Lender such documentation of compliance as Lender requests. (iv) when ▇▇▇▇▇▇ receives the notice and when the proposed Permitted Transfer occurs, the transferee has never been an Event adverse party to Lender in any litigation to which ▇▇▇▇▇▇ was a party; the transferee has never defaulted on a loan from Lender or on any contract or other agreement with Lender, and the transferee has never threatened litigation against Lender (for purposes of Default under this Loan Agreementsubsection, notwithstanding any provision “transferee” includes the transferee’s constituent entities at all levels and “Lender” includes Lender’s subsidiaries); (v) Borrower pays all of Section 7.02 ▇▇▇▇▇▇’s expenses relating to the contrary:Transfer, including ▇▇▇▇▇▇’s attorneys’ fees; and (avi) A Transfer ▇▇▇▇▇▇ is satisfied that the Property will continue to which Lender has consentedbe managed by a property manager satisfactory to Lender. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in Upon compliance with Section 6.04. the conditions set forth in the preceding subsection, the following Transfers (fthe “Permitted Transfers”) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to may occur without Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy.prior consent: (i) If Transfers of membership interests in Borrower among the Existing Members, provided that subsequent to the Transfer either SOFI IV Arizona Trust or Buck 35 ▇▇▇▇▇▇ L.L.C., remains as managing member of Borrower, (ii) Transfers by the shareholders/members of SOFI IV Arizona Trust and Buck ▇▇ ▇▇▇▇▇▇ ▇.L.C. respectively, provided that subsequent to such Transfer, SOFI IV Arizona Trust, continues to be controlled directly or indirectly by Starwood Opportunity Fund IV L.P., and Buck 35 ▇▇▇▇▇▇ L.L.C.’s day to day operations continue to be directly controlled and managed by ▇▇▇▇ ▇. ▇▇▇▇ ▇▇ and/or ▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇ either as managers or as managing members. It is expressly recognized that, as of the date hereof, one hundred percent of the stock of SOFI IV Arizona Trust is owned by SOFI IV Arizona, Inc. The Lender approves the merger of SOFI IV Arizona Trust and SOFI IV Arizona, Inc., after which over 90% of SOFI IV Arizona Trust stock shall be owned by Starwood Opportunity Fund IV, L.P.; (iii) Transfers by the shareholders of The ▇▇▇ ▇▇▇▇▇▇▇ Company, Inc., provided that subsequent to such Transfer either SOFI IV Arizona Trust, or Buck 35 ▇▇▇▇▇▇, L.L.C. is the managing member of Borrower, (iv) Intentionally Omitted; and (v) a housing cooperative corporation one-time direct or associationindirect sale of the Property to an unaffiliated bona fide purchaser, provided that the following conditions are met: (A) Prior to the Transfer the transferee and its affiliates have a net worth of at least $60,000,000.00; (B) the transferee is an Institutional Investor or a developer or manager of first-class commercial office real estate comparable to the Property and having a reputation in good standing in the industry as an owner and operator/manager of not less than 5 million square feet of first class office properties of similar quality as the Property; (C) the transferee has expressly assumed the obligations of Borrower under the Property Documents and under the Loan Documents; (D) subsequent to the Transfer, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto Property is managed by a property manager satisfactory to tenant shareholders of the housing cooperative or association.▇▇▇▇▇▇, (jE) A Supplemental Instrument that complies Borrower delivers to Lender a substitute for the environmental indemnity delivered to Lender in connection with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If the Loan and, if applicable, a Preapproved Intrafamily Transfer that satisfies substitute guaranty or surety instrument, satisfactory to Lender, executed by a substitute indemnitor, guarantor or surety, as the requirements case may be, satisfactory to Lender in its sole discretion; and (F) Borrower pays to Lender a transfer fee of Section 7.04not less than 1/2 of one percent (0.5%) of the then-outstanding Principal, such payment in addition to any other costs and expenses to be paid to Lender in accordance with this Article 12. Upon the occurrence of each of (A) through (F), Borrower shall be released from any obligations under the Loan Documents arising after such occurrence.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions (d) A Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04. (de) The grant of a leasehold interest in an individual dwelling residential unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (ef) Entering into any New new Non-Residential Lease, or modifying or terminating any existing Non-Residential Lease, in each case in compliance with Section 6.04to which Lender has provided its prior written consent. (fg) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (gh) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hi) The creation of a mechanic’s, materialmen’s, ’s or judgment Lien against the Mortgaged Property, Property which is released of record, bonded, bonded or otherwise remedied to Lender’s satisfaction within 60 days of after the date of creationcreation or is being contested as otherwise provided in this Loan Agreement; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor lienholder must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ij) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to the occupancy agreements to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any 11.2.1 A Member may Transfer its Units: 11.2.1.1 To a Controlled Affiliate of the following Transfers will not constitute an Event Member; provided however, that any Transfer pursuant to this Section 11.2.1.1 must be with respect to all of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary:Member’s Units; or (a) A Transfer to which Lender has consented. (b) A Transfer that is not 11.2.1.2 In a prohibited Transfer pursuant to Section 7.0211.3 hereof. (c) A 11.2.2 Notwithstanding the foregoing provisions of this Section 11.2, no Transfer that is conditionally shall be permitted pursuant to Section 7.03 upon hereunder unless the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation following are satisfied with respect to which Borrower satisfies a proposed Transfer: 11.2.2.1 The Transferring Member has complied with all legal requirements applicable to such Transfer to the requirements reasonable satisfaction of Section 6.11the Management Committee. (g) A 11.2.2.2 All debts and Capital Contributions then due and payable by the Transferring Member are paid in full or payment thereof is otherwise assured to the reasonable satisfaction of the Management Committee. 11.2.2.3 The transferee has executed such documents as are reasonably required by the Management Committee to evidence the Transfer of obsolete such Units and the agreement of the transferee to assume all the duties and obligations of the Transferring Member under this Agreement and to be bound by and subject to all of the terms and conditions of this Agreement. 11.2.2.4 The Management Committee determines in its reasonable judgment that the Transfer will not require registration of Units under any federal or worn out Personalty state securities laws and the Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended. 11.2.2.5 The Company receives from the transferee the information and agreements that the Management Committee may reasonably require including, but not limited to, the transferee’s taxpayer identification number and initial tax basis in the Transferred Units. 11.2.2.6 The transferee or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created the Transferring Member must have paid the expenses incurred by the Loan Documents or consented to by LenderCompany in connection with the Transfer. (h) The creation 11.2.2.7 With respect to any Permitted Transfer described in Section 11.2.1.1 hereof, the Transferring Member shall in all events remain jointly and severally liable with the transferee for all the obligations associated with the Transferred Units unless and until there is a Permitted Transfer of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, Units which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of not described in Section 11.2.1.1 hereof and the date of creation; provided, however, if Borrower is diligently prosecuting Transferring Member shall enter into such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time agreements as may shall be required by applicable law in which the lienor must act Management Committee to enforce the Lien) within which to obtain document such release of record or consummate such other remedycontinuing obligation. (i) If Borrower 11.2.2.8 The Management Committee determines in its reasonable judgment that the Transfer is a housing cooperative corporation or associationnot prohibited by, and would not cause the Company to be in breach of, the Management Agreement. 11.2.3 Any Transfer permitted by this Section 11.2 is referred to herein as a “Permitted Transfer.” and any transferee who receives Units pursuant to a Permitted Transfer (a “Permitted Transferee”) shall be admitted to the Company as a substitute Member without need for any further approval or action and shall receive and hold such Units subject to the terms of this Agreement and to the obligations hereunder of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationtransferor. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of Notwithstanding anything to the contrary herein, the following transfers and events (individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”) shall not be deemed Prohibited Transfers will and shall not constitute an Event require the prior written consent of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contraryLender: (a) A Transfer to which Lender has consented. a Sale or Pledge (but not a pledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) A Transfer the Sale or Pledge (but not a pledge or encumbrance, other than a pledge of, in one or a series of transactions, not more than 49% of the ownership interests in a Restricted Party provided that such pledge is not (1) a prohibited Transfer pursuant to Section 7.02. pledge of any direct interests in Mortgage Borrower or Borrower and (2) made in connection with a mezzanine loan or any debt disguised as equity), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (c) A Transfer any issuance of “accommodation shares” by (or any transfer of “accommodation shares” in) any direct or indirect owner of Guarantor that is conditionally permitted pursuant has elected (or intends to elect) to be treated as a real estate investment trust (for purposes of this provision, “accommodation shares” shall mean up to $125,000 in preferred shares (or such greater amount as hereinafter may be required under Section 7.03 upon 856 of the satisfaction IRS Code) issued by such direct or indirect owner of all applicable conditions. Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code), (d) The grant the sale, transfer or issuance of shares of common stock in any Restricted Party that is a leasehold interest in an individual dwelling unit for a term publicly traded entity, provided such accommodation shares or shares of 2 years common stock, as applicable, are listed on the Toronto Stock Exchange, the New York Stock - 91 - Exchange, or less (or longer if approved by Lender in writing) not containing an option to purchase. another nationally recognized stock exchange, (e) Entering into the pledge of any New Non-Residential Lease, interest in Borrower in connection with the Mezzanine B Loan and the exercise of any rights or modifying or terminating any Non-Residential Leaseremedies Mezzanine B Lender may have in connection with the Mezzanine B Loan, in each case in compliance accordance with Section 6.04. and subject to the terms of the Intercreditor Agreement, as applicable, or (f) A Condemnation the Sale or Pledge of any interest in Affiliated Manager so long as Affiliated Manager is Controlled by or under common Control with BAM and/or BPY; (provided, that, the foregoing provisions of clauses (a), (b), (c), (d), (e) and (f) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to which the transfers listed in clauses (a), (b), (c) and/or (f) above, (A) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 10% or greater (direct or indirect) equity interest in Borrower satisfies (unless such transferee together with its Affiliates owned 10% or more prior to such transfer), Lender shall receive, unless otherwise waived by Lender in its sole discretion, not less than ten (10) Business Days prior written notice of such transfers with respect to any domestic Person or not less than thirty (30) days prior written notice of such transfer with respect to any foreign Person (provided, that, for purposes of clarification, with respect to the requirements transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required ten (10) days prior to the consummation of Section 6.11. the applicable transfers made as a result of probate or similar process following such death (gas opposed to prior notice of the applicable death)); (B) A Transfer no such transfers shall result in a change in Control of obsolete Guarantor or worn out Personalty Affiliated Manager; (C) after giving effect to such transfers, the Minimum Ownership/Control Test shall continue to be satisfied; (D) after giving effect to such transfers, the Property shall continue to be managed by Manager or Fixtures a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be, unless otherwise waived by Lender in its sole discretion, conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) to the extent that are contemporaneously replaced by items a Non-Consolidation Opinion was previously delivered, in the case of equal (1) the transfer of the management of the Property (or better function any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and qualityconditions hereof, which are free of Liens, encumbrances and security interests other than those created by (2) the Loan Documents or consented to by Lender. (h) The creation addition and/or replacement of a mechanic’sGuarantor in accordance with the applicable terms and conditions hereof and of the Guaranty or (3) the transfer of any equity ownership interests that results in any Person (individually or together with its Affiliates) owning more than forty‑nine percent (49%) of the direct or indirect interests in Borrower or in any SPE Component Entity and such Person (individually or together with its Affiliates) did not own more than forty-nine percent (49%) of the direct or indirect interests in Borrower previously, materialmen’ssuch transfers shall be, or judgment Lien against unless otherwise waived by Lender in its sole discretion, conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the Mortgaged Propertyequity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, which is released of record, bonded, or otherwise remedied to upon Lender’s satisfaction within 60 days request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of creationthe consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; provided(H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (I) if a transfer results in (1) the transferee owning direct or indirect interest in a Borrower in an amount which equals or exceeds ten percent (10%) (unless such transferee together with its Affiliates owned a direct or indirect interest in Borrower equal to or exceeding ten percent (10%) prior to such Transfer) or (2) a change of Control of Borrower or Guarantor, howeverLender shall have received “KYC” searches (in form, if Borrower is diligently prosecuting such release or other remedy scope and advises Lender that such release or remedy cannot be consummated within such 60-day periodsubstance and from a provider, in each case, determined by and reasonably acceptable to Lender). Upon request from Lender, Borrower will have an additional period shall promptly provide Lender with a revised version of time (not exceeding 120 days from the date organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3. Notwithstanding anything to the contrary contained in this Section 6.3, at all times during the term of creation or such earlier time as may the Loan, the Minimum Ownership/Control Test shall be required to be complied with. Borrower shall pay to Lender all actual out-of-pocket costs and expenses incurred by applicable law Lender in which the lienor must act connection with any transfer pursuant to enforce the Lien) within which to obtain such release of record or consummate such other remedythis Section 6.3. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence Notwithstanding the ------------------- provisions (a) of any of this Section 13.09, the following Transfers will not constitute an Event by the TC Parties are permitted without the consent of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contraryLender: (a) A Transfer to which Lender has consented. (bi) A Transfer that occurs by inheritance, devise, or bequest or by operation of law upon the death of a natural person who is not an owner of a prohibited Transfer pursuant to Section 7.02Mortgaged Property or the owner of a direct or indirect ownership interest in the TC Parties. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (dii) The grant of a leasehold interest in an individual dwelling unit units in a Mortgaged Property for a term of 2 two years or less and leases for commercial uses as long as commercial leases do not exceed 20 percent of the rentable space of the Mortgaged Property (or longer if approved measured as required by Lender in writingLender) and provided that all such leasehold interests do not containing contain an option to purchasepurchase the Mortgaged Property; provided that in no event shall the TC Party grant a leasehold interest for a commercial use that permits pornographic or similarly immoral or inappropriate uses. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (fiii) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer sale or other disposition of obsolete or worn out Personalty or Fixtures that are personal property which is contemporaneously replaced by items comparable personal property of equal or better function greater value which is free and quality, which are free clear of Liensliens, encumbrances and security interests other than those created by the Loan Documents or consented to by LenderDocuments. (hiv) The creation of a mechanic’s, 's or materialmen’s, 's lien or judgment Lien lien against the a Mortgaged Property, Property which is released of record, bonded, record or otherwise remedied to Lender’s 's satisfaction within 60 30 days of the date of creation. (v) The grant of an easement, if prior to the granting of the easement the TC Parties cause to be submitted to Lender all information required by Lender to evaluate the easement, and if Lender consents to such easement based upon Lender's determination that the easement will not materially affect the operation of the Mortgaged Property or Lender's interest in the Mortgaged Property and TC Parties pay to Lender, on demand, all reasonable costs and expenses incurred by Lender in connection with reviewing TC Parties' request. Lender shall not unreasonably withhold its consent to or withhold its agreement to subordinate the lien of a Security Instrument to (A) the grant of a utility easement serving a Mortgaged Property to a publicly operated utility, or (B) the grant of an easement related to expansion or widening of roadways, provided that any such easement is in form and substance reasonably acceptable to Lender and does not materially and adversely affect the access, use or marketability of a Mortgaged Property. (vi) The Transfer of shares of common stock, limited partnership interests or other beneficial or ownership interest or other forms of securities in the REIT or the Operating Partnership, and the issuance of all varieties of convertible debt, equity and other similar securities of the REIT or the Operating Partnership, and the subsequent Transfer of such securities; provided, however, if Borrower is diligently prosecuting that no Change in Control occurs as a result of such release Transfer, either upon such Transfer or upon the subsequent conversion to equity of such convertible debt or other remedy securities. (vii) The Transfer of partnership or membership interests by the TC Parties, including, without limitation, the conversion or exchange of partnership or membership interests in TC Parties to shares of common stock or other beneficial or ownership interests or other forms of securities in the REIT; provided, however, that no Change in Control occurs as the result of such Transfer and advises the general partner requirements set forth in the definition of "Change of Control" are met. (viii) The issuance by TC Parties of additional partnership units or convertible debt, equity and other similar securities, and the subsequent Transfer of such units or other securities; provided, however, that no Change in Control occurs as the result of such Transfer, either upon such Transfer or upon the subsequent conversion to equity of such convertible debt or other securities. (ix) A merger with or acquisition of another entity by the TC Parties, provided that (A) the TC Parties are the surviving entity after such merger or acquisition, (B) no Change in Control occurs, and (C) such merger or acquisition does not result in an Event of Default, as such terms are defined in this Agreement. (x) A Transfer in connection with any substitution or release pursuant to the terms and conditions of Article VII of this Agreement. (xi) A Transfer to a Person made in connection with a conversion of the type described in clause (v) of the definition of Transfer, provided that either or both of the REIT Sub and the Property Company own, directly or indirectly, 100% of the Ownership Interests of such transferee. (xii) The REIT, TC-Oriole or the Operating Partnership may merge with another Person if (a) the Lender that consents to such release merger or remedy canconsolidation (which consent shall not be consummated within such 60-day periodunreasonably withheld, Borrower will delayed or conditioned; and provided that if the Lender does not disapprove of a proposed merger or consolidation on or before the Outside Review Date, the Lender shall be deemed to have an additional period of time given its consent to the merger or consolidation), or (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lienb) within which to obtain such release of record or consummate such other remedy.if (i) If Borrower either-- (A) it is the surviving entity; or (B) it is not the surviving entity but either: (I) the surviving entity has a housing cooperative corporation or associationnet worth, determined by the Transfer Lender in accordance with GAAP, at least equal to $500,000,000; or (II) the surviving entity has a market capitalization, as determined by the Lender, at least equal to $650,000,000; and (ii) the surviving entity expressly acknowledges in writing that it assumes all of the shares in the housing cooperative or the assignment obligations and liabilities of the occupancy agreements REIT under the Loan Documents, whether arising before or Leases relating thereto to tenant shareholders after the date of the housing cooperative merger or associationconsolidation; provided that clause (B) shall not apply if the surviving entity has either (i) loans or commitment to make loans (whether directly or through Affiliates) held by ▇▇▇▇▇▇ ▇▇▇ in excess of the internal limit on loans to one entity and its Affiliates set by ▇▇▇▇▇▇ Mae in effect at such time, or (ii) engaged in conduct relating to the conduct of its business such that Lender or ▇▇▇▇▇▇ ▇▇▇ would not make or hold loans having such entity as an obligor. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence Subject to the conditions and restrictions set forth in Section 12.3 hereof, a Member may at any time Transfer all (but not less than all) of any its Interest to (i) a wholly owned subsidiary of that Member, provided that the transferee subsidiary agrees to retransfer all of such Interest to such transferring Member if such transferee subsidiary ceases to be a wholly owned subsidiary of the following Transfers transferring Member, (ii) the transferor's administrator or trustee to whom such Interest is transferred involuntarily by operation of law, (iii) any transferee if the transfer is approved by all Members which own twenty percent (20%) or more of the outstanding Percentage Interests, in their sole discretion, (iv) in the case of Crescent Operating, to a single transferee if such transfer is necessary for Crescent Real Estate Equities Company ("CEI"), as currently operated or as operated or proposed to be operated in the future to avoid jeopardizing its status as a real estate investment trust (a "REIT") under the Code, provided that prior to any transfer made by Crescent Operating pursuant to this clause (iv), Crescent Operating shall provide Charter Inc. with a written opinion of counsel that such transfer is necessary to avoid jeopardizing the qualification of CEI as a REIT, subject to Charter Inc.'s right of first refusal under Section 12.8; provided that Charter Inc. will notify Crescent Operating within 15 days after receiving notice from Crescent Operating of its intent to transfer pursuant to this clause (iv) and a written opinion of counsel referred to above, whether it will exercise such rights, and, if it elects to exercise such right, shall complete the purchase of such Interest within 25 days after the original notice from Crescent Operating (subject to the right of Charter Inc. to extend the date for completion of the purchase for up to an additional 20 days if necessary to obtain any regulatory approvals required in connection therewith) and (v) to any Person upon compliance with the provisions of Section 12.8 hereof (any such Transfer being referred to in this Agreement shall be a "PERMITTED TRANSFER"). A permitted transferee or other transferee shall be admitted as a substituted Member of the Company in accordance with Section 12.6. In addition, a Member may also transfer its Interest, except for any voting rights associated with such Interest (other than voting rights in respect of the matters listed in Section 9.4) and the right to designate Directors on the Governing Board (each of which rights will remain with such Member), (i) in the form of a pledge to a bona fide financial institution, which, immediately prior to the creation of such pledge, is not constitute an Event Affiliate of Default under this Loan such Member, to secure bona fide arms' length recourse indebtedness of such Member and/or its subsidiaries, (ii) in the form of a pledge to Crescent Real Estate Equities Limited Partnership pursuant to that certain Line of Credit and Security Agreement, notwithstanding dated as of May 21, 1997, and that certain Amended and Restated Credit and Security Agreement, as amended, dated as of May 30, 1997, if the pledgee thereof agrees (i) to provide the Company with all notices of foreclosure by such pledgee and (ii) in the event such pledgee becomes a Member, to be bound by the provisions of this Agreement applicable to its transferor, it being 42 42 understood that both (x) the making of such pledge and (y) such financial institution's becoming a Member as the result of foreclosure on such pledge in full or partial satisfaction of all or any provision part of Section 7.02 the indebtedness secured thereby or otherwise as a result of the exercise by it of its rights and remedies with respect thereto shall each constitute a Permitted Transfer and such financial institution shall be a "Member" for the purposes of this Agreement, subject to the contrary: (a) A Transfer limitations described above. If such financial institution transfers any portion of a Member's Interest pursuant to which Lender has consented. (b) A Transfer that is not a prohibited Transfer the terms of this Agreement, including pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 15.3 in the event of an Unresolved Deadlock, then, upon the satisfaction consummation of such transfer, the transferee shall have all applicable conditions. of the rights associated with such transferred Interest prior to its transfer to such financial institution (d) The grant of including all voting rights and the right to designate Directors related to such transferred Interest or a leasehold interest portion thereof), and the Member which initially transferred its Interest to such financial institution shall have no more rights in an individual dwelling unit for a term of 2 years or less such Interest (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created extent transferred by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicablefinancial institution). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of Notwithstanding the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision provisions of Section 7.02 to 1, this Agreement does not prohibit the contraryfollowing: (a) A Transfer a transfer of Restricted Shares by the Holder to any Person in connection with (i) a sale of all or substantially all of the assets of the Company and its subsidiaries to a Person which Lender has consented.is not an Affiliate of the Company or (ii) a reorganization, merger, consolidation or other transaction or transactions (whether or not the Company is a party thereto and specifically including, without limitation, open market purchases of securities) as a result of which any person or entity or "group" of persons and/or entities becomes the "beneficial owner" (as those terms are defined in and construed by judicial authority under Rule 13d-3 promulgated under the Exchange Act, as that Rule may be amended from time to time) of Stock and/or options, warrants or other rights to acquire Stock and/or securities convertible into or exchangeable or exercisable for Stock, representing in the aggregate greater than 50% of the ordinary voting power of the Company in the election of directors (any such event described in clauses (i) and (ii) of this Section 2 being a "Change of Control"), provided that such transfer is effective no earlier than the consummation date of such Change of Control; PROVIDED, HOWEVER, that prior to such transfer becoming effective or any agreement or commitment for such transfer being made or becoming effective, the Holder shall give written notice to the Company, in order to provide the Company with the opportunity to analyze the effects of the proposed transfer on the NOL and to discuss the same with the Holder, and such proposed transfer shall not become effective earlier than ten (10) business days following the date that such written notice is delivered; (b) A Transfer that is not a prohibited Transfer the purchase of Stock pursuant to Section 7.02.the exercise of options granted to Holder pursuant to the Company's 1991 Stock Option Plan, or any other stock option plan approved by the Company's Board of Directors; or (c) A Transfer that the sale of not more than 25,000 shares of Stock (as such Stock is conditionally permitted pursuant presently constituted, such number to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares proportionately adjusted in the housing cooperative event of any stock split, combination or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or associationsimilar event) in any calendar quarter. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence (a) Notwithstanding the foregoing, but subject to compliance with the requirements of Section 8.2, the restrictions on Transfer set forth in Section 2 shall not apply to any Transfer (i) of Company Securities to a Credit-Worthy Affiliate of the Transferring Shareholder, provided, that, if the obligations of such Affiliate under the Subscription Agreement are retained or guaranteed by the Transferring Shareholder on a full and unconditional basis, then no determination of Credit-Worthiness shall be required, (ii) of Class A Common Shares having a fair market value (as determined by a majority of the disinterested members of the Board) of up to $50,000,000 by either of Pine Brook or GS to any of their respective limited partners or other passive co-investors under common investment management, provided, that Pine Brook or GS, as applicable, continues to exercise all rights (including any voting or consent rights) under, and remains subject to all obligations and liabilities associated with, the Company Securities Transferred to such limited partners or co-investors, (iii) of Company Securities by a Defaulting Investor to any Investor or New Investor pursuant to Section 1.4 of the Subscription Agreement, (iv) subject to clause (b) below and for so long as GS or JPM, as applicable, (A) holds fifteen percent (15%) or more of the outstanding Class A Common Shares, Class B-1 Common Shares or any other class of voting securities of the Company, (B) has the right to designate more than one (1) member of the Board pursuant to Section 9.1 or (C) otherwise, in good faith and based on the advice of counsel, determines that there is a reasonable likelihood that it could be deemed to control the Company within the meaning of the United States Bank Holding Company Act of 1956 and the rules, regulations and policy guidelines thereunder as in effect from time to time (either clause (A) or (B), in each case subject to appropriate adjustment by agreement of GS, JPM and the Company in good faith upon a change in applicable law, regulation or policy guidelines, or (C), the “BHC Threshold”), of that number of Company Securities required to be Transferred by GS or JPM (or deemed advisable by GS or JPM in good faith and based on the advice of counsel) in order to comply with or to avoid a potential violation of (x) any applicable law or regulation, after GS or JPM, as applicable, has used its commercially reasonable efforts to avoid the Transfer, provided, that nothing in this clause (x) shall be deemed to require GS or JPM, as applicable, to (1) divest or hold separate any of its or any of its Affiliate’s assets or any portion of their respective businesses, (2) forfeit any of its rights to designate directors on the Board pursuant to Section 9.1 of this Agreement, (3) agree to any reduction of the voting power conferred by the Company Securities held by it in excess of any reduction required under Bye-Law 34 of the Bye-Laws, (4) make any material expenditure or (5) agree to any other material condition, qualification or restriction materially and adversely affecting any of the following Transfers will benefits which it would otherwise receive from its investment in the Company had such Shareholder not constitute been subject to the condition, qualification or restriction, or imposing any material burden on such Shareholder, or (y) any order of a court or governmental agency having jurisdiction over GS or JPM, as applicable, or any of its respective Affiliates, (v) of Company Securities through an Event amalgamation, merger or consolidation of Default under a Shareholder or an Affiliate of a Shareholder with, or the sale of all or substantially all the assets of a Shareholder to, a Person at least as Credit-Worthy as such Shareholder or (vi) of Company Securities pursuant to Bye-law 5.5(c) of the Bye-laws. In the case of any Transfer permitted by this Loan Section 3, (x) the Transferring Shareholder shall inform the Company and the Investors of such Transfer in accordance with Section 2.2 and (y) the transferee shall become a party to this Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consentedSubscription Agreement and the Registration Rights Agreement. (b) A Transfer that is not a prohibited No Transfer pursuant to clause (iv) of Section 7.02. 3(a) shall be effective unless (ci) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years GS or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential LeaseJPM, or modifying or terminating any Non-Residential Leaseas applicable, in each case in compliance shall have first complied with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. 2.3 and (gii) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests each Major Investor (other than those created by GS if GS is the Loan Documents transferor) has provided its consent in writing to the proposed transferee (which consent shall not be unreasonably withheld or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creationdelayed); provided, howeverthat if the proposed transferee (A) has a credit strength rating equal to or better than that of GS or JPM, if Borrower as applicable, (as determined by at least any two of Standard & Poor’s, ▇▇▇▇▇’▇ Investors Service or Fitch Ratings) and (B) is diligently prosecuting not engaged in and does not at the time of the proposed Transfer propose to engage in, as a material part of its business or that of its subsidiaries or affiliates, direct competition with the Company as a provider of mortgage insurance or mortgage guaranty products (to the extent such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from mortgage guaranty products are issued in insurance form) in the date of creation or such earlier time as may be required by applicable law territories in which the lienor must act Company operates or reinsurance coverage thereof, but is not reasonably acceptable to enforce the LienMajor Investors (other than GS if GS is the transferor), and GS or JPM, as applicable, has been unable for a period of thirty (30) within which days, using its reasonable best efforts, to obtain such release of record or consummate such other remedy. (i) If Borrower is arrange a housing cooperative corporation or association, the Transfer of the shares Company Securities required to be sold by it to a transferee acceptable to the Major Investors (other than GS if GS is the transferor) on terms not materially less favorable to GS or JPM than those offered by the proposed transferee, then GS or JPM, as applicable, may nonetheless Transfer such Company Securities to the proposed transferee and such Transfer shall be a Permitted Transfer for all purposes of this Agreement. Notwithstanding any provision of this Agreement, the Subscription Agreement or the Bye-laws to the contrary, in the housing cooperative or the assignment event that, following any Transfer of Company Securities pursuant to clause (iv) of Section 3(a), GS holds less than fourteen and nine-tenths percent (14.9%) of the occupancy agreements Class B-1 Common Shares issued or Leases relating thereto to tenant shareholders issuable upon conversion of the housing cooperative or association. Class A Common Shares then outstanding (j1) A Supplemental Instrument that complies with GS shall cease to be a Major Investor for purposes of this Agreement, the Subscription Agreement and the Bye-laws and (2) the number of directors of the Company GS shall be entitled to designate pursuant to Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable9.1 shall be reduced to one (1). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hf) The creation of a mechanic’s, materialmenmaterialman’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, record or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ig) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (jh) A Supplemental Instrument that complies with Section 11.11(if applicable) 11.11 or Defeasance that complies with Section 11.12(if applicable)11.12. (ki) If applicable, a A Preapproved Intrafamily Transfer that satisfies the requirements of pursuant to Section 7.04, if applicable.

Permitted Transfers. The occurrence (a) Notwithstanding the foregoing, but subject to compliance with the requirements of Section 8.2, the restrictions on Transfer set forth in Section 2 shall not apply to any Transfer (i) of Company Securities to a Credit-Worthy Affiliate of the Transferring Shareholder, provided, that, if the obligations of such Affiliate under the Subscription Agreement are retained or guaranteed by the Transferring Shareholder on a full and unconditional basis, then no determination of Credit-Worthiness shall be required, (ii) of Class A Common Shares having a fair market value (as determined by a majority of the disinterested members of the Board) of up to $50,000,000 by either of Pine Brook or GS to any of their respective limited partners or other passive co-investors under common investment management, provided, that Pine Brook or GS, as applicable, continues to exercise all rights (including any voting or consent rights) under, and remains subject to all obligations and liabilities associated with, the Company Securities Transferred to such limited partners or co-investors, (iii) of Company Securities by a Defaulting Investor to any Investor or New Investor pursuant to Section 1.4 of the Subscription Agreement, (iv) subject to clause (b) below and for so long as GS or JPM, as applicable, (A) holds fifteen percent (15%) or more of the outstanding Class A Common Shares, Class B-1 Common Shares or any other class of voting securities of the Company, (B) has the right to designate more than one (1) member of the Board pursuant to Section 9.1 or (C) otherwise, in good faith and based on the advice of counsel, determines that there is a reasonable likelihood that it could be deemed to control the Company within the meaning of the United States Bank Holding Company Act of 1956 and the rules, regulations and policy guidelines thereunder as in effect from time to time (either clause (A) or (B), in each case subject to appropriate adjustment by agreement of GS, JPM and the Company in good faith upon a change in applicable law, regulation or policy guidelines, or (C), the “BHC Threshold”), of that number of Company Securities required to be Transferred by GS or JPM (or deemed advisable by GS or JPM in good faith and based on the advice of counsel) in order to comply with or to avoid a potential violation of (x) any applicable law or regulation, after GS or JPM, as applicable, has used its commercially reasonable efforts to avoid the Transfer, provided, that nothing in this clause (x) shall be deemed to require GS or JPM, as applicable, to (1) divest or hold separate any of its or any of its Affiliate’s assets or any portion of their respective businesses, (2) forfeit any of its rights to designate directors on the Board pursuant to Section 9.1 of this Agreement, (3) agree to any reduction of the voting power conferred by the Company Securities held by it in excess of any reduction required under Bye- Law 34 of the Bye-Laws, (4) make any material expenditure or (5) agree to any other material condition, qualification or restriction materially and adversely affecting any of the following Transfers will benefits which it would otherwise receive from its investment in the Company had such Shareholder not constitute been subject to the condition, qualification or restriction, or imposing any material burden on such Shareholder, or (y) any order of a court or governmental agency having jurisdiction over GS or JPM, as applicable, or any of its respective Affiliates, (v) of Company Securities through an Event amalgamation, merger or consolidation of Default under a Shareholder or an Affiliate of a Shareholder with, or the sale of all or substantially all the assets of a Shareholder to, a Person at least as Credit- Worthy as such Shareholder or (vi) of Company Securities pursuant to Bye-law 5.5(c) of the Bye-laws. In the case of any Transfer permitted by this Loan Section 3, (x) the Transferring Shareholder shall inform the Company and the Investors of such Transfer in accordance with Section 2.2 and (y) the transferee shall become a party to this Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consentedSubscription Agreement and the Registration Rights Agreement. (b) A Transfer that is not a prohibited No Transfer pursuant to clause (iv) of Section 7.02. 3(a) shall be effective unless (ci) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years GS or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential LeaseJPM, or modifying or terminating any Non-Residential Leaseas applicable, in each case in compliance shall have first complied with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. 2.3 and (gii) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests each Major Investor (other than those created by GS if GS is the Loan Documents transferor) has provided its consent in writing to the proposed transferee (which consent shall not be unreasonably withheld or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creationdelayed); provided, howeverthat if the proposed transferee (A) has a credit strength rating equal to or better than that of GS or JPM, if Borrower as applicable, (as determined by at least any two of Standard & Poor’s, ▇▇▇▇▇’▇ Investors Service or Fitch Ratings) and (B) is diligently prosecuting not engaged in and does not at the time of the proposed Transfer propose to engage in, as a material part of its business or that of its subsidiaries or affiliates, direct competition with the Company as a provider of mortgage insurance or mortgage guaranty products (to the extent such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from mortgage guaranty products are issued in insurance form) in the date of creation or such earlier time as may be required by applicable law territories in which the lienor must act Company operates or reinsurance coverage thereof, but is not reasonably acceptable to enforce the LienMajor Investors (other than GS if GS is the transferor), and GS or JPM, as applicable, has been unable for a period of thirty (30) within which days, using its reasonable best efforts, to obtain such release of record or consummate such other remedy. (i) If Borrower is arrange a housing cooperative corporation or association, the Transfer of the shares Company Securities required to be sold by it to a transferee acceptable to the Major Investors (other than GS if GS is the transferor) on terms not materially less favorable to GS or JPM than those offered by the proposed transferee, then GS or JPM, as applicable, may nonetheless Transfer such Company Securities to the proposed transferee and such Transfer shall be a Permitted Transfer for all purposes of this Agreement. Notwithstanding any provision of this Agreement, the Subscription Agreement or the Bye-laws to the contrary, in the housing cooperative or the assignment event that, following any Transfer of Company Securities pursuant to clause (iv) of Section 3(a), GS holds less than fourteen and nine-tenths percent (14.9%) of the occupancy agreements Class B-1 Common Shares issued or Leases relating thereto to tenant shareholders issuable upon conversion of the housing cooperative or association. Class A Common Shares then outstanding (j1) A Supplemental Instrument that complies with GS shall cease to be a Major Investor for purposes of this Agreement, the Subscription Agreement and the Bye-laws and (2) the number of directors of the Company GS shall be entitled to designate pursuant to Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable9.1 shall be reduced to one (1). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: Notwithstanding subsection (a) A Transfer to which Lender has consented. (b) A Transfer that hereof, if Tenant is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that corporation whose stock is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of traded on any commonly recognized national or regional stock exchange or if Tenant is a leasehold interest in an individual dwelling unit for corporation, a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Leaselimited partnership, or modifying or terminating any Non-Residential Lease, a limited liability company with a net worth at the time of Assignment in each case in compliance with Section 6.04. excess of Ten Million Dollars (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy.$10,000,000.00), (i) If Borrower is a housing cooperative corporation or association, the Transfer sale and transfer of the shares stock or other ownership interests in Tenant in transactions effected on a nationally recognized public stock exchange and (whether or not a change in control results) the transfer of stock pursuant to tender offers to shareholders, whether or not solicited, shall not be deemed an Assignment under Section 13.1(a); (ii) Tenant shall have the right, without the prior consent of Landlord, to assign this Lease in connection with a merger, consolidation, or sale of substantially all of its assets so long as the successor is also a corporation whose stock is traded on any commonly recognized national or regional stock exchange ("Qualified Successor"); and (iii) Tenant shall have the right, without the prior consent of Landlord, to assign this Lease or to Sublease all or any portion of the Premises to (1) any parent or subsidiary of Tenant or of such parent or (2) provided Sublease(s) of space either do not exceed an aggregate of 15,000 rentable square feet of the Premises or do not equal or exceed one full floor in the housing cooperative Premises, any joint venture or alliance partner with, or consultant to, Tenant (whether or not affiliated with Tenant) during the assignment course of the occupancy agreements any collaboration or Leases relating thereto to tenant shareholders contract with such party (individually and collectively, a "Permitted Transferee"). However, even if ▇▇▇▇▇▇▇▇'s consent is not required hereunder, ▇▇▇▇▇▇ and any assignee or sublessee of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If Tenant, as applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04must still comply with Sections 13.2, 13.5, and 13.7.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consentedconsented in Lender’s sole discretion (without limiting Lender’s sole discretion, Lender will not consent to a Transfer while an Event of Default exists) so long as Lender has received (i) a $5,000 review fee as a condition of Lender’s considering any proposed Transfer, (ii) a transfer fee in an amount equal to 1% of the unpaid principal balance of the Indebtedness immediately before the Transfer as a condition of Lender’s consent to the proposed Transfer, (iii) reimbursement for all of Lender’s out-of-pocket costs (including reasonable Attorney’s Fees and Costs) incurred in reviewing the Transfer request and any fees charged by the Rating Agencies, (iv) evidence satisfactory to Lender that the transferee and any SPE Equity Owner of such transferee meet the requirements of Section 6.13, and (v) such legal opinions from the transferee’s counsel as Lender deems necessary, including an opinion that the transferee and any SPE Equity Owner is in compliance with Section 6.13, a nonconsolidation opinion (if a nonconsolidation opinion was delivered at origination of the Loan and if required by Lender), an opinion that the assignment and assumption of the Loan Documents has been duly authorized, executed, and delivered and that the assignment documents and the Loan Documents are enforceable as the obligation of the transferee. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hg) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ih) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (ji) A Supplemental Instrument that complies with Section 11.11(if applicable) 12.11 or Defeasance that complies with Section 11.12(if applicable)12.12. (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease at the time of such transaction, Landlord's consent under Section 17.1 or otherwise shall not be required for, and the provisions of Section 17.6 relating to division of excess rent between Landlord and Tenant shall not apply to, any proposed Transfer by Tenant under this Section 17 to any of the following Transfers will not constitute an Event (each of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: whom shall be a "Permitted Transferee"): (a) A Transfer to which Lender has consented. a wholly owned subsidiary of Tenant; (b) A Transfer that an entity with which or into which Tenant may merge whether or not the Tenant is not a prohibited Transfer pursuant to Section 7.02. the survivor of such merger; or (c) A Transfer any entity that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years controlled by, controls or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance is under common control with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creationTenant; provided, however, that any Permitted Transferee under this provision (or, the Permitted Transferee and Tenant on a consolidated basis if Borrower the Transfer is diligently prosecuting such release a sublease for less than all of the Premises for less than all of the Term) must have and maintain a Net Worth (as defined in Section 6.2 above) equal to or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period better than the greater of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is the Net Worth of Tenant at the time of execution of this Lease, or (ii) the Net Worth of Tenant for the year prior to the Transfer. "Control" for purposes of this Section 17 shall mean ownership of a housing cooperative corporation majority voting interest in any such entity or associationthe possession, the Transfer directly or indirectly of the shares in power to direct or cause the housing cooperative or the assignment direction of the occupancy agreements or Leases relating thereto to tenant shareholders day-to-day management of the housing cooperative or association. controlled entity. Tenant must provide Landlord with at least twenty (j20) A Supplemental Instrument days prior written notice of any Transfer to a Permitted Transferee, together with such evidence as Landlord may reasonably request to establish that complies with such Transfer is to a Permitted Transferee. The rights under this Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.are personal to Eden Bioscience Corporation and

Permitted Transfers. The occurrence Subject to the provisions of Article X, any Partner may Transfer its Interest to a transferee permitted by this Section 9.2 (“Permitted Transferee”) without obtaining the prior written consent of the other Partners as required by Section 9.1. Any such Permitted Transferee shall receive and hold its Interest subject to the terms of this Agreement and to the obligations hereunder of the transferor Partner, and there shall be no further Transfer of such Interest or portion thereof except to a person or entity to whom such Permitted Transferee could have transferred its Interest in accordance with this Section 9.2 had such Permitted Transferee originally been a Partner hereunder, or in accordance with the other terms of this Agreement. Notwithstanding any other provision of this Article IX, no Transfer to a Permitted Transferee shall be made (and any such purported Transfer shall be deemed null and void ab initio and of no force and effect) if such Transfer could result in (a) the Partnership ceasing to be classified as a partnership for federal or state income tax purposes, (b) the Partnership becoming a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code, (c) the Partnership failing to meet the “lack of actual trading” safe harbor or any other safe harbor from treatment as a “publicly traded partnership” selected by the General Partner, as described in Treasury Regulations Section 1.7704-1, (d) the Interests being considered to be traded on an “established securities market” or a “secondary market or the substantial equivalent thereof” as those terms are defined in Treasury Regulations Section 1.7704-1 (in addition, such Transfers shall not be “recognized” (as that term is defined in Treasury Regulations Section 1.7704-1(d)(2)) by the Partnership), (e) the Property Subsidiary failing to qualify as a REIT for U.S. federal income tax purposes, (f) the Partnership or the Property Subsidiary, or any other Partnership subsidiary, being treated as a “controlled commercial entity” (as defined in Section 892 of the Code and the Treasury Regulations promulgated thereunder) with respect to the Investor by virtue of a Transfer to an entity owned by the Canadian federal government unless waived in writing by Investor, or (g) violation of the terms of any financing or other agreement to which the Partnership or a Property Subsidiary is a party, in each case ((a) thru (g)), unless the unanimous written consent of each other Partner is obtained, which consent shall not be unreasonably withheld, after full disclosure by the transferor Partner of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary:manner in which (a) thru (g) could be implicated by such proposed Transfer. (a) A Permitted Transfers by ▇▇▇▇▇▇ and/or 1455 GP. ▇▇▇▇▇▇ or 1455 GP may Transfer to which Lender has consented. (b) A their Interest, or any direct or indirect member or partner of ▇▇▇▇▇▇ or 1455 GP, as applicable, may Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold its direct or indirect interest in an individual dwelling unit for a term ▇▇▇▇▇▇ or 1455 GP, as applicable, from time to time and in its sole discretion, without the consent of 2 years any other Partner or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Leasethe Partnership, in each case whole or in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time part as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy.follows: (i) If Borrower to a Control Affiliate of ▇▇▇▇▇▇ or a Control Affiliate of ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”); (ii) as part of a merger, consolidation or similar transaction involving a sale or transfer of all or a substantial portion of the assets owned by ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Inc. so long as the surviving entity of such merger, consolidation or similar transaction is a housing cooperative corporation Control Affiliate of ▇▇▇▇▇▇ or association, the Transfer ▇▇▇▇▇▇ Inc.; or (iii) as part of the shares acquisition, transfer, sale, disposition or issuance of, (A) direct or indirect limited partnership interests in ▇▇▇▇▇▇ or (B) direct or indirect stock interests in ▇▇▇▇▇▇ Inc., in each case, so long as the housing cooperative Interest of ▇▇▇▇▇▇ or 1455 GP, as applicable, is controlled by a Control Affiliate of ▇▇▇▇▇▇ or a Control Affiliate of ▇▇▇▇▇▇ Inc. The parties hereto acknowledge and agree that the assignment acquisition by Blackstone Real Estate Partners V and Blackstone Real Estate Partners VI (collectively, “Blackstone”) of approximately forty-eight percent (48%) of the occupancy agreements or Leases relating thereto to tenant shareholders common equity of the housing cooperative or association▇▇▇▇▇▇ Inc. (on a fully diluted basis) shall constitute a permitted transfer pursuant to Section 9.2. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of Notwithstanding the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision provisions of Section 7.02 to 1, this Agreement does not prohibit the contraryfollowing: (a) A Transfer a transfer of Restricted Shares by any Holder to any Person in connection with (i) a sale of all or substantially all of the assets of the Company and its subsidiaries to a Person which Lender has consented.is not an Affiliate of the Company or (ii) a reorganization, merger, consolidation or other transaction or transactions (whether or not the Company is a party thereto and specifically including, without limitation, open market purchases of securities) as a result of which any person or entity or "group" of persons and/or entities becomes the "beneficial owner" (as those terms are defined in and construed by judicial authority under Rule 13d-3 promulgated under the Exchange Act, as that Rule may be amended from time to time) of Stock and/or options, warrants or other rights to acquire Stock and/or securities convertible into or exchangeable or exercisable for Stock, representing in the aggregate greater than 50% of the ordinary voting power of the Company in the election of directors (any such event described in clauses (i) and (ii) of this Section 2 being a "Change of Control"), provided that such transfer is effective no earlier than the consummation date of such Change of Control; PROVIDED, HOWEVER, that prior to such transfer becoming effective or any agreement or commitment for such transfer being made or becoming effective, the Holder shall give written notice to the Company, in order to provide the Company with the opportunity to analyze the effects of the proposed transfer on the NOL and to discuss the same with the Holder, and such proposed transfer shall not become effective earlier than ten (10) business days following the date that such written notice is delivered. Notwithstanding anything in the foregoing to the contrary, nothing herein shall prohibit any transfer of Restricted Shares by any Holder to the Company; or (b) A Transfer that is the sale by any Holder of not a prohibited Transfer pursuant to Section 7.02.more than one percent (1%) of such Holder's Restricted Shares during any calendar month, beginning with January 1997; or (c) A Transfer that is conditionally permitted pursuant to Section 7.03 the purchase of Stock by any Holder issuable upon the satisfaction exercise of all applicable conditionswarrants currently held by such Holder. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence Notwithstanding provision (a) of this Section 7.15 or any other provisions of this Agreement or any other Loan Document to the contrary, the following Transfers of a Mortgaged Property by Borrower or Guarantor, upon written notice to Lender (however, prior notice will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 be required with respect to the contraryTransfers permitted pursuant to subsections (i) and (ii) below), are permitted without the consent of Lender: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (di) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years units or less (or longer if approved by Lender commercial spaces in writing) not containing an option to purchaseaccordance with the Security Instrument. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (fii) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer sale or other disposition of obsolete or worn out Personalty or Fixtures that are personal property which is contemporaneously replaced by items comparable personal property of equal or better function greater value which is free and quality, which are free clear of Liensliens, encumbrances and security interests other than those created by the Loan Documents or consented to by LenderPermitted Liens. (hiii) The creation of a mechanic’s, ’s or materialmen’s, ’s lien or judgment Lien lien against the a Mortgaged Property, Property which is released of record, bonded, record or otherwise remedied to Lender’s satisfaction within 60 forty-five (45) days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (iiv) If Borrower is a housing cooperative corporation or associationThe grant of an easement if, prior to the Transfer granting of the shares easement, Borrower causes to be submitted to Lender all information required by Lender to evaluate the easement, and if Lender consents to such easement based upon Lender’s determination that the easement will not materially adversely affect the operation of the Mortgaged Property or Lender’s interest in the housing cooperative Mortgaged Property and Borrower pays to Lender, within ten (10) Business Days after demand therefore, all reasonable third party out-of-pocket costs and expenses incurred by Lender in connection with reviewing Borrower’s request. Lender shall not unreasonably withhold its consent to or withhold its agreement to subordinate the assignment lien of a Security Instrument to (A) the occupancy agreements grant of a utility easement serving a Mortgaged Property to a publicly operated utility, or Leases relating thereto (B) the grant of an easement related to tenant shareholders expansion or widening of roadways, driveways and parking areas, provided that any such easement is in form and Colonial/ Grandbridge — Master Credit Facility Agreement substance reasonably acceptable to Lender and does not materially and adversely affect the housing cooperative access, use or associationmarketability of a Mortgaged Property. (j) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence (a) Notwithstanding any prohibitions regarding Transfers, Permitted Transfers (defined below) set forth in subsections b(ii) and b(iii) below will be permitted without Lender's prior consent, provided that the following conditions regarding Permitted Transfers and proposed transferees are met: (i) at least 60 days prior to the proposed Permitted Transfer (except for any Permitted Transfer arising from the death of a natural person, in which case, not more than 30 days after the death) Borrower delivers to Lender a notice that is sufficiently detailed to enable Lender to determine that the proposed Permitted Transfer complies with the terms of this Section. (ii) there is no default under the Loan Documents either when Lender receives the notice or when the proposed Permitted Transfer occurs; and (iii) the proposed Permitted Transfer will not result in a violation of any of the following Transfers covenants contained in the Section entitled, "ERISA COMPLIANCE" ---------------- and Borrower will not constitute an Event deliver to Lender such documentation of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which compliance as Lender has consentedrequests in its sole discretion. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in Upon compliance with Section 6.04. the conditions described in the preceding subsection, the following Transfers (f"Permitted Transfers") A Condemnation with respect to which Borrower satisfies the requirements may occur without ------------------- Lender's prior consent and without payment of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy.any transfer fee: (i) If Transfers or issuance of shares in Existing General Partner and transfers or issuance of limited partnership interests in Borrower is or transfers of direct or indirect interests in the entities that hold such shares or such partnership interests, provided that at all times (a) -------- Existing General Partner remains the managing general partner in Borrower and Borrower delivers to Lender on a housing cooperative corporation quarterly basis notice of changes in the ownership interest of limited partners owning 1% or association, more in Borrower and (b) further that the Transfer foregoing does not permit a disposition in a single transfer or series of related transfers of all or substantially all of the shares direct or indirect interests in Borrower and does not permit a merger of Existing General Partner with one or more other entities (except to the extent that Existing General Partner is the surviving entity after such a merger) and (c) the proposed Permitted Transfer will not result in a violation of any of the covenants contained in the housing cooperative or the assignment Section entitled, "ERISA ----- COMPLIANCE" and Borrower will deliver to Lender such documentation of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association---------- compliance as Lender requests in its sole discretion. (jii) A Supplemental Instrument that complies with Section 11.11(if applicablea one-time right to sell, assign or transfer the entire portfolio of properties securing the Loan, pledged to the Lender by the Borrower (the "Portfolio") to a bona fide third party (the "Portfolio Transferee"), ---------- -------------------- subject to the Lender's approval of the transferee of the Portfolio, based on the following criteria: 1. prior to the Transfer, the Portfolio Transferee has a net worth of at least $75,000,000.00; 2. prior to the Transfer, the Portfolio Transferee is an institutional investor or Defeasance that complies with Section 11.12(if applicable)a developer or manager of first-class commercial, office and industrial real estate comparable to the Portfolio properties and has a reputation in good standing in the industry as an owner and operator/manager of not less than 10 million square feet of first-class office and/or industrial properties of similar quality of the Portfolio; 3. the Portfolio Transferee has expressly assumed the Obligations of Borrower under the Loan Documents; 4. subsequent to the Transfer, the Portfolio is managed by a property manager satisfactory to Lender; and 5. (i) Borrower delivers to Lender an instrument satisfactory to Lender, from each indemnitor who is then party to the Indemnity acknowledging the Transfer and ratifying their continued obligations under the Indemnity, or (ii) Borrower delivers to Lender a substitute environmental indemnity in the form of the Indemnity or otherwise satisfactory to Lender, executed by a substitute indemnitor, satisfactory to Lender in its sole discretion. (kiii) If applicableA one-time right to sell, a Preapproved Intrafamily Transfer that satisfies transfer or assign, in whole or in part, Borrower's interest in the requirements of Section 7.04.Portfolio, or any direct or indirect interest in Borrower (other than in paragraph

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which the Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if 11.11 (if applicable) or Defeasance that complies with Section 11.12(if 11.12 (if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (hg) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (ih) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (ji) A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies with Section 11.12(if applicable). (kj) If applicable, a A Preapproved Intrafamily Transfer that satisfies the requirements of pursuant to Section 7.04, if applicable.

Permitted Transfers. The occurrence of any of the following Transfers will not constitute an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary: (a) A Transfer to which Lender has consented. (b) A Transfer that is not a prohibited Transfer pursuant to Section 7.02. (c) A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all applicable conditions. (d) The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less (or longer if approved by Lender in writing) not containing an option to purchase. (e) Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease, in each case in compliance with Section 6.04. (f) A Condemnation with respect to which the Borrower satisfies the requirements of Section 6.11. (g) A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender. (h) The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding 120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce the Lien) within which to obtain such release of record or consummate such other remedy. (i) If Borrower is a housing cooperative corporation or association, the Transfer of the shares in the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the housing cooperative or association. (j) A Supplemental Instrument that complies with Section 11.11(if 11.11 (if applicable) or Defeasance that complies with Section 11.12(if 11.12 (if applicable). (k) If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04Reserved.