Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control in the Restricted Party, or change in control of Borrowerthe Property, Guarantor, any SPE Component Entity or any Affiliated the Property to be managed by a Person who is not a Qualified Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer (c) the sale or transfer of stock in SCI provided such stock is listed on a nationally recognized stock exchange, (Bd) Borrower shall continue subject to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of providing prior notice to Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) transfers of the direct or indirect interest in Borrower by and among SCI, SCOLP and their Affiliates, provided that no such transfers shall result in a change in Control of the Borrower or a change in control of the Property, (e) transfers of the limited partnership interests in SCOLP or reductions of SCI's ownership interest in SCOLP, provided that after such transfer (or reduction of ownership interests in Borrower immediately following such transfer (provided such transferee owned the case of SCI) SCI shall continue to Control SCOLP and own not less than twenty twenty-five percent (2025%) (or ten percent (10%), as applicable) of the direct equity partnership interests in SCOLP, or indirect (f) the issuance of additional stock in, or redemption of stock in, SCI, the issuance of additional limited partnership interests in, or redemption of limited partnership interests in, SCOLP, and the issuance of additional ownership interests in Borrower as in, or the redemption of the Closing Date)ownership interests in, Lender may request the Affiliates of SCI and SCOLP (other than Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%Entity, if any). Notwithstanding the foregoing, or to increase its equity interests any transfer that results in Borrower or any SPE Component Entity from an amount that is less than Person owning in excess of forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver of the ownership interest in a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on shall comply with the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this requirements of Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity7.4 hereof.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower, Ashford Keys Junior Operating Lessee or any Pledged Entity) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower, Ashford Keys Junior Operating Lessee or any Pledged Entity) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower, Ashford Keys Junior Operating Lessee or any Pledged Entity); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrowerany Recourse Entity, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component each Recourse Entity, (iii) following such Transfer, Borrower Borrower, Ashford Keys Senior Operating Lessee, each Pledged Entity and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower Borrower, Ashford Keys Junior Operating Lessee or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower Borrower, Ashford Keys Junior Operating Lessee or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower, Mortgage Borrower and or Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-publicly traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine (i) Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in each Pledged Entity (other than Ashford Keys Senior Operating Lessee) and (ii) Ashford Keys Junior Operating Lessee must at all times own one hundred percent (100%) of the SPE Component Entitydirect equity interests in Ashford Keys Senior Operating Lessee.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7Agreement, Senior Mezzanine Borrower must at during the Lock-Up Period, the Special Holders, other Equityholders and the CCNB1 Independent Directors may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (including a Founder Holder), also to the IVP Representative, and in the case of such a Transfer by (x) an Xxxxxxx Equityholder or its Permitted Transferees, (y) an IVP Equityholder or its Permitted Transferees, or (z) a BluJay Equityholder or its Permitted Transferees, also to the Sponsor or (ii) (a) a charitable organization, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (including a Founder Holder) also to the IVP Representative, and in the case of such a Transfer by (I) an Xxxxxxx Equityholder or its Permitted Transferees, (II) an IVP Equityholder or its Permitted Transferees or (III) a BluJay Equityholder or its Permitted Transferees, also to the Sponsor; (b) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; or (d) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all times own one hundred percent of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination or the BluJay Acquisition, as appropriate; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (100%ii) of above, (1x) the direct limited partnership interests restrictions and obligations contained in Borrower Section 5.1 and this Section 5.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (2y) the direct equity interests Transferee of such Lock-Up Shares shall have no rights under this Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Agreement. Any Transferee of Lock-Up Shares who is a Permitted Transferee of the Transferor pursuant to this Section 5.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering a joinder in the SPE Component Entityform attached to this Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement.

Permitted Transfers. Notwithstanding anything contained the provisions set forth in Section 4.1, each Holder (other than the Loan Documents to EDNCU Holder and its EDNCU Lock-Up Permitted Transferees) and its Lock-up Permitted Transferees may Transfer the contrary, Lock-up Shares during the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: Lock-up Period (a) a Transfer to (but not i) such Holder’s investors, officers or directors, (ii) any direct or indirect controlled Affiliates (as defined below) or immediate family members of such Holder’s officers or directors (as defined in the pledgeSecurities and Exchange Act of 1934, as amended), or (iii) by devise any direct or descent or by operation of law upon the death or as a result indirect controlled Affiliates of the legal incapacity of a natural person of such Person’s interest in a Restricted Party Holders (other than Borrower and Senior Mezzanine Borrowerthe EDNCU Holder) to that are not competitors of the person Company or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that any employees of any such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personAffiliates; (b) Transfers (but not pledges) made in good faith for estate planning purposes the case of an individual’s interests in any Restricted Party , (other than Borrower i) by bona fide gift or charitable contribution without consideration, (ii) by virtue of laws of descent and Senior Mezzanine Borrowerdistribution upon death of the individual and (iii) to the spouse or any lineal descendant of such individual, or pursuant to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transferqualified domestic relations order; (c) the Transfer by virtue of such Holder’s certificate of incorporation or bylaws (but not the pledge) or equivalent), as amended, upon dissolution of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower)such Holder; and (d) an Additional in connection with a bona fide gift or charitable contribution without consideration; (e) with the written consent of the Board or (f) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (f) as approved by the Board or a duly authorized committee thereof, which results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date (collectively, the “Lock-up Permitted TransferTransferees”); provided, however, with respect to that in the case of clauses (a), (b), (c), and ) through (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in Lock-up Permitted Transferee must execute a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityJoinder Agreement.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrowerany Recourse Entity, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component each Recourse Entity, (iii) following such Transfer, Borrower Borrower, Ashford Keys Senior Operating Lessee, each Pledged Entity and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower Borrower, Ashford Keys Senior Operating Lessee or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower Borrower, Ashford Keys Senior Operating Lessee or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine or Mortgage Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior (i) Junior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in Borrower, (ii) Borrower must at all times own one hundred percent (100%) of the SPE Component Entitydirect equity interests in each Pledged Entity (other than Operating Lessee), and (iii) Ashford Keys Senior Operating Lessee must at all times own one hundred percent (100%) of the direct equity interests in each Operating Lessee.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Mortgage Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control of in Borrower, Guarantor, any SPE Component Entity Mortgage Borrower or any Affiliated Borrower Principal or a change in the Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, transfer of direct interests in Borrower (A) except with respect to clause (a) and (dthe extent otherwise permitted hereunder), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer, (Bc) the transfer of interests held by Sponsor and its Affiliates in any Restricted Party other than Borrower shall continue to comply or Mortgage Borrower in connection with the representationspurchase, warranties and covenants contained sale and/or financing of the ownership interests in Sections 4.38other properties owned by Sponsor, 5.18 and 5.23 hereof provided that (and upon request i) no such transfers shall result in a change in Control in Borrower or Mortgage Borrower or a change in Control of Lender, deliver to Lender a statement signed by an authorized officer the Manager (ii) Sponsor remains at all times the general partner of Borrower which certifies Principal, and (iii) Sponsor continues to such compliance), (C) to the extent any transferee will own twenty no less than twenty-five percent (2025%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower, (d) transfers of direct or indirect interests in Borrower immediately following Principal, provided that (i) no such transfer transfers shall result in a change in Control in Borrower, Mortgage Borrower or Manager, (provided such transferee owned ii) Sponsor remains at all times the general partner of Borrower Principal, and (iii) Sponsor continues to own no less than twenty percent twenty-five (2025%) (or ten percent (10%), as applicable) of the direct or indirect interests in Borrower, (e) so long as Sponsor is a publicly traded company, the pledge of Sponsor's interests in any Restricted Party other than Borrower or Mortgage Borrower to secure an operating debt facility of Sponsor, provided that (i) such operating debt facility is secured by a pledge of interests in entities having a direct or indirect interest in substantially all of the properties directly or indirectly owned by Sponsor and (ii) the beneficiary of such pledge shall be a major financial institution with significant real estate experience involving properties similar to the Property, (f) Sponsor and its Affiliates may sell (but not pledge) to a Qualified Investor up to 75% of the direct or indirect, non-managing membership interests in Borrower, provided that (i) Sponsor at all times maintains Control of the Borrower and Mortgage Borrower (subject to the veto rights, if any, of such Qualified Investor with respect to Major Decisions, provided that no such veto right shall be construed to affect any rights or remedies of Lender under the Loan Documents) and Borrower (ii) Sponsor shall at all times own, directly or indirectly, at least 25% of the ownership interests in Borrower as of the Closing Date), Lender may request and Mortgage Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listiii) the results Property shall at all times be managed by a Qualified Manager, (g) transfers of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity ownership interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent Sponsor so long as Sponsor is a publicly traded entity, (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (eh) the salemerger of Sponsor with or into another entity, transfer or issuance of shares of common stock in any Restricted Party provided that (other than Borrower and Senior Mezzanine Borrowerx) that the surviving entity is publicly traded and listed on (y) such merger does not result in a change of Control in Borrower, Mortgage Borrower or Borrower Principal, (i) encumbrances of the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from LenderTower Parcel portion of the Property with 365 parking covenants for the benefit of the property located at 000 Xxxxx Xxxxxx Xxxxxx, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made Xxx Xxxxxxx, Xxxxxxxxxx pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any the terms of the foregoing Transfers shall be paid by Borrower whether Mortgage Loan Agreement, or not any such Transfer is consummated(j) with respect to the Garage Parcel, the execution of a parking covenant agreement pursuant to the terms of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in this Article 7Section 7.3, Senior Mezzanine Borrower must at all times own one hundred if any Sale or Pledge permitted under this Section 7.3 results in any Person and its Affiliates owning in excess of forty-nine percent (10049%) of (1) the direct limited partnership ownership interests in Borrower, Mortgage Borrower or Borrower Principal, Borrower shall, prior to such transfer, and (2) in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the direct equity interests in the SPE Component EntityRating Agencies.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person direct member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoSPE Component Entity, provided so long as Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party Borrower or SPE Component Entity is promptly reconstituted, if applicable, following the death or incapacity of such personmember, partner or shareholder and there is no change in Control of such Borrower or SPE Component Entity as a result of such transfer; (b) Transfers (but not pledges) made in good faith transfers for estate planning purposes of an individual’s direct interests in any Restricted Party (other than a Borrower and Senior Mezzanine Borrower) or SPE Component Entity to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided so long as such Restricted Party Borrower or SPE Component Entity is reconstituted, if required, following such Transfertransfer and there is no change in Control of such Borrower or SPE Component Entity as a result of such transfer (notwithstanding the foregoing clauses (a) and (b), in the event there is a conflict between clauses (a) and (b) and clauses (e), (f), and (g) of this Section 7.3, the provisions set forth in Section 7.3(e), (f) and (g) shall prevail); (c) the Transfer Sale or Pledge, in one or a series of transactions, of not more than forty‑nine percent (but not the pledge49%) of the stock, limited partnership interests or non‑managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control in the Restricted Party, or change in control of Borrower, Guarantor, any SPE Component Entity the Property or any Affiliated the Property to be managed by a Person who is not a Qualified Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfertransfers, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iviii) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer except with respect to subclause (a) above, and (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (Civ) to the extent any such transferee will shall own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (Dd) if the sale or transfer of stock in SCI provided such Transfer shall cause any transferee, together with its Affiliates, to acquire stock is listed on a nationally recognized stock exchange; (e) transfers of the direct or indirect equity interest in Borrower by and among SCI, SCOLP and their Affiliates, provided that no such transfers shall result in a change in Control of the Borrower or a change in control of the Property; (f) transfers of the limited partnership interests in SCOLP or reductions of SCI’s ownership interest in SCOLP, provided that after such transfer (or reduction of ownership interests in the case of SCI) SCI shall continue to Control SCOLP and own not less than twenty-five percent (25%) of the equity partnership interests in SCOLP; (g) the issuance of additional stock in, or redemption of stock in, SCI, the issuance of additional limited partnership interests in, or redemption of limited partnership interests in, SCOLP, and the issuance of additional ownership interests in, or the redemption of the ownership interests in, the Affiliates of SCI and SCOLP (other than Borrower or any and the SPE Component Entity aggregating Entity, if any); (h) transfers of Personal Property subject to more than forty-nine percent a purchase money security interest; and (49%)i) in connection with a Partial Assumption pursuant to Section 7.6 hereof, any Sale or Pledge by the Transferee, and/or its constituent shareholders, partners, members or managers, of their respective membership, partnership, ownership or management interests, whether direct or indirect, in such Transferee or such constituent shareholders, partners, members or managers, as the case may be, to increase Borrower Principal or SCI and/or any Affiliate thereof. Notwithstanding the foregoing, any transfer that results in any Person and its equity interests Affiliates owning in Borrower or any SPE Component Entity from an amount that is less than forty-nine excess of forty‑nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership ownership interests in Borrower and (2) the direct equity interests in the or SPE Component EntityEntity shall comply with the requirements of Section 7.4 hereof.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2 hereof, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner, shareholder or other beneficial owner of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoParty, provided so long as Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personmember, partner or shareholder and there is no change in Control of such Restricted Party as a result of such transfer; (b) Transfers (but not pledges) made the Transfer, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individualthan forty-nine percent (49%), spouse or lineal descendantin the aggregate, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the direct or indirect stock, general partnership interests, limited partnership interests, managing membership interests, non-managing membership interests or membership other beneficial ownership interests (as the case may be) in Borrower; provided Borrower Principal maintains at least a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the % direct or indirect equity interests in, and Control, ownership interest in Borrower and any SPE Component Entity, (iii) following such Transfer, Controls Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereoffurther provided, (iv) as a condition to each such Transferthat, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any such transferee will shall own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (ec) the saletransfer of the Leased Property, transfer or issuance of shares of common stock as defined in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made Operating Lease pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any the terms of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to Operating Lease Agreement and the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.Loan Documents; and

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7Agreement, Senior Mezzanine Borrower must at during the Lock-Up Period, the Special Holders, other Equityholders and the CCNB1 Independent Directors may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (including a Founder Holder), also to the IVP Representative, and in the case of such a Transfer by (x) an Xxxxxxx Equityholder or its Permitted Transferees or (y) an IVP Equityholder or its Permitted Transferees, also to the Sponsor or (ii) (a) a charitable organization, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (including a Founder Holder) also to the IVP Representative, and in the case of such a Transfer by (I) an Xxxxxxx Equityholder or its Permitted Transferees or (II) an IVP Equityholder or its Permitted Transferees, also to the Sponsor; (b) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; or (d) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all times own one hundred percent of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (100%ii) of above, (1x) the direct limited partnership interests restrictions and obligations contained in Borrower Section 5.1 and this Section 5.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (2y) the direct equity interests Transferee of such Lock-Up Shares shall have no rights under this Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Agreement. Any Transferee of Lock-Up Shares who is a Permitted Transferee of the Transferor pursuant to this Section 5.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering a joinder in the SPE Component Entityform attached to this Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderLender or compliance with the provisions of Section 7.4 hereof: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s 's interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s 's interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transferincluding, without limitation, a Transfer to a wholly-owned Affiliate of Guarantor; provided, however, with respect to clauses (a), (b), ) and (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall collectively own not less than fifty-one percent (51%) of the direct or indirect equity interests inin Borrower and any SPE Component Entity, and Control, Control Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s 's sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (ed) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7Investor Rights Agreement, Senior Mezzanine Borrower must at all times own one hundred percent during the Lock-Up Period applicable to such Person, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (100%i) any of such Person’s Permitted Transferees (other than pursuant to clause (e) of the definition thereof), upon written notice to PubCo and, in the case of such a Transfer by a Founder Holder or its Permitted Transferees, the Members’ Representative, and in the case of such a Transfer by a Member or its Permitted Transferees, the Sponsor or (1ii) (a) a charitable organization, upon written notice to PubCo and, in the case of such a Transfer by a Founder Holder or its Permitted Transferees, the Members’ Representative, and in the case of such a Transfer by a Member or its Permitted Transferees, the Sponsor; (b) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; or (d) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (ii)(a), clause (ii)(b) or clause (ii)(c) above, (x) the direct limited partnership interests restrictions and obligations contained in Borrower Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (2y) the direct equity interests Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall be required, at the time of and as a condition to such Transfer, to become a party to this Investor Rights Agreement and, if applicable, and the Amended Sponsor Letter, by executing and delivering a joinder in the SPE Component Entityform attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement and, if applicable, the Amended Sponsor Letter.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.02, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent provided no Event of Lender: Default exists (each, a “Permitted Transfer”): (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower Party; and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made the transfer, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses transfers pursuant to clause (a), ) and (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfer shall result in a change of control in Control the Restricted Party or a change of Borrower, Guarantor, any SPE Component Entity or any Affiliated Managercontrol of the day-to-day operations of the Property, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to transfer under clause (a) and (db), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer, (Biii) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be evidence reasonably acceptable to Lender with respect to such transferee; that there has not been and will not be any breach of the representations and covenants set forth in Article VI hereof and (Div) if no such Transfer transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests result in Borrower or any SPE Component Entity aggregating to the transferee owning more than forty-nine percent (49%), ) of the direct or to increase its equity indirect interests in the Borrower or any SPE Component Entity from an amount that is less than if such transferee did not own forty-nine percent (49%) to an amount that is greater than or more of the direct or indirect interests in the Borrower as of the date hereof. Notwithstanding the foregoing, if any transfer permitted under this Section 7.03 results in any Person owning in excess of forty-nine percent (49%)) of the ownership interest in a Restricted Party, Borrower shall shall, prior to such transfer, deliver a New Nonrevised substantive non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver consolidation opinion to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers such transfer, which opinion shall be paid by Borrower whether or not any such Transfer is consummatedin form, scope and substance reasonably acceptable in all respects to Lender and acceptable in all respects to the Rating Agencies. Notwithstanding anything to the contrary contained foregoing, in this Article 7the event that Borrower is a single member limited liability company, Senior Mezzanine no transfer shall be permitted which results in the Borrower must at all times own having more than one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entitymember.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrowerany Recourse Entity, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component each Recourse Entity, (iii) following such Transfer, Borrower Borrower, Ashford Keys Senior Operating Lessee, each Pledged Entity and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower Borrower, Ashford Keys Senior Operating Lessee or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower Borrower, Ashford Keys Senior Operating Lessee or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine or Mortgage Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine (i) Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in each Pledged Entity (other than Operating Lessee), and (iii) Ashford Keys Senior Operating Lessee must at all times own one hundred percent (100%) of the SPE Component Entitydirect equity interests in each Operating Lessee.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result a Lease entered into in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manageraccordance with the Loan Documents, (ii) following such Transfera Permitted Encumbrance, (iii) provided that no Event of Default shall then exist and subject to the requirements in clauses (A)-(E) below and the carryover provisions afterwards, (1) any Transfer among the Borrowers, (2) a Guarantor shall own not less than fiftyTransfer of up to twenty-one five percent (5125%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entityinterest in PMG Xxxx 00xx Xxxxxx LLC to employees of PMG pursuant to employee incentive arrangements with no voting or control rights, (iii3) following such Transfer, Borrower and any SPE Component Entity shall continue a Transfer of up to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent of the direct or indirect interests in Sponsor by Sponsor Equity Principal or its wholly owned subsidiaries (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance excluding holders of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender shares in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary Sponsor Equity Principal whose transfer rights are contained in clause (4) of this Article 7definition) to any Qualified Investor; provided that Sponsor Equity Principal shall at all times retain unilateral control of Sponsor Equity Principal's indirect equity investment entity in Sponsor, Senior Mezzanine Borrower must (4) a Transfer by Sponsor Equity Representative and any other owner of publicly traded shares in Sponsor Equity Principal; provided that Sponsor Equity Representative or his Immediate Family shall at all times own no less than twenty (20%) of the shares of Sponsor Equity Principal and Sponsor Equity Representative shall at all times be the chairman of the board of directors of Sponsor Equity Principal, (5) a Transfer by Sponsor Investor of one hundred percent (100%) of its direct interests in Sponsor to Sponsor Managing Member pursuant to its Equity Put Right, (16) any Transfer which shall result from Sponsor Investor's right to remove Sponsor Managing Member as the manager of Sponsor and to replace Sponsor Managing Member with an experienced and qualified Replacement Manager (provided that an additional guarantor approved by Lender in accordance with the provisions of this "Permitted Transfer" section shall be provided), or (7) a Transfer of up to 27.5% of the direct or indirect interests in Sponsor to an entity controlled by Xxxxxx Xxxxxx, or (iv) provided that no Event of Default shall then exist, a Transfer (but not a pledge, hypothecation or other encumbrance) of a direct or indirect interest in Borrower other than the membership interest held by Sole Member, or a Transfer (but not a pledge, hypothecation or other encumbrance) of a direct or indirect interest in Sole Member, or a Transfer (but not a pledge, hypothecation or other encumbrance) of a direct or indirect interest in Sponsor, to any Person provided that (A) such Transfer shall not (x) cause the transferee (other than Control Principals), together with its Affiliates (other than as set forth in clause (iii)(6) above) to acquire Control of Borrower, Sole Member or Sponsor or (other than with respect to Sponsor Equity Principal or its wholly owned subsidiaries and clause (iii)(5) above) to increase its direct or indirect interest in Borrower, Sole Member or Sponsor to an amount which equals or exceeds fifty percent (50%), (y) (other than with respect to Sponsor Equity Principal or its wholly owned subsidiaries and clause (iii)(5) above) involve a Transfer of more than (when added to all prior Transfers) fifty percent (50%) of the direct or indirect interest in Borrower, Sole Member or Sponsor, or (z) (other than as set forth in clause (6) above) result in Borrower, Sole Member or Sponsor no longer being Controlled by Control Principals, (B) after giving effect to such Transfer, Control Principals shall continue to own at least 15% of all equity interests (direct or indirect) in Borrower, Sole Member and Sponsor and (other than as set forth in clause (6) above) Control Borrower, Sole Member and Sponsor (or at least 7% of such equity interests, in the event of any Permitted Transfer as set forth in clause (7) above), (C) (other than with respect to clause (iii)(4) above in connection with Transfers other than by Sponsor Equity Representative and his Immediate Family) if such Transfer would cause the transferee to increase its direct or indirect interest in Borrower, Sole Member or Sponsor, and such transferee does not own a direct or indirect equity interest in Borrower, Sole Member or Sponsor on the date hereof, to an amount which equals or exceeds ten percent (10%), Lender shall have approved in its reasonable discretion such proposed transferee, which approval shall be based upon Lender's satisfactory determination as to the reputable character and creditworthiness of such proposed transferee, as evidenced by credit and background checks performed by Lender and such other typical underwriting, financial statements and other information reasonably requested by Lender, (D) (other than with respect to clause (iii)(4) above in connection with Transfers other than by Sponsor Equity Representative and his Immediate Family) Borrower shall give Lender notice of such Transfer together with unexecuted drafts of all instruments effecting such Transfer not less than five (5) days prior to the date of such Transfer (provided executed copies of all instruments effecting such Transfer are delivered to Lender concurrently with such Transfer), and (E) the direct limited partnership interests in legal and financial structure of Borrower and (2) Sole Member and the single purpose nature and bankruptcy remoteness of Borrower and Sole Member after such Transfer, shall satisfy Lender's then current applicable underwriting criteria and requirements. For the purposes of this definition, "unilateral control" means the power to direct equity interests in the SPE Component Entity.management and policies of such Person, directly or indirectly, whether as an officer, director, member, or otherwise through the ownership of voting securities, by contract or otherwise. Notwithstanding anything to the contrary herein, with respect to any Transfer without Lender consent:

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7Agreement, Senior Mezzanine Borrower must at during the Lock-Up Period, the Holder may Transfer, without the consent of Biodexa, any of its Lock-Up Shares to (a) any of its Permitted Transferees, upon written notice to Biodexa or (b) (i) a bona fide charitable organization, upon written notice to Biodexa; (ii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iii) in the case of an individual, pursuant to a qualified domestic relations order; (iv) in the case of an entity, Transfers by virtue of the laws of the jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (v) pursuant to transactions of ADS or other securities convertible into or exercisable or exchangeable for ADS acquired in open market transactions after the Closing; (vi) pursuant to the exercise of any options or warrants to purchase ADS (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); and (vii) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all times own one hundred percent of Biodexa’s stockholders having the right to exchange their ADS for cash, securities or other property subsequent to the date hereof; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (100%b) of above, (1x) the direct limited partnership interests restrictions and obligations contained in Borrower Section 1.1 and this Section 1.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (2y) the direct equity interests Transferee of such Lock-Up Shares shall have no rights under this Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Agreement. Any Transferee of Lock-Up Shares who is a Permitted Transferee of the Transferor or a Transferee pursuant to clause (b) above pursuant to this Section 1.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering a joinder in the SPE Component Entityform attached to this Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement.

Permitted Transfers. Notwithstanding anything contained The rights of first refusal and the co-sale rights of the Preferred Holders provided in the Loan Documents to the contrary, the following Transfers Section 6.3 and Section 6.4 of legal or beneficial equity interests this Agreement shall not be deemed apply to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) of any Restricted Share by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party any Selling Shareholder to any Person (other than Borrower and Senior Mezzanine Borrowerany Company’s Competitor) of an aggregate of up to 4,576,120 Ordinary Shares (as appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following Shares after the death or incapacity date of such personthis Agreement); (b) Transfers a Transfer of up to 6,477,612 Ordinary Shares of the Company (but not pledgesas appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Shares after the date of this Agreement), by Founder to any director, officer or other employee, provided that such sale and transfer complies with all Applicable Law; (c) made in good faith for estate planning purposes a Transfer of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) Share to any employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to the spouse or ESOP; (d) any lineal descendant Transfer of the Restricted Shares to a wholly-owned subsidiary of such individualperson, the parents, children or spouse, or to a trust trusts for the benefit of any one or more of such individualpersons, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stockSelling Shareholders for bona fide estate planning purposes (e) a Transfer of any Restricted Share for the purposes of consummation of a Qualified IPO with prior written consent of the Preferred Majority (each Transfer referred to in the foregoing clauses (a) to (e), partnership or membership interests a “Permitted Transfer”, and each transferee under the foregoing clauses (as a) to (e), a “Permitted Transferee”); provided that such transferor shall at all times remain subject to the case may be) terms and restrictions set forth in a Restricted Party this Agreement and remain liable for any breach by such Permitted Transferee of any provisions of this Agreement and the other relevant Transaction Documents; provided further that such transferor shall deliver to the Company and each Preferred Holder adequate documentation for each Permitted Transfer, that each Permitted Transferee (other than Borrower the Company) shall agree in writing to be bound by this Agreement (and Senior Mezzanine Borrower); each other relevant Transaction Documents then in effect) in place of the same capacity as such transferor and (d) an Additional Permitted Transfer; provided, however, with in respect of the Restricted Shares to clauses (a), (b), (c)be Transferred and shall execute a Deed of Accession and become a party to, and (d) aboveto be bound by, (i) other than after an Advised Entity Transfer, no this Agreement and that each Permitted Transferee shall not Transfer any Restricted Share Transferred to it by such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity transferor except to such transferor or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice another Permitted Transferee of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entitytransferor.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents herein to the contrary, the following Transfers restrictions set forth in the first sentence of legal or beneficial equity interests Section 2 shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderapply to: (ai) any Transfer of Company Common Stock, Company Restricted Common Stock or Company Non-Voting Common Stock by an Individual Stockholder that is a Transfer natural person (but not or a trust or entity of the pledgetype described below) (A) by devise gift to, or descent for the benefit of, any member or members of his or her immediate family (which shall include any spouse, or any lineal ancestor or descendant, niece, nephew, adopted child or sibling of him or her or such spouse, niece, nephew or adopted child), (B) to a trust under which the distribution of the Securities may be made only to such Individual Stockholder and/or such Individual Stockholder’s immediate family or (C) to a partnership or limited liability company for the benefit of the immediate family of such Individual Stockholder and the partners or members of which are only such Individual Stockholder and such Individual Stockholder’s immediate family; (ii) any Transfer of such Securities by an Individual Stockholder that is a natural person to the heirs, executors or legatees of such Individual Stockholder by operation of law or court order upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personIndividual Stockholder; or (biii) Transfers (but any Transfer of such Securities by an Individual Stockholder that is not pledges) made in good faith for estate planning purposes of a natural person to an individual’s interests Affiliate; provided, that such Affiliate does not engage in any Restricted Party Competitive Activity (each of the Transfers referenced in clauses (i), (ii) and (iii) above which is otherwise in accordance with the provisions of this Section 5 is referred to herein as a “Permitted Transfer”). Upon any Permitted Transfer of Company Common Stock, the transferor shall retain a proxy to vote the same or shall (x) exchange the same with the Company for a share of Company Non-Voting Common Stock and, if such transferor so chooses (y) purchase from the Company for its par value a share of Company Special Voting Stock and Transfer in such Permitted Transfer only the share of Company Non-Voting Common Stock. In all such cases the Company shall take all reasonable actions to cooperate with the transferee and promptly effectuate any required exchanges or other than Borrower and Senior Mezzanine Borrower) arrangements contemplated hereby. The recipient of any Securities pursuant to the spouse or any lineal descendant of such individualforegoing shall be referred to herein as a “Permitted Transferee” and shall be deemed a “Management Stockholder”, an “Other Stockholder”, or to a trust for the benefit of any one or more of such individualan “Executive Stockholder”, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control for all purposes of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityAgreement.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents Subject only to the contraryrestrictions in Section 4.1 and this Section 4.2, the following Transfers of legal any Stockholder may Transfer Shares to any Permitted Transferee, in whole at any time or beneficial equity interests shall not be deemed in part from time to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfertime; provided, however, with respect that, if at any time after such a Transfer of Shares by a Stockholder to clauses a Person that is, at such time, a Permitted Transferee, such Person ceases to be a Permitted Transferee of such Stockholder (a), (b), (c), and (d) above, except as a result of (i) other than after an Advised Entity Transfera bona fide restructuring of (x) The Carlyle Group or any one or more business segments or business lines thereof, no if such Transfers shall result in Stockholder or Person is a change in Control of Borrower, Guarantor, any SPE Component Carlyle Entity or (y) Xxxxxxx & Xxxxxxxx LLC or any Affiliated Managerone or more business segments or business lines thereof, if such Stockholder or Person is an H&F Entity, in each case, including any restructuring in connection with an initial public offering or (ii) following any such Transferrestructuring contemplated by clause (i), a Guarantor shall own not less than fifty-one percent (51%) any change of the direct control of any public company that controls such Stockholder or indirect equity interests insuch Person that, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each result of such Transferprior restructuring, (A) except with respect to clause (a) and (dis not a change of control of such Person or such Stockholder, respectively), Lender such Person shall receive not less than thirty (30) days prior written notice transfer such Shares to such Stockholder or a Permitted Transferee of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more Stockholder (or, if such transferee is not formed, organized or incorporated in, or is not a citizen ofsubject to the written consent of all Sponsors, the United States Company or any other Sponsor Investor) for cash consideration equal to the Fair Market Value of Americasuch Shares (or such other consideration (if any) to which such Person and such Stockholder agree); provided, ten percent further, that at no time shall the aggregate number of holders of Shares by (10%)1) of the direct Blue Spectrum Entities or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than the GIC Entities as applicable, exceed twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer one time or (e2) any Manager Group exceed three (3) at any one time or, in each case, such larger number to which the saleCompany shall consent in writing (such consent not to be unreasonably withheld, transfer conditioned or issuance delayed). Notwithstanding the foregoing, without the prior written consent of shares of common stock in all Financial Investors, (x) no Carlyle Entity may Transfer any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made Shares pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of 4.2 to any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent Permitted Transferee (100%other than a Permitted Sponsor Transferee) of (1) the direct limited partnership interests in Borrower such Carlyle Entity and (2y) the direct equity interests in the SPE Component Entityno H&F Entity may Transfer any Shares pursuant to this Section 4.2 to any Permitted Transferee other than a Permitted Sponsor Transferee.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower, Ashford Keys Junior Operating Lessee or any Pledged Entity) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower, Ashford Keys Junior Operating Lessee or any Pledged Entity) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower, Ashford Keys Junior Operating Lessee or any Pledged Entity); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrowerany Recourse Entity, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component each Recourse Entity, (iii) following such Transfer, Borrower Borrower, Ashford Keys Senior Operating Lessee, each Pledged Entity and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower Borrower, Ashford Keys Junior Operating Lessee or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower Borrower, Ashford Keys Junior Operating Lessee or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower, Mortgage Borrower and or Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-publicly traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. 100 Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine (i) Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in each Pledged Entity (other than Ashford Keys Senior Operating Lessee) and (ii) Ashford Keys Junior Operating Lessee must at all times own one hundred percent (100%) of the SPE Component Entitydirect equity interests in Ashford Keys Senior Operating Lessee.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Borrower, Ashford Keys Senior Mezzanine BorrowerOperating Lessee or any Pledged Entity); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrowerany Recourse Entity, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component each Recourse Entity, (iii) following such Transfer, Borrower Borrower, Ashford Keys Senior Operating Lessee, each Pledged Entity and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.,

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender’s consent: (a) a Transfer transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or Confidential Treatment Requested by BANA XXXX-Xxxx-00127 shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer transfer (but not the pledge) ), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party Party, or (other than Borrower and Senior c) a Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, howeverthat, with respect to the transfers listed in clauses (a), (b), ) or (c), and (d) above, (A) Lender shall receive ten (10) Business Days prior written notice of such transfers, (B) except in connection with a Mezzanine Foreclosure, after giving effect to such transfers Borrower Principal Family Group shall (i) other than after an Advised Entity Transfer, no such Transfers shall result own at least a 25% direct or indirect interest in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Borrower and Affiliated Manager, (ii) following such TransferControl Borrower and Affiliated Manager, a Guarantor shall own not less than fiftyand (iii) control the day-one percent (51%) to-day operation of the Property, (C) the Property shall continue to be managed by Affiliated Manager or a Qualified Manager in the manner in which the Property is managed immediately prior to such transfer, (D) in the case of the transfer of any direct ownership interests in Borrower or indirect equity interests in, and Control, Borrower and in any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity transfers shall continue to satisfy be conditioned upon the requirements continued compliance with the relevant provisions of Section 6.1 Article 6 hereof, (ivE) as no such transfers shall permit Sotheby’s to exercise its right of first offer contained in Article 23 of the Sotheby’s Lease or shall otherwise constitute a condition to each such TransferSotheby’s Event of Default, (A) except with respect to clause (a) and (d)F) in the case of any transfer that, Lender shall receive not less than thirty (30) days prior written notice in one or in a series of such proposed Transfertransactions, (B) Borrower shall continue to comply with the representations, warranties and covenants contained results in Sections 4.38, 5.18 and 5.23 hereof (and upon request any Person and/or its Affiliates directly or indirectly owning in excess of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) of the ownership interests in any Restricted Party, such transfers shall be conditioned upon the delivery to an amount Lender of a substantive non-consolidation opinion, which such opinion shall be provided by outside counsel reasonably acceptable to Lender and acceptable to the Rating Agencies and shall otherwise be in form, scope and substance reasonably acceptable to Lender and in form, scope and substance acceptable to the Rating Agencies; provided, however, to the extent that is greater than forty-nine percent the transfers set forth in clause (49%), Borrower shall deliver F) above are to a New Person that was the subject of a “pairing” in the Non-Consolidation Opinion addressing and such transfers result in such Person increasing (but not changing the nature of) their respective ownership interests in such Restricted Party, clause (F) shall be deemed satisfied to the extent Lender receives written confirmation from the counsel who rendered the Non-Consolidation Opinion stating that the Non-Consolidation Opinion is still valid and will not be affected by the aforesaid transfers regardless of any facts or assumptions contained therein related to equity ownership or any similar related facts or assumptions, which such confirmation shall be reasonably acceptable to Lender and acceptable to the Rating Agencies. Notwithstanding the foregoing, a transfer shall not be deemed to be a Prohibited Transfer solely due to the failure to satisfy the requirement that the Borrower Principal Family Group own at least a 25% direct or (e) the sale, transfer or issuance of shares of common stock indirect ownership interest in any Restricted Party (other than Borrower and Senior Mezzanine BorrowerAffiliated Manager set forth in clause (B) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers paragraph of this Section 7.3 so long as (i) all other applicable requirements set forth in the foregoing paragraph of this Section 7.3 shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7satisfied, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1ii) the Borrower Principal Family Group shall continue to own at least a 10% direct limited partnership or indirect ownership interest in Borrower and Affiliated Manager, and (iii) all remaining direct or indirect ownership interests in Borrower and (2) the direct equity interests in the SPE Component EntityAffiliated Manager shall be owned by Permitted Transferees.

Permitted Transfers. Notwithstanding anything contained Section 3.2(a) and Section 3.2(b) shall not apply to any Transfer of shares of Class A Common Stock (including shares of Class A Common Stock received in exchange for Holdco Units and shares of Class B Common Stock pursuant to the Holdings LLC Agreement) by Xxxxx or a Management Stockholder (i) to its respective Permitted Transferee or (ii) if such shares of Class A Common Stock were received pursuant to an exchange contemplated by Section 9.9(b) or Section 9.9(g) of the Holdings LLC Agreement. Each Stockholder agrees that in the Loan Documents event that such Stockholder Transfers, directly or indirectly, any of its Common Stock to its Permitted Transferee, such Stockholder shall, as a condition to any such Transfer, require such transferee to enter into a Joinder Agreement in the contraryform attached hereto as Annex A to become party to this Agreement and, the following Transfers of legal or beneficial equity interests upon such entry, such transferee shall not be deemed to be an Investor, Xxxxx or Management Stockholder, as applicable, for all purposes herein. If any such transferee is an individual, is married and is either a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity resident of a natural person of state that grants a spouse community property rights or has a spouse to whom community property or similar rights would be available, such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoStockholder shall, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect cause such transferee to clause (a) deliver to the Company and (d), Lender shall receive not less than thirty (30) the other Stockholders a duly executed copy of a Spousal Consent in the form attached hereto as Annex B. At least 15 days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Class A Common Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.33.2(e) (other than in the case of Transfers pursuant clauses (i)(A) or (i)(B) of the definition of “Permitted Transferee,” in which case as promptly as practicable following such Transfer), the transferor shall deliver a written notice to the Company, which notice shall disclose in reasonable detail the identity of such transferee(s). All out-of-pocket reasonable costs Notwithstanding the foregoing, no Stockholder hereto shall avoid the provisions of Section 3.2(a) or Section 3.2(b) by (A) making one or more Transfers to one or more Permitted Transferees and expenses incurred by Lender then disposing of all or any portion of such party’s interest in connection with its review any such Permitted Transferee or (B) Transferring the securities of any entity holding (directly or indirectly) shares of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityCommon Stock.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: Lender (each, a “Permitted Transfer”): (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), ) and (d) above, other than with respect to a foreclosure of an Other Mezzanine Loan or assignment in lieu thereof (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Mezzanine B Additional Pledgor, Mezzanine C Additional Pledgor, Operating Lessee, Guarantor, any SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement), HHSD, Mortgage SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor (including a Replacement Guarantor) shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Mezzanine B Additional Pledgor, Mezzanine C Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and any each Other Mezzanine Loan Agreement) and Mortgage SPE Component Entity, (iii) following such Transfer, Borrower Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Mezzanine B Additional Pledgor, Mezzanine C Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and any each Other Mezzanine Loan Agreement) and Mortgage SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) ), (b), and (d)c) of the definition of Additional Permitted Transfers, Lender shall receive not less 00000000.0.XXXXXXXX 124 than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof the Loan Documents (and upon request of Lender, deliver to Lender a statement signed by an authorized officer offer of Borrower which certifies to such compliance), and (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Mezzanine B Additional Pledgor, Mezzanine C Additional Pledgor, Operating Lessee, HHSD or any SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement), or Mortgage SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Mezzanine B Additional Pledgor, Mezzanine C Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and the Mezzanine A Loan Agreement) or any Mortgage SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine (A) Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership liability company interests in each Mezzanine C Borrower and (2B) Additional Pledgor must at all times own one hundred percent (100%) of the direct equity limited liability company interests in the SPE Component EntityMezzanine C Additional Pledgor.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents Anything herein to the contrarycontrary notwithstanding, the following Transfers provisions of legal or beneficial equity interests Sections 1, 2, 3, 4 and 5 shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderapply to: (a) any transfer of Shares to one or more of its partners or members in any Holder or Investor that is a Transfer (but not partnership or limited liability company or to a retired or withdrawn partner or member who retires or withdraws after the pledge) by devise date hereof in full or descent or by operation partial distribution of law upon the death or as a result of the legal incapacity of a natural person of such Person’s his interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person such partnership or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personlimited liability company; (b) Transfers any transfer of Shares to any immediate family member (but not pledgeswhich shall be deemed to include a spouse, sibling, lineal descendant, ancestor, mother-in-law, father-in-law, brother-in-law and sister-in-law) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse individual Holder or any lineal descendant of such individualInvestor by gift or bequest or through inheritance, or to a trust or family limited partnership (or other similar entity) created for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transferthe foregoing; (c) the Transfer any transfer of Shares to any shareholder of any Holder or Investor that is a corporation; (but not the pledged) any transfer of Shares to any person or entity acquiring at least 250,000 shares of Shares (such number being subject to adjustment for any stock dividend, stock split, subdivision, combination or other recapitalization); (e) any sale of the stock, partnership or membership interests (as the case may be) Company's equity securities in a Restricted Party public offering pursuant to a registration statement filed by the Company with the Securities and Exchange Commission (other than Borrower and Senior Mezzanine Borrowerthe "Commission"); and (df) an Additional Permitted Transfer; providedany sale permitted pursuant to Section 1.05 of the Purchase Agreement. In the event of any such transfer, howeverother than pursuant to subsection (e) of this Section 6, the transferee of the Shares shall agree to become a party to this Agreement and shall hold the Shares so acquired with respect to clauses (a), (b), (c)all the rights conferred by, and (d) abovesubject to all the restrictions imposed by, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) this Agreement. Notwithstanding anything herein to the extent contrary, in no event may any transferee will own twenty percent (20%) Holder or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transfereeInvestor, together with its Affiliatesaffiliates and assigns, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating assign their rights and obligations hereunder to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests 10 persons in the SPE Component Entityaggregate.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (aI)(a) a Transfer (but not the pledge) transfer of preferred stock in Borrower by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person holder of such Person’s interest preferred stock in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made transfers of preferred stock in good faith Borrower for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individuala holder of preferred stock in Borrower, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) (i) prior to completion of the Transfer Private Offering (but not as defined in the pledgeCharter), the transfer of preferred stock in Borrower pursuant to the Charter, provided that (x) no holder of preferred stock in Borrower shall beneficially or constructively acquire more than 9.8% of such preferred stock in Borrower and (y) Borrower shall deliver prompt subsequent notice of such transfer to Lender, and (ii) subsequent to the completion of the Private Offering, the transfer of preferred stock in Borrower pursuant to the Charter provided that (x) the consent of the holder(s) of the stock, partnership or membership interests common stock in Borrower shall not be required for such transfer and (as the case may bey) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower)shall deliver prompt subsequent notice of such transfer to Lender; and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control the transfer of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares George J. Carter's fractional share of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to Fraxxxxx Xxxxxx Xxxxxrties Corp; provided that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of times, (1) all holders of the direct limited partnership interests preferred stock in Borrower are Accredited Investors to the extent required pursuant to Regulation D of the Securities Act, and (2) the direct equity interests common stock in the SPE Component EntityBorrower is owned, directly or indirectly, and Controlled by Franklin Street Properties Corp. and/or George Carter.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoParty, provided so long as Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personmember, partner or shareholder and there is no change in Control of such Restricted Party as a result of such transfer; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of related transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party Party; (other than c) a transfer of the Property to Western Markham Limited Partnership provided that the sole general partner is Borrower and Senior Mezzanine Borrower)or a Canadian trust whose sole beneficiary is Borrower Principal; and (d) an Additional Permitted Transfera transfer of the Property to a newly formed Canadian trust of which a newly formed Canadian corporation will be the sole trustee and Borrower will be the sole beneficiary; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity in the Restricted Party or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) change in control of the direct or indirect equity interests inProperty, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, transfer and further provided that as a condition to a transfer described in subparagraph (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Dated), Lender may request shall receive together with the written notice of such proposed transfer (i) a written agreement executed by the Transferee in form and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be substance reasonably acceptable satisfactory to Lender assuming and agreeing to observe, comply with respect and perform all the terms, covenants, conditions and indemnifications of the Loan Documents on the part of Borrower to such transferee; be performed arising from and after the date of the transfer (except the obligation to pay the Debt) and (Dii) if such Transfer a written agreement executed by Borrower Principal in form and substance reasonably satisfactory to Lender acknowledging and agreeing that its obligations set forth in Article 4, Section 12.2, Article 13, Article 15 and Article 18 of this Agreement shall cause continue in full force and effect, notwithstanding the transfer. Notwithstanding the foregoing, any transferee, together with its Affiliates, to acquire direct one or indirect equity interests more of the transfers that results in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests Person owning in Borrower or any SPE Component Entity from an amount that is less than excess of forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver of the ownership interest in a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on shall comply with the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this requirements of Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity7.4.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower Bxxxxxxx delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower)Party; and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity the Contribution Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, Guarantor (including AHLP if still a Guarantor pursuant to the terms of the Guaranty) shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a), (c) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 5.18, 5.23 and 5.23 5.27 hereof (and upon request of LenderLxxxxx, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of Americaforeign Person, ten percent (10%)) or more) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or or, if such transferee is a foreign Person, ten percent (10%), as applicable) or more) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transfereetransferee (and Lender hereby acknowledges satisfaction of this clause (C) as to the Contribution Transfer); and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer transfer, issuance or issuance redemption of shares of capital stock (including common stock and preferred stock) of Stirling Hotels & Resorts Inc. so long as it is a reporting company pursuant to the Exchange Act or in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. In no event shall more than forty-nine percent (49%) of the direct or indirect equity interests in Borrower or any SPE Component Entity, be owned by a Delaware Statutory Trust, a tenancy-in-common, a Crowdfunded Person, or any Person who is (i) Controlled (directly or indirectly) by one or more of the foregoing and/or (ii) more than forty-nine percent (49%) owned (directly or indirectly) by one or more of the foregoing. Upon request from LenderLxxxxx, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.

Permitted Transfers. Notwithstanding anything to the contrary contained in the Loan Documents this Agreement, but subject to the contrarySections 2.3 and 2.4, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: at any time, (a) Sinton may transfer all or a Transfer portion of Shares held by Sinton to (but not the pledgei) by devise a member of such Sinton's respective immediate family, which shall include parents, spouse, siblings, children or descent grandchildren ("FAMILY MEMBERS") or by operation of law upon the death (ii) a trust, corporation, partnership or as a result limited liability company, all of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s beneficial interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse which shall be held by Sinton or any lineal descendant of such individual, or to a trust for the benefit of any one or more Family Members of such individual, spouse Sinton or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) which would otherwise be an Affiliate of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferSinton; provided, however, with respect to clauses (a)that during the period that any such trust, corporation, partnership or limited liability company holds any right, title or interest in any Shares, no Person other than Sinton or one or more Family Members of Sinton may be or become beneficiaries, stockholders, limited or general partners or members thereof; and (b), ) each of GAP LP and GAP Coinvestment may transfer all or a portion of its Shares to any of its Affiliates (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result the Persons referred to in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of 11 8 the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause preceding clauses (a) and (db) are each referred to hereinafter as a "PERMITTED TRANSFEREE"), Lender shall receive not less than thirty (30) days prior written notice . A Permitted Transferee of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made Shares pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with 2.2 may transfer its review Shares pursuant to this Section 2.2 only to the transferor Stockholder or to a Person that is a Permitted Transferee of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummatedtransferor Stockholder. Notwithstanding anything to the contrary contained in this Article 7Agreement, Senior Mezzanine Borrower must at all times own one hundred percent (100%a) if any Permitted Transferee of Sinton to whom or which Shares have been transferred in accordance with this Section 2.2 ceases to be a Permitted Transferee of Sinton, then, prior to such event, the Sinton Stockholders (1other than such Permitted Transferee) may repurchase such Shares or, if such Sinton Stockholders do not wish to repurchase such Shares, then such Permitted Transferee shall offer the direct limited partnership interests Shares held by such Permitted Transferee to the Company and the General Atlantic Stockholders in Borrower accordance with Section 3.1 and (2b) if any Permitted Transferee of GAP LP or GAP Coinvestment, as the direct equity interests case may be, to whom or which Shares have been transferred in accordance with this Section 2.2 ceases to be an Affiliate of GAP LP or GAP Coinvestment, as the SPE Component Entitycase may be, then, prior to such event, the General Atlantic Stockholders (other than such Permitted Transferee) may repurchase such Shares or, if such General Atlantic Shareholders do not wish to repurchase such Shares, then such Permitted Transferee of GAP LP or GAP Coinvestment, as the case may be, shall offer the Shares held by such Permitted Transferee to the Company and the Sinton Stockholders in accordance with Section 3.1.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoParty, provided so long as Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personmember, partner or shareholder and there is no change in Control of such Restricted Party as a result of such transfer; (b) Transfers (but not pledges) made in good faith transfers for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided so long as such Restricted Party is reconstituted, if required, following such Transfertransfer and there is no change in Control of such Restricted Party as a result of such transfer; (c) the Transfer Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control in the Restricted Party or change in control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Managerthe Property, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Controlany transfers, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iviii) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer, and (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (Civ) to the extent any such transferee will shall own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including including, without limitation limitation, credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (ed) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that Principal, provided the same is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-publicly traded stock exchange. Upon request from LenderNotwithstanding the foregoing, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made any transfer (other than a transfer pursuant to this Section 7.3. All outsub-ofsection (d) above) that results in any Person and its Affiliates owning in excess of forty-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred nine percent (10049%) of (1) the direct limited partnership ownership interests in Borrower and (2) a Restricted Party shall comply with the direct equity interests in the SPE Component Entityrequirements of Section 7.4 hereof.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such a Restricted Party is promptly reconstituteditself, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) subject to the spouse provisions of this Section 7.3, the Sale or any lineal descendant of such individualPledge, or to a trust for the benefit of any in one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), no such transfers contemplated in subsection (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers above shall result in a change in Control in the Restricted Party or change in control of Borrowerthe Property, Guarantor, any SPE Component Entity (c) provided the stock of NXL is listed on the New York Stock Exchange or any Affiliated Managersuch other nationally recognized stock exchange the following shall not be Prohibited Transfers: (i) Sales or Pledges of direct or indirect interests in stock in NXL, (ii) following a Sale or Pledge of all, or substantially all, of the assets of NXL or a merger of NXL with another entity, provided the surviving entity of such Transfermerger or the purchaser of such assets, as applicable, (1) shall assume all of the obligations of NXL under the Loan Documents, (2) be primarily engaged in the business of owning and operating real estate similar to the Property and (3) have its shares (or be a Guarantor wholly owned subsidiary of an entity or an operating partnership of a real estate investment trust which has its shares) listed on the New York Stock Exchange or such other nationally recognized stock exchange, (d) transfers of direct or indirect beneficial interests in ERT provided that after any such transfers NXL or its permitted successor hereunder shall own not less than fifty-one at least fifty percent (5150%) of the direct interests of ERT and control its day-to-day operations, (e) the Sale or indirect equity Pledge of (i) interests in, and Control, Borrower and any in the SPE Component Entity, (ii) interests in Prairie Ridge, (iii) following such TransferPrairie Ridge's interest in Borrower, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereofNXL or ERT, or (iv) ERT's interest in Borrower to NXL or to an entity wholly owned, directly or indirectly, and Controlled by NXL, (f) transfers of interests in a Restricted Party to (1) a Qualified Transferee or (2) to any other person and/or entity, provided, (A) if the proposed transfer is prior to a Securitization, the proposed transfer is subject to, among other things, the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed or (B) if the proposed transfer is after a Securitization, the proposed transfer is subject to, among other things, the receipt of written confirmation from the Rating Agencies that such transfer will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization; provided, further that, with respect to each transfer referred to in this subsection (f), Borrower shall pay to Lender prior to such transfer, a processing fee of $25,000 and an Entity Level Assumption Fee for each assumption, (g) the granting of easements in the ordinary course of Borrower's business for use, access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities; provided that no such easement would have a material adverse effect on Borrower, the Property or Borrower's ability to meet its obligations under the Loan Documents in a timely fashion and (h) Permitted Family Transfers; and as a condition to each such Transfer, (A) except with respect transfer referred to clause (a) and (d)in this Section 7.3, Lender shall receive (i) not less than thirty (30) days prior written notice of such proposed Transfer, transfer (Bii) evidence reasonably acceptable to Lender and the Rating Agencies that Borrower shall and the SPE Component Entity continue to comply with the representations, warranties Article 6 of this Agreement and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (Ciii) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be evidence reasonably acceptable to Lender with respect and the Rating Agencies that the Property continues to such transferee; and (D) if such Transfer shall cause be managed by a Qualified Manager. Notwithstanding the foregoing, any transferee, together with its Affiliates, to acquire direct or indirect equity interests transfer that results in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests Person owning in Borrower or any SPE Component Entity from an amount that is less than excess of forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver of the ownership interest in a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on shall comply with the New York Stock Exchange or another nationally recognized publicly-traded stock exchangerequirements of the last sentence of Section 7.4 hereof. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made In connection with a transfer permitted pursuant to this Section 7.3, (i) provided that a either (a) a Qualified Transferee or (b) a substitute entity reasonably acceptable to Lender, has assumed all of NXL's obligations and liabilities as a Borrower Principal in a manner reasonably acceptable to Lender, NXL shall be released from its obligations under the Loan from and after the date of such assumption or (ii) provided that a either (a) a Qualified Transferee, (b) a substitute entity reasonably acceptable to Lender or (c) NXL has assumed all of George W. Allen's and/or Milton T. Schaeffer's obligations and liabixxxxxx xx x Xxxxxwer Prinxxxxx xx x xxxxxx xxxsonably acceptable to Lender, George W. Allen and/or Milton T. Schaeffer, as applicable, shall be xxxxxxxx xxxx xts obligxxxxxx xxxxx xxx Xxan from and after the date of such assumption. All out-of-pocket reasonable costs Additionally, provided no Event of Default has occurred and expenses incurred by Lender in connection with its review of any is continuing, upon not less than thirty (30) days prior written notice to Lender, the owners of the foregoing Transfers beneficial interests in Borrower may, at any time after the earlier of (i) the closing of a Securitization or (ii) December 1, 2004, incur indebtedness (the "MEZZANINE LOAN"), provided (a) the amount of such Mezzanine Loan shall be paid by Borrower whether or not any exceed at the time of closing of such Transfer is consummated. Notwithstanding anything Mezzanine Loan, an amount which, when added to the contrary contained original principal balance of the Note, results in this Article 7, Senior Mezzanine a loan-to-value ratio not in excess of the Permitted LTV and the more favorable to Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower a minimum Debt Service Coverage Ratio of 1.40 to 1:00 and (2) a Debt Service Coverage Ratio and a loan constant equal to the direct equity then current criteria of the Rating Agencies, in both cases based upon underwritten Net Cash Flow as reasonably determined by Lender; (b) the Mezzanine Loan may be secured jointly and severally by a pledge of 100% of the beneficial interests in Borrower (provided, however, the pledge of SPE Component Entity's interest in Borrower shall not be permitted, but the interest in the SPE Component EntityEntity may be pledged), and (c) all documents and instruments evidencing or securing the Mezzanine Loan including, without limitation, a subordination and intercreditor agreement, shall be in form and substance reasonably satisfactory to Lender.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: Lender (each, a “Permitted Transfer”): (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), ) and (d) above, other than with respect to a foreclosure of an Other Mezzanine Loan or assignment in lieu thereof (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, Guarantor, any SPE Component Entity, (as defined in this Agreement and each Other Mezzanine Loan Agreement), HHSD, Mortgage SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor (including a Replacement Guarantor) shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and any each Other Mezzanine Loan Agreement) and Mortgage SPE Component Entity, (iii) following such Transfer, Borrower Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and any each Other Mezzanine Loan Agreement) and Mortgage SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) ), (b), and (d)c) of the definition of Additional Permitted Transfers, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof the Loan Documents (and upon request of Lender, deliver to Lender a statement signed by an authorized officer offer of Borrower which certifies to such compliance), and (C) to the extent any 00000000.0.XXXXXXXX 117 transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD or any SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement), or Mortgage SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and the Mezzanine A Loan Agreement) or any Mortgage SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower and Additional Pledgor must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component each Pledged Entity.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrarycontrary herein, the following Transfers of legal or beneficial equity interests transfers and events (individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”) shall not be deemed to be a Prohibited Transfer Transfers and shall not require the prior written consent of Lender: (a) a Transfer Sale or Pledge (but not the pledgea pledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party or as any member, partner or shareholder of a result Restricted Party, (b) 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 legal incapacity of a natural person of such Person’s interest ownership interests in a Restricted Party provided that such pledge is not (other than 1) a pledge of any direct interests in Mortgage Borrower or Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges2) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse connection with a mezzanine loan or any lineal descendant of such individualdebt disguised as equity), or to a trust for the benefit of any in one or more a series of such individualtransactions, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party Party, (other than Borrower and Senior Mezzanine Borrower); and c) any issuance of “accommodation shares” by (dor any transfer of “accommodation shares” in) an Additional Permitted Transfer; providedany direct or indirect owner of Guarantor that has elected (or intends to elect) to be treated as a real estate investment trust (for purposes of this provision, however, with respect “accommodation shares” shall mean up to clauses $125,000 in preferred shares (aor such greater amount as hereinafter may be required under Section 856 of the IRS Code) issued by such direct or indirect owner of Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is a publicly traded and entity, provided such accommodation shares or shares of common stock, as applicable, are listed on the Toronto Stock Exchange, the New York Stock Exchange - 91 - Exchange, or another nationally recognized publicly-traded stock exchange, (e) the pledge of any interest in Borrower in connection with the Mezzanine B Loan and the exercise of any rights or remedies Mezzanine B Lender may have in connection with the Mezzanine B Loan, in each case in accordance with and subject to the terms of the Intercreditor Agreement, as applicable, or (f) 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 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 (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 transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required ten (10) days prior to the consummation of the applicable transfers made as a result of probate or similar process following such death (as opposed to prior notice of the applicable death)); (B) no such transfers shall result in a change in Control of Guarantor or 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 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 a Non-Consolidation Opinion was previously delivered, in the case of (1) the transfer of the management of the Property (or any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, (2) the addition and/or replacement of a Guarantor 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, such transfers shall be, 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 equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (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, Lender shall have received “KYC” searches (in form, scope and substance and from a provider, in each case, determined by and reasonably acceptable to Lender). Upon request from Lender, Borrower shall promptly deliver provide Lender with a revised version of the organizational chart delivered to Lender an updated organizational chart in connection with the Loan reflecting each Transfer made pursuant to any equity transfer consummated in accordance with this Section 7.36.3. All Notwithstanding anything to the contrary contained in this Section 6.3, at all times during the term of the Loan, the Minimum Ownership/Control Test shall be required to be complied with. Borrower shall pay to Lender all actual out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything transfer pursuant to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntitySection 6.3.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control of in Borrower, GuarantorSenior Mezzanine Borrower, any SPE Component Entity Junior Mezzanine Borrower or any Affiliated Borrower Principal or a change in the Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, transfer of direct interests in Borrower (A) except with respect to clause (a) and (dthe extent otherwise permitted hereunder), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer, (Bc) the transfer of interests held by Sponsor and its Affiliates in any Restricted Party other than Borrower, Senior Mezzanine Borrower shall continue to comply or Junior Mezzanine Borrower in connection with the representationspurchase, warranties and covenants contained sale and/or financing of the ownership interests in Sections 4.38other properties owned by Sponsor, 5.18 and 5.23 hereof provided, that (and upon request i) no such transfers shall result in a change in Control in Borrower or a change in Control of Lender, deliver to Lender a statement signed by an authorized officer the Manager (ii) Sponsor remains at all times the general partner of Borrower which certifies Principal, and (iii) Sponsor continues to such compliance), (C) to the extent any transferee will own twenty no less than twenty-five percent (2025%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower, (d) transfers of direct or indirect interests in Borrower immediately following Principal, provided, that (i) no such transfer transfers shall result in a change in Control in Borrower or a change in Control of the Manager (provided such transferee owned ii) Sponsor remains at all times the general partner of Borrower Principal, and (iii) Sponsor continues to own no less than twenty twenty-five percent (2025%) (or ten percent (10%), as applicable) of the direct or indirect interests in Borrower, (e) so long as Sponsor is a publicly traded company, the pledge of Sponsor's interests in any Restricted Party other than Borrower, Senior Mezzanine Borrower or Junior Mezzanine Borrower to secure an operating debt facility of Sponsor, provided that (i) such operating debt facility is secured by a pledge of interests in entities having a direct or indirect interest in substantially all of the properties directly or indirectly owned by Sponsor and (ii) the beneficiary of such pledge shall be a major financial institution with significant real estate experience involving properties similar to the Property, (f) Sponsor and its Affiliates may sell (but not pledge) to a Qualified Investor up to 75% of the direct or indirect, non-managing membership interests in Borrower, Senior Mezzanine Borrower or Junior Mezzanine Borrower, provided that (i) Sponsor at all times maintains Control of the Borrower (subject to the veto rights, if any, of such Qualified Investor with respect to Major Decisions, provided that no such veto right shall be construed to affect any rights or remedies of Lender under the Loan Documents), Senior Mezzanine Borrower and Junior Mezzanine Borrower (ii) Sponsor shall at all times own, directly or indirectly, at least 25% of the ownership interests in Borrower, and (iii) the Property shall at all times be managed by a Qualified Manager, (g) transfers of ownership interests in Sponsor so long as Sponsor is a publicly traded entity, (h) the merger of Sponsor with or into another entity, provided that (x) the surviving entity is publicly traded and (y) such merger does not result in a change of Control in Borrower as or Borrower Principal, (i) encumbrances of the Closing Date)Tower Parcel portion of the Property with 365 parking covenants for the benefit of the property located at 444 South Flower Street, Lender may request and Borrower shall deliverLos Angeles, at Borrower’s sole cost and expenseCalifornia substantially in txx xxxx xxxxxxxx xxxxxx xx Xxxxxxx X, customary searches xx xxxxx Xender will subordinate the lien of the Mortgage pursuant to an agreement that would be satisfactory to a prudent institutional lender or (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listj) the results encumbrance of which shall be the Garage Parcel with parking covenants covering up to 814 spaces, provided that such covenants and any related agreements are in form and substance reasonably acceptable to Lender with respect to and further provided that no such transferee; and covenants or agreements shall result in (Dx) if such Transfer shall cause a breach of the terms of any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer Lease at the Tower Parcel or (ey) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummateda Material Adverse Change. Notwithstanding anything to the contrary contained in this Article 7Section 7.3, if any Sale or Pledge permitted under this Section 7.3 results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in Borrower, Senior Mezzanine Borrower, Junior Mezzanine Borrower must at or Borrower Principal, Borrower shall, prior to such transfer, and in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such transfer, which opinion shall be in form, scope and substance acceptable in all times own one hundred percent (100%) of (1) respects to Lender and the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityRating Agencies.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7VII the following transactions shall be permitted without Landlord’s prior written consent: (A) (i) the offering, Senior Mezzanine Borrower must at sale or transfer of shares, equity or other ownership interests of Tenant or Guarantor (or any beneficial owner of Tenant or Guarantor) over a national or recognized exchange, foreign or domestic to public holders or (ii) the transfer, conveyance or pledge of any interest in Tenant or Guarantor to the extent that such entity is a Publicly Traded Entity (including a transfer, conveyance or other transaction that results in the delisting of a Publicly Traded Entity), whether by operation of law or otherwise (any transaction described in clause (A)(i) or clause (A)(ii) being a “Public Transaction”); a Public Transaction shall be deemed not to be an assignment of this Lease within the meaning of this Article VII regardless of whether a Change in Control is effectuated as the result thereof; (B) provided that no Material Event of Default has occurred and is continuing, transactions (each, a “Successor Transaction”) with Tenant or Guarantor (the resulting entity being a “Permitted Successor”) that are not effectuated by way of a Public Transaction (i) into or with which Tenant or Guarantor (or any beneficial owner of Tenant or Guarantor) is merged or consolidated (including a reorganization or recapitalization of or with Tenant or Guarantor or such beneficial owner), (ii) in which all times own one hundred percent or substantially all of Tenant or Guarantor’s assets are transferred (100%provided such Person also assumes substantially all of such specific party’s respective liabilities and obligations, including, without limitation, all of Tenant’s obligations under this Lease and all of Guarantor’s obligations under the Guaranty) as a going concern, or (iii) involving the transfer of shares or ownership interests of Tenant or Guarantor, regardless of whether such transfer results in a Change in Control of a Tenant or Guarantor or any beneficial owner thereof, provided that (1) the direct limited partnership interests in Borrower and Successor Transaction is not solely for the purpose of transferring the leasehold estate created hereby; (2) Tenant or Guarantor, as applicable, to extent Tenant and Guarantor continue to exist, together with any such Permitted Successor, shall remain fully liable for all obligations of Tenant under this Lease, and Guarantor (to the direct equity interests extent it continues to exist) or its Permitted Successor shall remain fully liable for all obligations of Guarantor under the Guaranty (provided that if as a result of such Successor Transaction Tenant and/or Guarantor cease to exist, the obligations of Tenant under this Lease and the obligations of Guarantor under the Guaranty, as applicable, are assumed by such Permitted Successor and/or a replacement guarantor that satisfy the credit and financial requirements set forth in subclause (5) below); (3) Tenant and Guarantor shall reaffirm their respective obligations under this Lease or the SPE Component EntityGuaranty in writing, as applicable and to the extent each continues to exist (provided that if as a result of such Successor Transaction Tenant and/or Guarantor cease to exist, the obligations of Tenant under this Lease and the obligations of Guarantor under the Guaranty, as applicable, are assumed by such Permitted Successor and/or a replacement guarantor that satisfy the credit and financial requirements set forth in subclause (5) below); (4) Tenant and Guarantor shall not be released from any of its respective obligations or liabilities under this Lease or Guaranty; (5) immediately after giving effect to such assignment, the aggregate net worth (as determined in accordance with generally accepted accounting principles, consistently applied, “Net Worth”) of the Permitted Successor, Tenant (if Tenant continues in existence), Guarantor (if Guarantor continues in existence) and any replacement guarantors of this Lease (collectively, the “Net Worth Parties”) is equal to or greater than Fifty Million and No/100 Dollars ($50,000,000.00) (the “Net Worth Threshold”) and (6) Tenant delivers to Landlord fully-executed copies of the reaffirmation documents and Successor Transaction documents, within twenty (20) days following the effective date of such Successor Transaction; and (C) provided that no Event of Default has occurred and is continuing, an assignment of Tenant’s interest in this Lease (an “Affiliate Assignment”) to an Affiliate, or a sublease of or a license to use all or any portion of the Premises (an “Affiliate Sublease” and, alternatively, with any Affiliate Assignment, an “Affiliate Transaction”) to an Affiliate (in either such case, an “Affiliate Successor”); provided that (1) the Affiliate Transaction is not solely for the purpose of transferring the leasehold estate created hereby; (2) Tenant, together with any such Affiliate Successor, shall remain fully liable for all obligations of Tenant under this Lease, Guarantor shall remain fully liable for all obligations of Guarantor under the Guaranty, Tenant and Guarantor shall reaffirm their respective obligations thereunder in writing, and Tenant and Guarantor shall not be released from any of its respective obligations or liabilities under this Lease or Guaranty; (3) at least twenty (20) days prior to such effectuating the proposed Affiliate Transaction, Tenant provides to Landlord such documentation as may be required by Landlord to confirm that any assignee or subtenant claimed by Tenant to be an Affiliate is in fact an Affiliate; (4) with respect to an Affiliate Sublease, such Affiliate Sublease contains confirms that (a) the term under such Sublease shall not exceed the Lease Term hereunder, (b) such Sublease shall be subordinate in all respects to this Lease and any Mortgages, but subject to the provisions of any subordination, non-disturbance and attornment agreement which may be in effect at such time, (c) such Affiliate Successor subtenant shall have no privity with Landlord; (5) if at any time prior to the expiration or earlier termination of the term of such sublease, this Lease shall expire or be sooner terminated for any reason, then the term of such sublease shall simultaneously terminate; and (6)Tenant shall deliver to Landlord fully-executed copies of the reaffirmation documents and Affiliate Transaction documents within twenty (20) days following the effective date of such Affiliate Transaction.

Permitted Transfers. Notwithstanding anything contained Without Landlord's consent, Tenant may assign this Lease to, sublease all or any portion of the Premises to, or allow occupancy of all or any portion of the Premises by, any of the following (each, a "Permitted Transferee"): (i) any corporation, limited liability company, partnership, association, trust or other business entity which directly or indirectly controls, is controlled by or is under common control with Tenant; (ii) any successor corporation or other entity resulting from a merger or consolidation of Tenant or any Related Entity with any other entity or party; or (iii) any purchaser of all or substantially all of Tenant's or any Related Entity's assets. Tenant shall give Landlord written notice of any such assignment or sublease promptly following its occurrence, and any assignee shall assume in writing all of Tenant's obligations under this Lease arising after the Loan Documents to transfer. Tenant shall nevertheless at all times remain fully responsible and liable for the contrarypayment of Rent and the performance and observance of all of Tenant's other obligations under this Lease. As used herein, the following Transfers of legal or beneficial equity interests term "control" shall not be deemed to be a Prohibited Transfer and shall not require the consent mean direct or indirect ownership of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one fifty percent (5150%) of the voting stock of any corporation or fifty (50%) percent of the legal or equitable interests in any other business entity or the power to direct the management or indirect equity interests inpolicies of the entity. Except as expressly stated in this paragraph, and ControlTenant may not assign, Borrower and sublease or otherwise encumber its interest in the Lease or all or any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy portion of the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days Premises without the prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) consent of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%)Landlord, as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall will not be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchangeunreasonably withheld. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.ARTICLE 15

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Managerthe Merger, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of Lease entered into in accordance with the direct or indirect equity interests in, and Control, Borrower and any SPE Component EntityLoan Documents, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereofa Permitted Encumbrance, (iv) as provided that no Event of Default shall then exist, a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less Transfer of an interest in any Borrower other than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed partnership interest held by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated inapplicable SPE Party, or is not a citizen of, the United States Transfer of America, ten percent (10%)) of the direct or indirect ownership interests an interest in Borrower immediately following such transfer (any SPE Party to any Person provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if that such Transfer shall not cause any transfereethe transferee (other than an Approved Mezzanine Lender), together with its Affiliates, to acquire direct or indirect equity interests in Control of any Borrower or any SPE Component Entity aggregating Party or to more than increase its direct or indirect interest in any Borrower or in any SPE Party to an amount which equals or exceeds forty-nine percent (49%), (v) provided that no Event of Default shall then exist, any other transfer of any other direct or indirect legal or beneficial ownership interest in any Borrower; provided that (a) Lender shall have consented to increase such transfer, such consent not to be unreasonably withheld, conditioned or delayed, and which approval shall be based on (1) Lender’s reasonable determination as to the satisfactory nature of the reputation and creditworthiness of such proposed transferee, as evidenced by credit and background checks performed by Lender and such other financial statements and other information reasonably requested by Lender and (2) the reasonable determination of Lender that the legal and financial structure of such Borrower and its equity interests in members and the single purpose nature and bankruptcy remoteness of such Borrower and its members after such transfer satisfies Lender’s then current applicable underwriting criteria and requirements, (b) after any Secondary Market Transaction, the Borrowers shall deliver (or any SPE Component Entity from an amount that is less than forty-nine percent (49%cause to be delivered) to an amount that is greater than forty-nine percent Lender a Rating Comfort Letter with respect to such transfer, (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (ec) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower Borrowers shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant and the Rating Agencies customary opinion letters relating to this Section 7.3. All such transfer in form and substance reasonably satisfactory to Lender and the Rating Agencies, and (d) the Borrowers pay all reasonable, out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review such transfer; (vi) any transfer of a direct or indirect legal or beneficial ownership interest in any Borrower that occurs by devise or bequest or by operation of law upon the death of a natural person that was the holder of such interest to a member of the immediate family of such interest holder or a trust or family conservatorship established for the benefit of such immediate family member; provided that (a) Manager continues to be responsible for the management of the Properties, and such transfer shall not result in a change of the day to day operations of the Properties, (b) the Borrowers shall give Lender notice of such transfer together with copies of all instruments effecting such transfer not less than ten (10) Business Days after the date of such transfer, (c) the legal and financial structure of such Borrower, and the single purpose nature and bankruptcy remoteness of such Borrower after such transfer, shall satisfy Lender’s then current applicable underwriting criteria and requirements, (d) if such transfer would result in a change of control of such Borrower and occurs before a Secondary Market Transaction, the Borrowers shall obtain Lender’s consent to such transfer within thirty (30) days after such transfer, and (e) if such transfer would result in a change of control of such Borrower and occurs after a Secondary Market Transaction, the Borrowers, at the Borrowers’ sole cost and expense, shall, within thirty (30) days after such transfer, (1) deliver (or cause to be delivered) to Lender a Rating Comfort Letter with respect to such transfer, and customary opinion letters relating to such transfer in form and substance reasonably satisfactory to Lender and the Rating Agencies in their discretion, respectively, (2) obtain the written consent of Lender to such transfer and (3) reimburse Lender for all reasonable, out-of-pocket expenses incurred by Lender in connection with such transfer, including, without limitation, Lender’s reasonable attorney’s fees; and (vii) each of (a) the pledge by Mezzanine Loan Borrowers to the Mezzanine Lender in connection with the Mezzanine Loan and (b) the transfer of the pledged collateral to the Approved Mezzanine Lender in connection with the exercise of the Approved Mezzanine Lender’s rights under the Mezzanine Loan Documents; provided that such transfer is made in accordance with the applicable terms and conditions of the intercreditor agreement between Mezzanine Lender and Lender, if any. Person: any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, 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 any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entityforegoing.

Permitted Transfers. Notwithstanding anything contained to the contrary herein, the provisions of Sections 2 and 3 hereof shall not apply to any of the following transfers (each, a “Permitted Transfer”): (i) in the Loan Documents case of a Current Holder or Investor that is an entity, to a transfer by such Current Holder or Investor to an Associated Entity of such Current Holder or Investor; (ii) to a repurchase of Capital Stock from a Current Holder or Investor by the contrary, the following Transfers of legal Company at a price no greater than that originally paid by such Current Holder or beneficial equity interests shall not be deemed Investor for such Capital Stock and pursuant to be an agreement containing vesting and/or repurchase provisions approved by a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result majority of the legal incapacity members of the Board of Directors, including at least one director designated by an Investor other than the Selling Holder (if the Selling Holder is an Investor); (iii) to a repurchase of Capital Stock from a Holder pursuant to Section 5(b); (iv) in the case of a Current Holder or Investor who is a natural person Person, to a transfer of Capital Stock by such Current Holder or Investor, either on death by will or intestacy to his or her Immediate Family Members or during his or her lifetime to any custodian or trustee for the account of a Current Holder (provided that such transferor must provide the Company with advance written notice of such transfer); (v) in the case of a Current Holder or Investor who is a natural Person, to a transfer of Capital Stock by such Current Holder or Investor during his or her lifetime to such Current Holder’s interest in a Restricted Party Immediate Family Members (other than Borrower and Senior Mezzanine Borrower) to provided that such transferor must provide the person or persons lawfully entitled thereto, provided Borrower delivers Company with advance written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes transfer and such transfer must be approved by the Board of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine BorrowerDirectors); and or (dvi) an Additional Permitted Transferany other transfer excluded from Section 2 and/or Section 3 by the approval of Holders constituting a Requisite Approval; provided, however, with respect notwithstanding any such Permitted Transfer pursuant to clauses (ai), (biv), (cv) or (vi), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except such transferred Capital Stock shall remain Capital Stock for all purposes hereunder, and such transferee shall be treated as a Current Holder (in the event the transferor was a Current Holder) or Investor (in the event the transferor was an Investor) (but only with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) securities so transferred to the extent any transferee will own twenty percent (20%transferee) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States for all purposes of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches this Agreement (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender obligations with respect to Proposed Transfers of such transfereeCapital Stock pursuant to Sections 2 and 3); and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (ey) the sale, transfer or issuance transferee of shares such Capital Stock must first agree in writing in advance to be bound by and comply with all applicable provisions of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything Agreement to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) same extent as the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entitytransferring Holder.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderbe deemed a “Permitted Transfer” hereunder: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person Party; or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following the Sale or Pledge, in one or a series of transactions, of all or a portion of the indirect legal or beneficial interests in Mortgage Loan Borrower or Maryland Owner, Borrower or any other Restricted Party, provided, that (A) after giving effect to such TransferSale or Pledge, a Guarantor (1) Sponsor (individually or in the aggregate) shall continue to own not less than fifty-one percent (51%) of the direct or indirect equity ultimate economic and beneficial interests inin PIMHH, and to Control, directly or indirectly, PIMHH, and PIMHH shall continue to own not less than 100% of the ultimate economic and beneficial interests in each Borrower and any Party, Other Mezzanine Borrower, Other SPE Component Entity, (iii) following such Transferand PIM TRS and to Control, directly or indirectly, each Borrower and any Party, Other Mezzanine Borrower, Other SPE Component Entity Entity, and PIM TRS, (2) Sponsor’s direct and indirect interests in each Borrower Party, Other Mezzanine Borrower, Other SPE Component Entity, PIMHH and PIM TRS shall be unencumbered other than by the security interests granted to each Mezzanine Lender under the applicable Mezzanine Loan Documents, (3) no such Sale or Pledge shall be a Sale or Pledge of any direct ownership interest in any Borrower Party, Other Mezzanine Borrower or Other SPE Component Entity, and (4) to the extent Pru Sponsor’s ownership of economic and beneficial interests is included in meeting the condition of clause (A)(1) above, PIM, Pru Financial or an Affiliate of PIM or Pru Financial shall continue to satisfy Control Pru Sponsor (the requirements satisfaction of Section 6.1 hereofeach condition in clauses (A)(1) through (A)(4), the “Sponsor Ownership and Control Condition”); (ivB) as after giving effect to such Sale or Pledge, each Individual Property shall continue to be managed by a condition Qualified Manager; (C) prior to any such Sale or Pledge, Lender shall receive evidence that the single purpose bankruptcy remote nature of each such TransferSignificant Party is in accordance with the standards of the Rating Agencies (provided that, (A) except with respect to clause any CIGNA Mortgage Loan Borrower, prior to any Permitted CIGNA Mortgage Loan Refinancing, such CIGNA Mortgage Loan Borrower shall continue to be in accordance with such standards to the extent, and only to the extent, the same is in accordance therewith as of the Closing Date) and, without limitation, Lender may require in connection therewith, in Lender’s reasonable discretion, a revised substantive non-consolidation opinion letter reflecting the applicable Sale or Pledge, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies; (aD) and no Default or Event of Default shall exist at the time of such Sale or Pledge; (d), E) Lender shall receive not less than thirty (30) days (fifteen (15) days if the notice is given prior to a Securitization) prior written notice of such proposed TransferSale or Pledge pursuant to clause (ii) above; (F) except where such Sale or Pledge is to a Qualified Transferee, (B) Borrower the transferee or pledge, as the case may be, shall continue be subject to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request prior written approval of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), ; (CG) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost or cause to be delivered, evidence to Lender that such Sale or Pledge does not violate the terms of the applicable Ground Lease, if any, Management Agreement or the applicable Franchise Agreement, if any, as the case may be; and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal H) Borrower shall deliver and watch list) the results of which shall be certify to Lender an organizational chart in form reasonably acceptable to Lender with respect to such transferee; accurately depicting the direct and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect owners of the equity interests in each Borrower Party and Borrower Principal, and such other Persons as Lender may reasonably require, following such Sale or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityPledge.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result a Lease entered into in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manageraccordance with the Loan Documents, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component EntityPermitted Encumbrance, (iii) following such Transfer, Borrower a Transfer and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, Assumption or (iv) as provided that no Default or Event of Default shall then exist, a condition to each such Transfer, Transfer of an interest in Borrower provided that (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall not (x) cause any transfereethe transferee (other than Key Principal), together with its Affiliates, to acquire direct or indirect equity interests in Control of Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests direct or indirect interest in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent which equals or exceeds 49% or (49%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 deliver a New Non-Consolidation Opinion addressing give Lender notice of such Transfer together with copies of all instruments effecting such Transfer not less than 10 days prior to the date of such Transfer, and (D) 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 (ev) provided that no Default or Event of Default shall then exist, a Transfer of an interest in Borrower which shall cause the saletransferee to increase its direct or indirect interest in Borrower to an amount which equals or exceeds 49% or which results in a change of Control of Borrower, transfer provided that (A) such Transfer is first approved by Lender in its sole and absolute discretion, and (B) if such Transfer occurs after a Secondary Market Transaction, Borrower, at its sole cost and expense, shall have (1) delivered (or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrowercaused to be delivered) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from to Lender, Borrower shall promptly deliver a Rating Comfort Letter, (2) delivered (or caused to be delivered) to Lender an updated organizational chart reflecting each Transfer made pursuant and the applicable Rating Agencies, a substantive non consolidation opinion with respect to this Section 7.3. All out-of-pocket Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies and (3) reimbursed Lender for all reasonable costs and expenses incurred by Lender it in connection with its review such Transfer. Person: any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, 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 any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entitythe” foregoing.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (bii) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than any Borrower except in connection with the transfers described in clauses (iii), (iv) and Senior Mezzanine Borrower(v) below and the REIT OP Transfers (as defined below); (iii) the sale, pledge, transfer, conversion, issuance or redemption of publicly-traded securities in any publicly traded parent of any Borrower or of the securities issued by the REIT or the REIT OP (as defined below) provided the REIT controls the REIT OP, and the REIT is controlled by the holders of its publicly traded securities which are listed on the New York Stock Exchange or such other nationally recognized stock exchange; (div) the conversion of the REIT OP (as defined below) units into securities of the REIT; or (v) (A) a buy out by Extra Space Storage LLC, a Delaware limited liability company “ESS”) of any or all of the membership interests held by the Fidelity Investors in Extra Space Properties Four LLC, a Delaware limited liability company (“Extra Space Four”) and the related assignment of Extra Space Four’s membership interests in Extra Space Properties Nine LLC, a Delaware limited liability company (“Extra Space Nine”) to ESS (if such related assignment shall occur); (B) a transfer all of the ownership interests owned by Extra Space Four in Extra Space Nine to an Additional Permitted Transferentity solely owned and Controlled by ESS which shall be Controlled by Xxxxxxx in connection with the transfer in clause (v)(A); or (C) the Fidelity Investors’ right to replace the manager of Extra Space Four in accordance with Section 10.6 of that certain Extra Space Properties Four Limited Liability Company Agreement dated November 27, 2001; provided, however, with respect to clauses except as otherwise specifically permitted in this Section 7.3 (aa)(iii), (b), (c), iv) and (d) above, (i) other than after an Advised Entity Transferv), no such Transfers transfers shall result in a change in Control in the Restricted Party or change in control of Borrowerthe Property or cause the transferee to own, Guarantortogether with its Affiliates, an aggregated interest in any Borrower or SPE Component Entity or any Affiliated Manager(if any), (ii) following such Transfer, a Guarantor shall own not less of greater than fiftyforty-one nine percent (5149%) of the ), whether such interest is direct or indirect equity interests inindirect, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfertransfer described in clauses (a)(i), (A) except with respect to clause (aii) and (d)v) above, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower transfer and Lender shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches be reimbursed for all expenses (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listlegal fees) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in all transfers permitted under this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntitySection 7.3.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents Subject to the contraryconditions and restrictions set forth in Section 9.3 hereof, the following Transfers a Member may at any time Transfer all, but not less than all, of legal or beneficial equity interests shall not be deemed its Interest to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise any other Member or descent or by operation wholly-owned Affiliate of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoanother Member, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers any wholly-owned Affiliate of the transferor (but not pledges) made in good faith for estate planning purposes or of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse Original Berkshire Member or any lineal descendant of such individualthe Original Leucadia Member), or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) any other Person, subject to receipt, in the Transfer case of clause (but not the pledge) c), of the stock, partnership or membership interests prior written consent of the other Member in its absolute discretion if the Senior Loan has not then been paid in full (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect any such Transfer pursuant to clauses (a), (b), ) or (c) being referred to in this Agreement as a "Permitted Transfer"), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer. Notwithstanding the foregoing, a Guarantor shall own not Member may ------------------ transfer less than fiftyall of its Interests to one or more wholly-one percent owned Affiliates (51%) or wholly-owned Affiliates of the direct Original Berkshire Member, in the case of BH Finance, or indirect equity interests inof the Original Leucadia Member, in the case of WMAC) (each, an "Affiliated Member"); provided, however, that for purposes hereof, ----------------- -------- ------- all of a Member's Affiliated Members shall be deemed to constitute one and Control, Borrower the same Member and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except action or consent required hereunder with respect to clause (a) and (d)BH Finance's or WMAC's Affiliated Members shall be given solely through the action or consent of BH Finance or WMAC, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) as agent for all BH Finance or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%)WMAC Affiliated Members, as applicable) of the direct . Any distribution or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which allocation to be made hereunder shall be reasonably acceptable made as if neither BH Finance nor WMAC had any Affiliated Members, shall be made as BH Finance or WMAC directs to Lender with respect one Member as agent for all BH Finance or WMAC Affiliated Members, as applicable, and thereafter BH Finance or WMAC, as applicable, shall be responsible for apportioning such distribution among their respective Affiliated Members, if any, according to such transferee; and (D) if such their respective Interests. A Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower Affiliated Member shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) not relieve the sale, transfer or issuance transferor of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entityobligations hereunder.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrarycontrary herein, the following Transfers of legal or beneficial equity interests transfers and events (individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”) shall not be deemed to be a Prohibited Transfer Transfers and shall not require the prior written consent of LenderAdministrative Agent: (a) a Transfer Sale or Pledge (but not the pledgea pledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party or as any member, partner or shareholder of a result Restricted Party, (b) 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 legal incapacity of a natural person of such Person’s interest ownership interests in a Restricted Party provided that such pledge is not (other than 1) a pledge of any direct interests in Borrower or Mezzanine A Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges2) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse connection with a mezzanine loan or any lineal descendant of such individualdebt disguised as equity), or to a trust for the benefit of any in one or more a series of such individualtransactions, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party Party, (other than Borrower and Senior Mezzanine Borrower); and c) any issuance of “accommodation shares” by (dor any transfer of “accommodation shares” in) an Additional Permitted Transfer; providedany direct or indirect owner of Guarantor that has elected (or intends to elect) to be treated as a real estate investment trust (for purposes of this provision, however, with respect “accommodation shares” shall mean up to clauses $125,000 in preferred shares (aor such greater amount as hereinafter may be required under Section 856 of the IRS Code) issued by such direct or indirect owner of Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is a publicly traded and entity, provided such accommodation shares or shares of common stock, as applicable, are listed on the Toronto Stock Exchange, the New York Stock Exchange Exchange, or another nationally recognized publicly-traded stock exchange, (e) the pledge of any interest in Borrower in connection with the Mezzanine A Loan and the exercise of any rights or 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 remedies Mezzanine B Lender may have in connection with the Mezzanine B Loan, in each case in accordance with and subject to the terms of the Intercreditor Agreement, as applicable, or (f) 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 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 (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 transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required ten (10) days prior to the consummation of the applicable transfers made as a result of probate or similar process following such death (as opposed to prior notice of the applicable death)); (B) no such transfers shall result in a change in Control of Guarantor or 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 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 a Non-Consolidation Opinion was previously delivered, in the case of (1) the transfer of the management of the Property (or any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, (2) the addition and/or replacement of a Guarantor 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, such transfers shall be, 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 equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Administrative Agent’s request, Borrower shall deliver to Administrative Agent an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (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, Administrative Agent shall have received “KYC” searches (in form, scope and substance and from a provider, in each case, determined by and reasonably acceptable to Administrative Agent). Upon request from LenderAdministrative Agent, Borrower shall promptly deliver to Lender an updated provide Administrative Agent with a revised version of the organizational chart reflecting each Transfer made pursuant delivered to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender Administrative Agent in connection with its review of the Loan reflecting any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummatedequity transfer consummated in accordance with this Section 6.3. Notwithstanding anything to the contrary contained in this Article 7Section 6.3, Senior Mezzanine Borrower must at all times own one hundred percent (100%) during the term of (1) the direct limited partnership interests 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 Administrative Agent and Lenders in Borrower and (2) the direct equity interests in the SPE Component Entityconnection with any transfer pursuant to this Section 6.3.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents herein to the contrary, the following Transfers of legal or beneficial equity interests Landlord's consent shall not be deemed required for any proposed Transfer by Tenant under this Article 8 to be a Prohibited Transfer and shall not require any of the consent of Lenderfollowing: (a) a Transfer (but not the pledge) by devise or descent or by operation wholly owned --------- subsidiary of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personTenant; (b) Transfers (but an entity with which or into which Tenant may merge whether or not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant Tenant is the survivor of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfermerger; (c) the Transfer (but not the pledge) of the stockany entity that is controlled by, partnership controls or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and is under common control with Tenant, or (d) an Additional Permitted Transferentities in which Tenant has made a material investment (or which have made a material investment in Tenant) and entities with whom Tenant has a material business relationship other than simply as a sublessee or assignee of space, provided that such entities occupy less than ten thousand (10,000) square feet of Net Rentable Area in the aggregate and such space is not separately demised; provided, however, with respect to clauses (a), that any Permitted Transferee under clause (b)) must have and -------- ------- ---------- maintain credit equal to or better than Tenant's, (c)as determined in Landlord's reasonable discretion. "Control" for purposes of this Article 8 shall mean --------- ownership of a majority voting interest in any such entity or the possession, and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity directly or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) indirectly of the power to direct or indirect equity interests incause the direction of the day- to-day management of the controlled entity. Each of the foregoing shall be a "Permitted Transferee" under this Lease; provided, and Controlhowever, Borrower and any SPE Component Entity, that Tenant must -------- ------- provide Landlord with at least twenty (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (3020) days prior written notice of any Transfer to a Permitted Transferee, together with such proposed Transfer, (B) Borrower evidence as Landlord may reasonably request to establish that such Transfer is to a Permitted Transferee. A Transfer to a Permitted Transferee shall continue not be subject to comply with the representations, warranties and covenants provisions contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) 8.2 or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange8.3 below. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to The rights under this Section 7.3. All out-of-pocket reasonable costs 8.1(b) are ------------ --- -------------- personal to Onyx Software Corporation and expenses incurred by Lender in connection with its review of may not be transferred or assigned to any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entityother party.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (bii) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower except in connection with the transfers described in clauses (iii) and Senior Mezzanine Borrower(iv) below and the REIT OP Transfers (as defined below); (iii) the sale, pledge, transfer, conversion, issuance or redemption of publicly-traded securities in any publicly traded parent of Borrower or of the securities issued by the REIT or the REIT OP (as defined below) provided the REIT controls the REIT OP, and the REIT is controlled by the holders of its publicly traded securities which are listed on the New York Stock Exchange or such other nationally recognized stock exchange; or (div) an Additional Permitted Transferthe conversion of the REIT OP (as defined below) units into securities of the REIT; provided, however, with respect to clauses except as otherwise specifically permitted in this Section 7.3 (a), (b), (c), a)(iii) and (d) above, (i) other than after an Advised Entity Transferiv), no such Transfers transfers shall result in a change in Control in the Restricted Party or change in control of Borrowerthe Property or cause the transferee to own, Guarantortogether with its Affiliates, any an aggregated interest in Borrower or SPE Component Entity or any Affiliated Manager(if any), (ii) following such Transfer, a Guarantor shall own not less of greater than fiftyforty-one nine percent (5149%) of the ), whether such interest is direct or indirect equity interests inindirect, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, transfer described in clauses (A) except with respect to clause (aa)(i) and (d)ii) above, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower transfer and Lender shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches be reimbursed for all expenses (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listlegal fees) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in all transfers permitted under this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntitySection 7.3.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderbe deemed a “Permitted Transfer” hereunder: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person Party; or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following the Sale or Pledge, in one or a series of transactions, of all or a portion of the indirect legal or beneficial interests in Mezzanine 1 Borrower, Mortgage Loan Borrower, Maryland Owner, Borrower or any other Restricted Party, provided, that (A) after giving effect to such TransferSale or Pledge, a Guarantor (1) Sponsor (individually or in the aggregate) shall continue to own not less than fifty-one percent (51%) of the direct or indirect equity ultimate economic and beneficial interests inin PIMHH, and to Control, directly or indirectly, PIMHH, and PIMHH shall continue to own not less than 100% of the ultimate economic and beneficial interests in each Borrower and any Party, Other Mezzanine Borrower, Other SPE Component Entity, (iii) following such Transferand PIM TRS, and to Control, directly or indirectly, each Borrower and any Party, Other Mezzanine Borrower, Other SPE Component Entity Entity, and PIM TRS, (2) Sponsor’s direct and indirect interests in each Borrower Party, Other Mezzanine Borrower, Other SPE Component Entity, PIMHH and PIM TRS shall be unencumbered other than by the security interests granted to each Mezzanine Lender under the applicable Mezzanine Loan Documents, (3) no such Sale or Pledge shall be a Sale or Pledge of any direct ownership interest in any Borrower Party, Other Mezzanine Borrower or Other SPE Component Entity, and (4) to the extent Pru Sponsor’s ownership of economic and beneficial interests is included in meeting the condition of clause (A)(1) above, PIM, Pru Financial or an Affiliate of PIM or Pru Financial shall continue to satisfy Control Pru Sponsor (the requirements satisfaction of Section 6.1 hereofeach condition in clauses (A)(1) through (A)(4), the “Sponsor Ownership and Control Condition”); (ivB) as after giving effect to such Sale or Pledge, each Individual Property shall continue to be managed by a condition Qualified Manager; (C) prior to any such Sale or Pledge, Lender shall receive evidence that the single purpose bankruptcy remote nature of each such TransferSignificant Party is in accordance with the standards of the Rating Agencies (provided that, (A) except with respect to clause any CIGNA Mortgage Loan Borrower, prior to any Permitted CIGNA Mortgage Loan Refinancing, such CIGNA Mortgage Loan Borrower shall continue to be in accordance with such standards to the extent, and only to the extent, the same is in accordance therewith as of the Closing Date) and, without limitation, Lender may require in connection therewith, in Lender’s reasonable discretion, a revised substantive non-consolidation opinion letter reflecting the applicable Sale or Pledge, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies; (aD) and no Default or Event of Default shall exist at the time of such Sale or Pledge; (d), E) Lender shall receive not less than thirty (30) days (fifteen (15) days if the notice is given prior to a Securitization) prior written notice of such proposed TransferSale or Pledge pursuant to clause (ii) above; (F) except where such Sale or Pledge is to a Qualified Transferee, (B) Borrower the transferee or pledge, as the case may be, shall continue be subject to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request prior written approval of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), ; (CG) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost or cause to be delivered, evidence to Lender that such Sale or Pledge does not violate the terms of the applicable Ground Lease, if any, Management Agreement or the applicable Franchise Agreement, if any, as the case may be; and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal H) Borrower shall deliver and watch list) the results of which shall be certify to Lender an organizational chart in form reasonably acceptable to Lender with respect to such transferee; accurately depicting the direct and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect owners of the equity interests in each Borrower Party and Borrower Principal, and such other Persons as Lender may reasonably require, following such Sale or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityPledge.

Permitted Transfers. Notwithstanding anything contained The restrictions set forth in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests this Section 1 shall not be deemed apply with respect to be a Prohibited any Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party Company Equity Securities (other than Borrower and Senior Mezzanine Borrowerthe HIG Restricted Equity Securities) (1) pursuant to a Public Sale, (2) pursuant to Section 2, (3) in the case of any member of the Paribas Group, PCF Group or HIG Group, among its respective Affiliates, officers, directors or employees, (4) in the case of any Equityholder who is a natural person, pursuant to the person laws of descent and distribution or persons lawfully entitled theretoamong such Equityholder's Family Group, including pursuant to the personal representative of such Equityholder upon such Equityholder's death, (5) in the case of the Paribas Group or PCF Group, if required or requested by any governmental or regulatory authority or if it has a Regulatory Problem, (6) any Transfer of Warrants or Warrant Shares to a holder of loans or commitments under the Subordinated Loan Documents or the Credit Agreement, (7) in the case of the HIG Group, to any Person, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) member of the stock, partnership or membership interests (as the case HIG Group may be) in a Restricted Party (other not sell more than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) 5% of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy Company Equity Securities owned by the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed HIG Group on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made date hereof pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred 1(d) or (8) pursuant to a pledge by Lender any Equityholder of its Company Equity Securities to the Company's lenders or any Transfer by means of a foreclosure action pursuant to any such pledge (collectively referred to herein as "Permitted Transfers"), provided that the restrictions contained in connection with its review of any of this Section 1 shall continue to be applicable to the foregoing Transfers shall be paid by Borrower whether or not Company Equity Securities after any such Transfer is consummatedexcept pursuant to a Public Sale or pursuant to Section 2, and provided further that the transferees of such Company Equity Securities shall have executed a Joinder Agreement as required in Section 1(a). Notwithstanding anything the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more transfers to the contrary contained one or more Permitted Transferees and then disposing of all or any portion of such party's interest in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entityany such Permitted Transferee.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided ; so long as Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personmember, partner or shareholder and there is no change in Control of such Restricted Party as a result of such transfer; (b) Transfers (but not pledges) made in good faith transfers for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided so long as such Restricted Party is reconstituted, if required, following such Transfertransfer and there is no change in Control of such Restricted Party as a result of such transfer; (c) the Transfer Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfera DST; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity in the Restricted Party or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) change in control of the direct or indirect equity interests inProperty, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer; or (d) a Beneficial Interest Transfer (defined below), (B) provided that Borrower shall continue to comply complies with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to below requirements for such compliance), (C) to transfer. Notwithstanding the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen offoregoing, the United States Sale or Pledge, in one or a series of Americatransactions, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to not more than forty-nine percent (49%)) of the legal, beneficial and/or economic interests (whether direct or indirect) in any Borrower Principal shall not be deemed to increase its equity interests be a Prohibited Transfer; provided, however, no such transfers shall result in a change in Control in such Borrower Principal or change in control of the Property. Provided that no Event of Default has occurred and is continuing, on any SPE Component Entity from an amount Business Day that occurs on or prior to the date that is less than forty-nine percent sixty (49%60) to an amount that is greater than forty-nine percent (49%)days from the date hereof, Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.beneficial

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrarycontrary herein, the following Transfers of legal or beneficial equity interests transfers and events (individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”) shall not be deemed to be a Prohibited Transfer Transfers and shall not require the prior written consent of Lender: (a) a Transfer Sale or Pledge (but not the pledgea pledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party or as any member, partner or shareholder of a result Restricted Party, (b) 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 legal incapacity of a natural person of such Person’s interest ownership interests in a Restricted Party provided that such pledge is not (other than 1) a pledge of any direct interests in Mortgage Borrower, Mezzanine A Borrower or Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges2) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse connection with a mezzanine loan or any lineal descendant of such individualdebt disguised as equity), or to a trust for the benefit of any in one or more a series of such individualtransactions, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party Party, (other than Borrower and Senior Mezzanine Borrower); and c) any issuance of “accommodation shares” by (dor any transfer of “accommodation shares” in) an Additional Permitted Transfer; providedany direct or indirect owner of Guarantor that has elected (or intends to elect) to be treated as a real estate investment trust (for purposes of this provision, however, with respect “accommodation shares” shall mean up to clauses $125,000 in preferred shares (aor such greater amount as hereinafter may be required under Section 856 of the IRS Code) issued by such direct or indirect owner of Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is a publicly traded and entity, provided such accommodation shares or shares of common stock, as applicable, are listed on the Toronto Stock Exchange, the New York Stock Exchange Exchange, or another nationally recognized publicly-traded stock exchange, (e) the pledge of any interest in Mezzanine A Borrower in connection with the Mezzanine A Loan and the exercise of any rights or remedies Mezzanine A Lender may have in connection with the Mezzanine A Loan, in each case in accordance with and subject to the terms of the Intercreditor Agreement, as applicable, or (f) 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 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 (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 transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required ten (10) days prior to the consummation of the applicable transfers made as a result of probate or similar process following such death (as opposed to prior notice of the applicable death)); (B) no such transfers shall result in a change in Control of Guarantor or 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 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 a Non-Consolidation Opinion was previously delivered, in the case of (1) the transfer of the management of the Property (or any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, (2) the addition and/or replacement of a Guarantor 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, such transfers shall be, 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 equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (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, Lender shall have received “KYC” searches (in form, scope and substance and from a provider, in each case, determined by and reasonably acceptable to Lender). Upon request from Lender, Borrower shall promptly deliver provide Lender with a revised version of the organizational chart delivered to Lender an updated organizational chart in connection with the Loan reflecting each Transfer made pursuant to any equity transfer consummated in accordance with this Section 7.36.3. All Notwithstanding anything to the contrary contained in this Section 6.3, at all times during the term of the Loan, the Minimum Ownership/Control Test shall be required to be complied with. Borrower shall pay to Lender all actual out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything transfer pursuant to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntitySection 6.3.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents to the contraryforegoing, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfers hereunder: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death of a member, general partner or stockholder of Borrower or any member or general partner thereof, if (A) written notice of any transfer pursuant to this clause (i) is given to Lender together with such documents relating to the transfer as Lender may reasonably require, (B) control over the management and operation of Borrower is retained by the XM Satellite Radio Holdings, Inc. (“Original Principal”) at all times or assumed by Persons who are acceptable in all respects to Lender in its sole discretion, (C) no such transfer by any of the Original Principal will release the respective estate from any liability as a guarantor, and (D) no such transfer, death or other event has any adverse effect either on the Single Purpose Entity status of Borrower or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby; (ii) an inter vivos or testamentary transfer of all or any portion of the ownership interest in Borrower to one or more family members of Original Principal or a trust in which all of the beneficial interest is held by one or more family members of Original Principal or a partnership, limited liability company, corporation or other legal entity in which a majority of the capital and profits interests are held by one or more family members of Original Principal, provided that any inter vivos transfer of all or any portion of the Property or any inter vivos transfer or issuance of capital stock (or other ownership interests) in Borrower is made in connection with Original Principal’s bona fide, good faith estate planning and that the Person(s) with Control of Borrower or the management of the Property are (A) the same Person(s) who had such Control and management rights immediately prior to the transfer in question, or (B) reasonably acceptable to Lender; (iii) if Borrower is a limited or general partnership or limited liability company, (A) a transfer of the limited partnership or non-managing membership interest in Borrower, unless such interest would, or together with all other direct or indirect interests in Borrower which were previously transferred, aggregate 49% or more of the partnership or membership, as applicable, interest in Borrower or would result in any Person who, as of the date hereof, did not own, directly or indirectly, 49% or more of the partnership or membership, as applicable, interest in Borrower, owning, directly or indirectly, 49% or more of the partnership or membership, as applicable, interest in Borrower, or (B) a transfer of any legal or beneficial interest in any general partner or managing member, as applicable, of Borrower unless (x) such interest would, or together with all other direct or indirect interest in the general partner or managing member, as applicable, of Borrower which were previously transferred, aggregate 49% or more of the legal incapacity of a natural person of such Person’s or beneficial interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person general partner or persons lawfully entitled theretomanaging member, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death of Borrower or incapacity of (y) such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall transfer would result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) the management of the direct general partner or indirect equity interests inmanaging member, and Controlas applicable, Borrower and any SPE Component Entity, (iii) following from the individuals exercising such Transfer, Borrower and any SPE Component Entity shall continue Control immediately prior to satisfy the requirements conveyance or other transfer of Section 6.1 hereofsuch legal or beneficial interest, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice transfer of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request interests of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests Original Principal in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender entity in connection with its review the merger with or sale of any substantially all of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7assets of Original Principal into another entity, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1v) the direct limited partnership interests trading of and/or issuance of additional shares in Borrower Original Principal on the public securities markets, (vi) any Leases executed in accordance with the terms of this Deed of Trust and the other Loan Documents and (2viii) the direct equity interests a transfer of personal property or any interest therein in the SPE Component Entitynormal course of business that is replaced by collateral of similar nature and of equal or greater value. As used herein, “family members” shall include spouses, children and grandchildren and any lineal descendants.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7herein, Senior Mezzanine Borrower must at all times own one hundred percent Securities may be Transferred only: (100%i) by a Shareholder to any of such Shareholder’s Immediate Family Members (1whether inter vivos or upon death); (ii) by a Shareholder to an Estate Planning Entity; (iii) by a Shareholder that is a Permitted Transferee back to the direct Shareholder who Transferred such Securities to such Permitted Transferee; (iv) by a Shareholder that is an entity to an Affiliate of such Shareholder, provided that, for Transfers other than those to Estate Planning Entities pursuant to clause (ii) above, such Permitted Transferee is reasonably acceptable to the Board; (v) with respect to Transfers by TGAM (or by a Permitted Transferee of TGAM), to (A) such Shareholder’s limited partnership interests in Borrower and partners, (2B) any successor fund or fund under common management, (C) a current or former Affiliate of TGAM, (D) any of their current employees, directors, managers or officers as of the direct Effective Date or (E) any current or former holder of equity interests therein, in each case so long as such transferee is managed by AGR Partners LLC, or, in the SPE Component Entity:case of a transfer to an individual, so long as AGR Partners LLC is appointed as an agent or proxyholder with the authority to vote the Shares; (vii) Transfers of Shares owned as of the Effective Date from Xxxxx to Xxxx or from Xxxx to Xxxxx; or (viii) Transfers of Securities contemplated by and complying with Article 4 and Article 5, or Article 6, or Article 8, hereof. No Securities may be Transferred pursuant to this Section 3.3 unless, prior to such Transfer the transferee of such Securities has executed and delivered to the Company a Joinder Agreement (and, if the transferee is a married individual and upon the request of the Company, a Spousal Consent) with respect to the Securities so Transferred, and any Securities Transferred pursuant to this Section 3.3 will be subject thereafter to the rights of the Company and the Shareholders under this Agreement and entitled to the benefits of Securities under this Agreement.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than Mortgage Borrower and or Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control of in Borrower, GuarantorMortgage Borrower, any SPE Component Entity Senior Mezzanine Borrower or any Affiliated Borrower Principal or a change in the Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, transfer of direct interests in Borrower (A) except with respect to clause (a) and (dthe extent otherwise permitted hereunder), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer, (Bc) the transfer of interests held by Sponsor and its Affiliates in any Restricted Party other than Borrower shall continue to comply or Mortgage Borrower or Senior Mezzanine Borrower in connection with the representationspurchase, warranties and covenants contained sale and/or financing of the ownership interests in Sections 4.38other properties owned by Sponsor, 5.18 and 5.23 hereof provided that (and upon request i) no such transfers shall result in a change in Control in Borrower or Mortgage Borrower or Senior Mezzanine Borrower or a change in Control of Lender, deliver to Lender a statement signed by an authorized officer the Manager (ii) Sponsor remains at all times the general partner of Borrower which certifies Principal, and (iii) Sponsor continues to such compliance), (C) to the extent any transferee will own twenty no less than twenty-five percent (2025%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower, (d) transfers of direct or indirect interests in Borrower immediately following Principal, provided that (i) no such transfer transfers shall result in a change in Control in Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Manager, (provided such transferee owned ii) Sponsor remains at all times the general partner of Borrower Principal, and (iii) Sponsor continues to own no less than twenty percent twenty-five (2025%) (or ten percent (10%), as applicable) of the direct or indirect interests in Borrower, (e) so long as Sponsor is a publicly traded company, the pledge of Sponsor's interests in any Restricted Party other than Borrower or Mortgage Borrower or Senior Mezzanine Borrower to secure an operating debt facility of Sponsor, provided that (i) such operating debt facility is secured by a pledge of interests in entities having a direct or indirect interest in substantially all of the properties directly or indirectly owned by Sponsor and (ii) the beneficiary of such pledge shall be a major financial institution with significant real estate experience involving properties similar to the Property, (f) Sponsor and its Affiliates may sell (but not pledge) to a Qualified Investor up to 75% of the direct or indirect, non-managing limited liability company interests in Borrower, provided that (i) Sponsor at all times maintains Control of the Borrower, Mortgage Borrower and Senior Mezzanine Borrower (subject to the veto rights, if any, of such Qualified Investor with respect to Major Decisions, provided that no such veto right shall be construed to affect any rights or remedies of Lender under the Loan Documents) and Borrower (ii) Sponsor shall at all times own, directly or indirectly, at least 25% of the ownership interests in Borrower as of the Closing Date), Lender may request and Mortgage Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listiii) the results Property shall at all times be managed by a Qualified Manager, (g) transfers of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity ownership interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent Sponsor so long as Sponsor is a publicly traded entity, (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (eh) the salemerger of Sponsor with or into another entity, transfer or issuance of shares of common stock in any Restricted Party provided that (other than Borrower and Senior Mezzanine Borrowerx) that the surviving entity is publicly traded and listed on (y) such merger does not result in a change of Control in Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Borrower Principal, (i) encumbrances of the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from LenderTower Parcel portion of the Property with 365 parking covenants for the benefit of the property located at 000 Xxxxx Xxxxxx Xxxxxx, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made Xxx Xxxxxxx, Xxxxxxxxxx pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any the terms of the foregoing Transfers shall be paid by Borrower whether Mortgage Loan Agreement, or not any such Transfer is consummated(j) with respect to the Garage Parcel, the execution of a parking covenant agreement pursuant to the terms of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in this Article 7Section 7.3, Senior Mezzanine Borrower must at all times own one hundred if any Sale or Pledge permitted under this Section 7.3 results in any Person and its Affiliates owning in excess of forty-nine percent (10049%) of (1) the direct limited partnership ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer, and (2) in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the direct equity interests in the SPE Component EntityRating Agencies.

Permitted Transfers. Notwithstanding anything contained The restrictions set forth in the Loan Documents to the contrary, the following Transfers of legal Section 2(a) or beneficial equity interests Section 2(b) shall not be deemed apply to be a Prohibited any Transfer and shall not require the consent of Lender: Vested Class B Units or Stock by an Executive (aA) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party who is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, individual (i) other than after an Advised Entity Transferin the event of such Executive’s death, no such Transfers shall result in a change in Control pursuant to will or applicable laws of Borrower, Guarantor, any SPE Component Entity descent or any Affiliated Managerdistribution, (ii) to such Executive’s legal guardian (in case of any mental incapacity) or (iii) to or among his or her Family Group, or (B) that is an entity, to or among its Affiliates; provided that the restrictions contained in this Agreement and any other agreement applicable to such Executive or such Vested Class B Units and/or Stock will continue to be applicable to the Units and/or Stock after any Transfer pursuant to this Section 2(c), subject to Section 8. At least 30 days prior (other than in the case of Transfers pursuant clauses (A)(i) or (ii) above, in which case as promptly as practical following such Transfer) to the Transfer of vested Units or vested Stock pursuant to this Section 2(c), the Transferee(s) will deliver a Guarantor written notice to the Company, which notice shall own not less than fifty-one percent (51%disclose in reasonable detail the identity of such Transferee. Any Transferee of Vested Class B Units or Stock pursuant to a Transfer in accordance with the provisions of this Section 2(c) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue is herein referred to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer“Permitted Transferee.” Notwithstanding the foregoing, (A) except with respect no party hereto shall avoid the provisions of this Agreement or the LLC Agreement by (i) making one or more Transfers to clause (a) one or more Permitted Transferees and (d), Lender shall receive not less than thirty (30) days prior written notice then disposing of all or any portion of such proposed Transfer, party’s interest in any such Permitted Transferee or (ii) Transferring the securities of any entity holding (directly or indirectly) Units or Stock and (B) Borrower shall continue to comply with the representations, warranties if and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) that the Board determines in good faith that the Transfer of Vested Class B Units or more (or, if such transferee is not formed, organized or incorporated in, or is not Stock to a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made Permitted Transferee pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred 2(c) would have an adverse effect on the Company, including by Lender in connection with its review of any causing the Company to become subject to the reporting requirements of the foregoing Transfers shall Exchange Act, the Board may delay, modify, or, if determined by the Board to be paid by Borrower whether or not necessary to avoid such adverse effect, prohibit any such Transfer is consummatedpursuant to this Section 2(c). Notwithstanding anything Any Permitted Transferee shall be bound by, and subject to, the terms of this Agreement to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) same extent that Executive would be bound by such terms if the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityVested Class B Units or vested Stock held by a Permitted Transferee were still held by Executive.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: “Permitted Transfer” means (a) an assignment of this Lease or a Transfer (but not the pledge) by devise subletting of all or descent or by operation of law upon the death or as a result portion of the legal incapacity Premises to an affiliate of a natural person of such Person’s interest in a Restricted Party Tenant (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests entity which controls (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrowerdefined below); and (d) an Additional Permitted Transfer; provided, howeveris controlled by or is under common control with, with respect to clauses (aTenant), (b), (c)) an assignment of this Lease to an entity which acquires all or substantially all of the assets of Tenant, and (dc) abovean assignment of this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant. The term “control” and similar phrases, (i) other as used in this subsection, means the ownership, directly or indirectly, of more than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one fifty percent (5150%) of the direct voting securities of, or indirect equity interests possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, and Control, Borrower and any SPE Component Entity, person or entity. “Permitted Transferee” means (iiii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except transferee with respect to clause a Permitted Transfer pursuant to Clauses (a) or (b) above, and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listii) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct resulting Tenant arising from or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such a Permitted Transfer is consummatedpursuant to Clause (c) above. Notwithstanding anything to the contrary contained in this Lease, a Permitted Transfer shall not be deemed an assignment, sublease or Transfer under this Lease, shall not require Landlord’s consent and shall not trigger any recapture or rent-sharing provisions of this Lease, provided that (A) following the closing of such Permitted Transfer, Tenant notifies Landlord of such Permitted Transfer and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Permitted Transfer or such Permitted Transferee, (B) such Permitted Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) with respect to a Permitted Transfer pursuant to clauses (b) or (c) above, the Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day preceding the effective date of such Permitted Transfer. No such permitted assignment or subletting or other Transfer permitted with or without Landlord’s consent pursuant to this Article 7, Senior Mezzanine Borrower must at 14 shall serve to release Tenant from any of its obligations under this Lease. Any Permitted Transferee in connection with a Permitted Transfer shall be deemed the original Tenant for all times own one hundred percent purposes of this Lease (100%) of (1) the direct limited partnership interests in Borrower including without limitation options to renew and (2) the direct equity interests in the SPE Component Entitysignage rights).

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryA TPI Holder may at any time, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require without the consent of Lender: (a) any other Stockholder, Transfer any or all of its Shares or interests in Shares to any Affiliate or third Person or Persons or pursuant to a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) Public Sale, subject to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity remaining provisions of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transferthis SECTION 6.2; provided, however, that, except in the case of a Public Sale, TPI shall not Transfer any Shares to any other Person then engaged, directly or indirectly, in a business within the Business Scope with annual revenues from such business in excess of $100 million without PCA's prior written consent. The foregoing consent right shall not be assignable by PCA or inure to the benefit of any transferee, successor or assign of PCA, except for an Affiliate of PCA who is (or becomes) a Stockholder. Notwithstanding the foregoing and except in the case of a Public Sale or sale to directors, officers or employees of Newco pursuant to the Management Buy-In, any Transfer of Shares by a TPI Holder shall be null and void and Newco shall refuse to recognize such Transfer unless the transferee executes and delivers to each party hereto an agreement (a "TPI JOINDER AGREEMENT"): (i) acknowledging that all Shares or interests in any Shares so transferred are and shall remain subject to this Agreement; and (ii) agreeing to be bound hereby. Upon execution of a TPI Joinder Agreement, except as otherwise expressly provided herein and except for any right hereunder to consent to any action or proposed action (including, without limitation, any proposed Transfer of Shares), the rights of the transferring TPI Holder hereunder with respect to clauses the Shares transferred shall be assigned to such transferree. Any TPI Holder shall notify the other parties of any intended Transfer of Shares or interests in Shares pursuant to this SECTION 6.2 (aother than pursuant to an Exempt Sale), (b), (c), giving the name and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) address of the direct or indirect equity interests inintended transferee; provided, and Controlhowever, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity that no otherwise valid Transfer shall continue to satisfy the requirements of Section 6.1 hereof, (iv) be rendered invalid solely as a condition result of a failure to each such Transfergive notice hereunder. Transferees of a TPI Holder shall assume all obligations of the transferring TPI Holder hereunder, (A) but, except with respect to clause (a) and (d)an Affiliate of TPI, Lender shall receive not less than thirty (30) days prior written notice be entitled to any rights of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityTPI Holder.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderbe deemed a “Permitted Transfer” hereunder: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person Party; or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following the Sale or Pledge, in one or a series of transactions, of all or a portion of the indirect legal or beneficial interests in Mortgage Loan Borrower or Maryland Owner, Borrower, any Other Senior Mezzanine Borrower or any other Restricted Party, provided, that (A) after giving effect to such TransferSale or Pledge, a Guarantor (1) Sponsor (individually or in the aggregate) shall continue to own not less than fifty-one percent (51%) of the direct or indirect equity ultimate economic and beneficial interests inin PIMHH, and to Control, directly or indirectly, PIMHH, and PIMHH shall continue to own not less than 100% of the ultimate economic and beneficial interests in each Borrower and any Party, Other Mezzanine Borrower, Other SPE Component Entity, (iii) following such Transferand PIM TRS and to Control, directly or indirectly, each Borrower and any Party, Other Mezzanine Borrower, Other SPE Component Entity Entity, and PIM TRS, (2) Sponsor’s direct and indirect interests in each Borrower Party, Other Mezzanine Borrower, Other SPE Component Entity, PIMHH and PIM TRS shall be unencumbered other than by the security interests granted to each Mezzanine Lender under the applicable Mezzanine Loan Documents, (3) no such Sale or Pledge shall be a Sale or Pledge of any direct ownership interest in any Borrower Party, Other Mezzanine Borrower or Other SPE Component Entity, and (4) to the extent Pru Sponsor’s ownership of economic and beneficial interests is included in meeting the condition of clause (A)(1) above, PIM, Pru Financial or an Affiliate of PIM or Pru Financial shall continue to satisfy Control Pru Sponsor (the requirements satisfaction of Section 6.1 hereofeach condition in clauses (A)(1) through (A)(4), the “Sponsor Ownership and Control Condition”); (ivB) as after giving effect to such Sale or Pledge, each Individual Property shall continue to be managed by a condition Qualified Manager; (C) prior to any such Sale or Pledge, Lender shall receive evidence that the single purpose bankruptcy remote nature of each such TransferSignificant Party is in accordance with the standards of the Rating Agencies (provided that, (A) except with respect to clause any CIGNA Mortgage Loan Borrower, prior to any Permitted CIGNA Mortgage Loan Refinancing, such CIGNA Mortgage Loan Borrower shall continue to be in accordance with such standards to the extent, and only to the extent, the same is in accordance therewith as of the Closing Date) and, without limitation, Lender may require in connection therewith, in Lender’s reasonable discretion, a revised substantive non-consolidation opinion letter reflecting the applicable Sale or Pledge, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies; (aD) and no Default or Event of Default shall exist at the time of such Sale or Pledge; (d), E) Lender shall receive not less than thirty (30) days (fifteen (15) days if the notice is given prior to a Securitization) prior written notice of such proposed TransferSale or Pledge pursuant to clause (ii) above; (F) except where such Sale or Pledge is to a Qualified Transferee, (B) Borrower the transferee or pledge, as the case may be, shall continue be subject to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request prior written approval of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), ; (CG) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost or cause to be delivered, evidence to Lender that such Sale or Pledge does not violate the terms of the applicable Ground Lease, if any, Management Agreement or the applicable Franchise Agreement, if any, as the case may be; and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal H) Borrower shall deliver and watch list) the results of which shall be certify to Lender an organizational chart in form reasonably acceptable to Lender with respect to such transferee; accurately depicting the direct and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect owners of the equity interests in each Borrower Party and Borrower Principal, and such other Persons as Lender may reasonably require, following such Sale or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityPledge.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7herein, Senior Mezzanine Borrower must at all times own one hundred percent Securities may be Transferred only: (100%i) by a Shareholder to any of such Shareholder’s Immediate Family Members (1whether inter vivos or upon death); (ii) by a Shareholder to an Estate Planning Entity; (iii) by a Shareholder that is a Permitted Transferee back to the direct Shareholder who Transferred such Securities to such Permitted Transferee; (iv) by a Shareholder that is an entity to an Affiliate of such Shareholder, provided that, for Transfers other than those to Estate Planning Entities pursuant to clause (ii) above, such Permitted Transferee is reasonably acceptable to the Board; (v) with respect to Transfers by TGAM (or by a Permitted Transferee of TGAM), to (A) such Shareholder’s limited partnership interests in Borrower and partners, (2B) any successor fund or fund under common management, (C) a current or former Affiliate of TGAM, (D) any of their current employees, directors, managers or officers as of the direct Effective Date or (E) any current or former holder of equity interests therein, in each case so long as such transferee is managed by AGR Partners LLC, or, in the SPE Component Entitycase of a transfer to an individual, so long as AGR Partners LLC is appointed as an agent or proxyholder with the authority to vote the Shares; (vii) Transfers of Shares owned as of the Effective Date from Xxxxx to Xxxx or from Xxxx to Xxxxx; or (viii) Transfers of Securities contemplated by and complying with Article 4 and Article 5, or Article 6, or Article 8, hereof. No Securities may be Transferred pursuant to this Section 3.3 unless, prior to such Transfer, the transferee of such Securities has executed and delivered to the Company a Joinder Agreement (and, if the transferee is a married individual and upon the request of the Company, a Spousal Consent) with respect to the Securities so Transferred, and any Securities Transferred pursuant to this Section 3.3 will be subject thereafter to the rights of the Company and the Shareholders under this Agreement and entitled to the benefits of Securities under this Agreement.

Permitted Transfers. Notwithstanding anything contained (i) a Lease entered into in accordance with the Loan Documents to the contraryDocuments, the following Transfers of legal or beneficial equity interests shall not be deemed to be (ii) a Prohibited Transfer and shall not require the consent of Lender: Permitted Encumbrance, (aiii) a Transfer and Assumption pursuant to Section 5.26.2, (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (civ) the Transfer of a Property pursuant to Section 2.4.2, 2.5.1 or 2.5.2, (but not v) a transfer of publicly traded shares in Key Principal or (vi) provided that no Default or Event of Default shall then exist, a Transfer of an interest in any Borrower other than the pledge) of the stockmembership interest, or partnership or membership interests (interest, as the case may be, held by Fee Borrower’s Borrower Representative, or a Transfer of an interest in Fee Borrower’s Borrower Representative to any Person provided that (A) in a Restricted Party such Transfer shall not (x) cause the transferee (other than Borrower and Senior Mezzanine BorrowerKey Principal); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Control of any Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), Fee Borrower’s Borrower Representative or to increase its equity interests direct or indirect interest in any Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) in Fee Borrower’s Borrower Representative to an amount that is greater than forty-nine percent which equals or exceeds 49% or (49%y) result in any Borrower or Fee Borrower’s Borrower Representative no longer being Controlled by Key Principal(s), Borrower (B) after giving effect to such Transfer, Key Principal(s) shall deliver a New Non-Consolidation Opinion addressing continue to own at least 80% of all equity interests (direct or indirect) in Borrowers, (C) Borrowers shall give Lender notice of such Transfer or together with copies of all instruments effecting such Transfer not less than 10 days prior to the date of such Transfer, and (eD) the salelegal and financial structure of Borrowers and their members and the single purpose nature and bankruptcy remoteness of Borrowers and their members after such Transfer, transfer shall satisfy Lender’s then current applicable underwriting criteria and requirements. Person: any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or issuance of shares of common stock entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed such capacity on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review behalf of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entityforegoing.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents After Closing, but prior to the contraryArts Unit Closing, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require permitted by Xxxxxxxx without the prior consent of Lender: (a) a Transfer Herndon (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender Herndon) (“Permitted Transfers”): (i) Xxxxxxxx’x creation of a Mortgage as soon permitted under Article 14 or any foreclosure sale or deed-in-lieu of foreclosure resulting from an Approved Mortgagee’s exercise of its rights under an approved Mortgage permitted under Article 14 or any transfer by an Approved Mortgagee to a third party; (ii) any pledge of the ownership interests in Xxxxxxxx or any affiliate, parent or subsidiary thereof to an Approved Mortgagee as practicable thereafter and that such Restricted Party is promptly reconstitutedpermitted under Article 14, if applicable, following the death or incapacity any foreclosure of such personownership interests resulting from an Approved Mortgagee’s exercise of its rights under a pledge permitted under Article 14 or any transfer by such Approved Mortgagee of such ownership interests to a third party; (biii) Transfers the creation of the Condominium on the Project; (but not pledgesiv) made the lease of retail space in good faith the Project to third party tenants and the lease of residential apartments to residents; (v) the granting of easements, rights-of-way and other interests required in connection with the development of the Property pursuant to the Final Project Plans; (vi) the assignment of Xxxxxxxx’x rights hereunder and transfer of the Property to an Affiliate formed to permit the admission of equity partners or members, provided that Xxxxxx Xxxxx and/or Xxxxxxxxxxx Xxxxxxxx retain control of such Affiliate; (vii) with respect to a person holding a partnership interest or membership interest in Xxxxxxxx, such person’s interest may be transferred to a trust or other entity for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if requiredor, following such Transfer; (c) the Transfer (but not the pledge) of the stockdeath, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance)person’s estate, (C) to trust or beneficiaries under such person’s will, but if the extent any transferee will own twenty percent (20%) deceased person was a general partner, manager or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen ofmanaging member, the United States deceased person’s interest shall be converted to that of America, ten percent (10%)) of the direct a limited partner or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%)non-managing member, as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.and

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: “Permitted Transfer” means (a) an assignment of this Lease or a Transfer (but not the pledge) by devise subletting of all or descent or by operation of law upon the death or as a result portion of the legal incapacity Premises to an affiliate of a natural person of such Person’s interest in a Restricted Party Tenant (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests entity which controls (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrowerdefined below); and (d) an Additional Permitted Transfer; provided, howeveris controlled by or is under common control with, with respect to clauses (aTenant), (b), (c)) an assignment of this Lease to an entity which acquires all or substantially all of the assets of Tenant, and (dc) abovean assignment of this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant. The term “control” and similar phrases, (i) other as used in this subsection, means the ownership, directly or indirectly, of more than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one fifty percent (5150%) of the direct voting securities of, or indirect equity interests possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, and Control, Borrower and any SPE Component Entity, person or entity. “Permitted Transferee” means (iiii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except transferee with respect to clause a Permitted Transfer pursuant to Clauses (a) or (b) above, and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listii) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct resulting Tenant arising from or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such a Permitted Transfer is consummatedpursuant to Clause (c) above. Notwithstanding anything to the contrary contained in this Lease, a Permitted Transfer shall not be deemed an assignment, sublease or Transfer under this Lease, shall not require Landlord’s consent and shall not trigger any recapture or rent-sharing provisions of this Lease, provided that (A) following the closing of such Permitted Transfer, Tenant notifies Landlord of such Permitted Transfer and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Permitted Transfer or such Permitted Transferee, (B) such Permitted Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) with respect to a Permitted Transfer pursuant to clauses (b) or (c) above, the Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day preceding the effective date of such Permitted Transfer. No such permitted assignment or subletting or other Transfer permitted with or without Landlord’s consent pursuant to this Article 714 shall serve to release Tenant from any of its obligations under this Lease. Any Permitted Transferee in connection with a Permitted Transfer shall be deemed the original Tenant for all purposes of this Lease (including without limitation options to renew or expand, Senior Mezzanine Borrower must at all times own one hundred percent (100%) right of (1) the direct limited partnership interests in Borrower first offer and (2) the direct equity interests in the SPE Component Entitysignage rights).

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control of in Borrower, Guarantor, any SPE Component Entity Mezzanine Borrower or any Affiliated Borrower Principal or a change in the Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, transfer of direct interests in Borrower (A) except with respect to clause (a) and (dthe extent otherwise permitted hereunder), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer, (Bc) the transfer of interests held by Sponsor and its Affiliates in any Restricted Party other than Borrower shall continue to comply or Mezzanine Borrower in connection with the representationspurchase, warranties and covenants contained sale and/or financing of the ownership interests in Sections 4.38other properties owned by Sponsor, 5.18 and 5.23 hereof provided, that (and upon request i) no such transfers shall result in a change in Control in Borrower or a change in Control of Lender, deliver to Lender a statement signed by an authorized officer the Manager (ii) Sponsor remains at all times the general partner of Borrower which certifies Principal, and (iii) Sponsor continues to such compliance), (C) to the extent any transferee will own twenty no less than twenty-five percent (2025%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower, (d) transfers of direct or indirect interests in Borrower immediately following Principal, provided, that (i) no such transfer transfers shall result in a change in Control in Borrower or a change in Control of the Manager (provided such transferee owned ii) Sponsor remains at all times the general partner of Borrower Principal, and (iii) Sponsor continues to own no less than twenty twenty-five percent (2025%) (or ten percent (10%), as applicable) of the direct or indirect interests in Borrower, (e) so long as Sponsor is a publicly traded company, the pledge of Sponsor's interests in any Restricted Party other than Borrower or Mezzanine Borrower to secure an operating debt facility of Sponsor, provided that (i) such operating debt facility is secured by a pledge of interests in entities having a direct or indirect interest in substantially all of the properties directly or indirectly owned by Sponsor and (ii) the beneficiary of such pledge shall be a major financial institution with significant real estate experience involving properties similar to the Property, (f) Sponsor and its Affiliates may sell (but not pledge) to a Qualified Investor up to 75% of the direct or indirect, non-managing membership interests in Borrower or Mezzanine Borrower, provided that (i) Sponsor at all times maintains Control of the Borrower (subject to the veto rights, if any, of such Qualified Investor with respect to Major Decisions, provided that no such veto right shall be construed to affect any rights or remedies of Lender under the Loan Documents) and Mezzanine Borrower (ii) Sponsor shall at all times own, directly or indirectly, at least 25% of the ownership interests in Borrower, and (iii) the Property shall at all times be managed by a Qualified Manager, (g) transfers of ownership interests in Sponsor so long as Sponsor is a publicly traded entity, (h) the merger of Sponsor with or into another entity, provided that (x) the surviving entity is publicly traded and (y) such merger does not result in a change of Control in Borrower as or Borrower Principal, (i) encumbrances of the Closing Date)Tower Parcel portion of the Property with 365 parking covenants for the benefit of the property located at 444 South Flower Street, Lender may request and Borrower shall deliverLos Angeles, at Borrower’s sole cost and expenseCalifornia substantially in thx xxxx xxxxxxxx xxxxxx xx Xxxxxxx X, customary searches xx xxxxx Xxnder will subordinate the lien of the Mortgage pursuant to an agreement that would be satisfactory to a prudent institutional lender or (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listj) the results encumbrance of which shall be the Garage Parcel with parking covenants covering up to 814 spaces, provided that such covenants and any related agreements are in form and substance reasonably acceptable to Lender with respect to and further provided that no such transferee; and covenants or agreements shall result in (Dx) if such Transfer shall cause a breach of the terms of any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer Lease at the Tower Parcel or (ey) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummateda Material Adverse Change. Notwithstanding anything to the contrary contained in this Article 7Section 7.3, Senior Mezzanine Borrower must at all times own one hundred if any Sale or Pledge permitted under this Section 7.3 results in any Person and its Affiliates owning in excess of forty-nine percent (10049%) of (1) the direct limited partnership ownership interests in Borrower, Mezzanine Borrower or Borrower Principal, Borrower shall, prior to such transfer, and (2) in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the direct equity interests in the SPE Component EntityRating Agencies.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents provisions of Section 7.1, but subject to the contrarySection 7.4, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderbe deemed a “Permitted Transfer” hereunder: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death of a member, partner or as shareholder of a result Restricted Party; and (ii) the Sale or Pledge, in one or a series of transactions, of all or a portion of the legal incapacity of a natural person of such Person’s interest direct or indirect equity interests in a Borrower, Maryland Owner, or any other Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) regardless of the stock, partnership number of tiers of ownership) provided that (A) after giving effect to such Sale or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a)Pledge, (b), 1) Guarantor (c), and (dindividually or in the aggregate) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall continue to own not less than fifty-one percent (51%) of the direct or indirect equity ultimate economic and beneficial interests in, and to Control, Borrower PIMHH, and any SPE Component EntityPIMHH shall continue, directly or indirectly, to own not less than one hundred percent (100%) of the ultimate economic and beneficial interests in, and to Control, PIM TRS, Mezzanine Borrower, Borrower, Maryland Owner and CIGNA Mortgage Loan Borrower; (2) Guarantor’s direct and indirect interests in PIMHH shall be unencumbered, (iii3) following PIMHH’s direct and indirect interests in PIM TRS, Mezzanine Borrower, Borrower, Maryland Owner and CIGNA Mortgage Loan Borrower shall be unencumbered (other than by the security interests granted to each Mezzanine Lender under the applicable Mezzanine Loan Documents), (4) no such TransferSale or Pledge shall be a Sale or Pledge of any direct ownership interest in PIM TRS, Borrower Borrower, Maryland Owner, CIGNA Mortgage Loan Borrower, or Mezzanine Borrower, and any SPE Component Entity (5) to the extent Pru Guarantor’s ownership of economic and beneficial interests is included in meeting the condition of clause (A)(1) above, PIM, Pru Financial or an Affiliate of PIM or Pru Financial shall continue to satisfy Control Pru Guarantor (the requirements satisfaction of Section 6.1 hereofeach condition in clauses (A)(1) through (A)(5), the “Guarantor Ownership and Control Condition”), (ivB) as each Individual Property shall continue to be managed by a condition to each such TransferQualified Manager, (AC) except prior to any such proposed transfer, Sale or Pledge, Lender shall receive evidence that the single purpose bankruptcy remote nature of each Individual Owner, each Operating Lessee, and each Maryland Owner shall be in accordance with respect the standards of the Rating Agencies (and, without limitation, Lender may require in connection therewith, in Lender’s reasonable discretion, a revised substantive non-consolidation opinion letter reflecting the applicable transfer, Sale or Pledge, which opinion shall be in form, scope and substance acceptable in all respects to clause (a) Lender and (dthe Rating Agencies), (D) no Default or Event of Default shall exist at the time of such transfer, Sale or Pledge, (E) Lender shall receive not less than thirty (30) days (fifteen (15) days if the notice is given prior to a Securitization) prior written notice of such a proposed TransferSale or Pledge under clause (ii), above, (BF) except where such transfer, Sale, or Pledge is to a Qualified Transferee, the transferee or pledge, as the case may be, shall be subject to the prior written approval of Lender, (G) Borrower, or Maryland Owner if applicable, shall deliver evidence to Lender that such transfer, Sale or Pledge does not violate the terms of the applicable Ground Lease, if any, Management Agreement or the applicable Franchise Agreement, if any, as the case may be; and (H) Borrower shall continue to comply with the representations, warranties deliver and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver certify to Lender a statement signed by (i) an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests organizational chart in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be form reasonably acceptable to Lender with respect to such transferee; accurately depicting the direct and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect owners of the equity interests in each Borrower, Maryland Owner, Mezzanine Borrower, Borrower Principal, and such other Persons as Lender may reasonably require, following such Sale or any SPE Component Entity aggregating Pledge, and (ii) an organizational chart in form reasonably acceptable to more than forty-nine percent (49%), or to increase its Lender accurately depicting the direct and indirect owners of the equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%)each CIGNA Mortgage Loan Borrower, Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any including all guarantors of the foregoing Transfers shall be paid by Borrower whether CIGNA Mortgage Loans, following such Sale or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityPledge.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoParty, provided so long as Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personmember, partner or shareholder and there is no change in Control of such Restricted Party as a result of such transfer; (b) Transfers (but not pledges) made in good faith transfers for estate planning purposes of an individual’s 's interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided so long as such Restricted Party is reconstituted, if required, following such Transfertransfer and there is no change in Control of such Restricted Party as a result of such transfer; (c) the Transfer Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower)Party; and or (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other transfers of more than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fiftyforty-one nine percent (5149%) of the direct or indirect equity interests inin Borrower, and Controlprovided Behringer Harvard REIT I, Borrower and any SPE Component EntityINC., a Maryland corporation (iiithe "XXXX") following such Transfer, Borrower and any SPE Component Entity xx a Permitted Transferee directly or indirectly at all times shall continue to satisfy own twenty percent (20%) or more of the requirements interests in Borrower (including interests in the general partner of Borrower); provided, however, no such transfers shall result xx x xxxnge in Control in the Restricted Party or change in control of the Property (other than a change in control resulting in control by a Permitted Transferee permitted in this Section 6.1 hereof7.3), (iv) and as a condition to each such Transfertransfer, (A) except with respect to clause (a) no Default or Event of Default shall have occurred and (d), be continuing and Lender shall receive have received (i) not less than thirty (30) days prior written notice of such proposed Transfertransfer, (Bii) Borrower shall continue to comply evidence of the proposed transferee's continued compliance with the representationscovenants set forth in this Agreement (including, warranties without limitation, the covenants in Article 6) and covenants contained the other Loan Documents, and (iii) if there will be a change of management at the Property, evidence of a new Qualified Manager for the Property and a new management agreement in Sections 4.38place at the Property, 5.18 and 5.23 hereof (and upon request of Lender, deliver both satisfactory to Lender a statement signed by an authorized officer of Borrower and the Rating Agencies which certifies to such compliance), (C) to rated the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummatedSecurities. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower the REIT or a Permitted Transferee must continue to own, directly or indirectly, at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower least a 20% interest in, and (2) the direct equity interests in the SPE Component EntityControl, Borrower.

Permitted Transfers. Notwithstanding anything to the contrary contained in this Lease, an assignment or subletting of all or a portion of the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderPremises: (a) to a Transfer corporation or other business entity (but not the pledge"successor corporation") by devise into or descent or by operation of law upon the death or with which Tenant shall be merged, consolidated, reorganized (other than a reorganization as a result of bankruptcy), recapitalized or acquired or to which substantially all of the legal incapacity assets of a natural person Tenant may be transferred, and provided that the successor corporation shall assume in writing all of such Person’s interest in a Restricted Party (other than Borrower the obligations and Senior Mezzanine Borrower) to the person liabilities of Tenant under this Lease; or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers to a corporation or other business entity (but not pledgesherein sometimes referred to as a "related corporation") made in good faith for estate planning purposes which shall control, be controlled by or be under common control with Tenant; or (c) as a result of an individual’s interests in any Restricted Party a sale or other transfer of corporate shares of capital stock (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to member interest if Tenant is a trust limited liability company) in Tenant in connection with either a bona fide financing for the benefit of any one Tenant or more an initial public offering of such individualTenant’s stock on a nationally-recognized stock exchange, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (cd) the Transfer (but not the pledge) transfers of the stock, partnership shares of stock or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall Tenant which result in a change in Control control over a period in excess of Borrowertwelve (12) consecutive months, Guarantorshall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items (a) through (d) of this Section 14.9 hereinafter referred to as a "Permitted Transferee"), provided that (i) Tenant notifies Landlord at least twenty-one (21) days prior to any SPE Component Entity such assignment or sublease and promptly supplies Landlord with any Affiliated Managerdocuments or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) following such Transferassignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, it being understood that such Transferee shall thereafter become liable under this Lease, on a Guarantor joint and several basis, with Tenant, (iii) any transferee under this Section 14.9 shall own be of a character and reputation consistent with the quality of the Building, and (iv) in the case of an assignment, such successor entity or related entity, as applicable, together with the Original Tenant if Original Tenant is a surviving entity and remains liable under this Lease, shall have a tangible net worth (not less than including goodwill as an asset) computed in accordance with generally accepted accounting principles (excluding goodwill as an asset) ("Net Worth"), at least equal to Tenant's Net Worth either immediately before the Transfer or as of the date of this Lease, whichever is greater. An assignee of Tenant's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a "Permitted Transferee Assignee." "Control," as used in this Section 14.9, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the direct voting securities of, or indirect equity interests inpossession of the right to vote, and Controlin the ordinary direction of its affairs, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty at least fifty-one percent (2051%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct voting interest in, any person or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entityentity.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial pledges and equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoParty, provided so long as Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personmember, partner or shareholder and there is no change in Control of such Restricted Party as a result of such transfer; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more a series of such individualtransactions, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, transfer; (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (ec) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that provided such stock is publicly traded and listed on the New York Stock Exchange or another such other nationally recognized publicly-traded stock exchange. Upon request from Lender; or (d) a Parent Level Pledge (as hereinafter defined); provided, Borrower shall promptly deliver however, as a condition to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review the effectiveness of any such Parent Level Pledge (other than such Parent Level Pledges in effect on the date of the foregoing Transfers this Agreement), Lender shall be paid by Borrower whether or receive not any such Transfer is consummatedless than thirty (30) days prior written notice. Notwithstanding anything to the contrary contained in this Article 7Section 7.3, Senior Mezzanine Borrower (a) no such pledges or transfers, as applicable, shall result in a change in Control in the Guarantor or any Affiliated Manager or change in Control of the day-to-day operation of Individual Properties, (b) after giving effect to any such pledges or transfers, as applicable, Guarantor must continue to (i) own, directly or indirectly, at all times own least a fifty-one hundred percent (10051%) of (1) interest in the direct limited partnership interests in Borrower and (2) the direct equity interests in the any SPE Component Entity., (ii) Control the Borrower and any SPE Component Entity and (iii) Control the day-to-day operation of the Individual Properties, (c) after giving effect to any such pledges or transfers, as applicable, the Individual Properties shall continue to be managed by a Qualified Manager and (d) in the case of a pledge or transfer, as applicable, of any direct ownership

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made the transfer, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control in the Restricted Party or change in control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests inProperty, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer; (c) the pledge by Borrower’s limited partner of its interest in Borrower and by the sole member of Borrower’s general partner of its interest in Borrower’s general partner as security for the Mezzanine Loan; (d) upon receipt of Lender’s prior written consent and after a Securitization written confirmation from each of the applicable Rating Agencies that the same shall not result in the qualification, withdrawal or downgrade of the initial, or if higher, then current ratings issued in connection with such Securitization, in connection with any refinance of the Mezzanine Loan, the pledge by Borrower’s limited partner of its interest in Borrower and by the sole member of Borrower’s general partner of its interest in Borrower’s general partner as security for such refinancing; (Be) a transfer permitted under the Intercreditor Agreement; (f) a transfer in a transaction (including, without limitation, a merger or consolidation) whereby CNL Rose Acquisition Corp., CNL Rose GP Corp. or CNL Hospitality Properties, Inc. transfer their interests in Borrower Principal provided that following such transaction a majority of the interests in Borrower Principal continue to be owned, directly or indirectly, by CNL Hospitality Properties, Inc. and CNL Hospitality Properties, Inc. shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof Control Borrower Principal; or (and upon request of Lender, deliver g) other than as to Lender a statement signed by an authorized officer Borrower Principal or any of Borrower which certifies to Principal’s Subsidiaries, any transaction, including, without limitation, a merger or consolidation involving a Restricted Party, whereby, immediately following such compliance), transaction (Ci) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) majority of the direct or indirect ownership interests in Borrower such Restricted Party are owned, directly or indirectly, by Persons who owned, directly or indirectly, a majority of the ownership interests of such Restricted Party immediately following prior to such transaction, and (ii) as to any entity other than CNL Hospitality Properties, Inc., there is no resulting change in Control. Notwithstanding the foregoing, any transfer (provided such transferee owned less other than twenty percent (20%a transfer expressly permitted under the Intercreditor Agreement) (or ten percent (10%), as applicable) that results in any Person owning in excess of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver of the ownership interest in a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on a transfer permitted under the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower Intercreditor Agreement shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this comply with the requirements of Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity7.4 hereof.

Permitted Transfers. Notwithstanding anything contained in “Permitted Transfers” means any of the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderfollowing: (a) a Transfer (but not the pledge) by devise or descent or by operation rental of law upon hotel rooms at the death or as a result Property to transient guests in the ordinary course of business at the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personProperty; (b) Transfers (but not pledges) made the rental of meeting rooms, banquet halls and similar facilities on a non-recurring basis in good faith for estate planning purposes the ordinary course of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to business at the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such TransferProperty; (c) the Transfer (but not the pledge) execution of the stocka Lease which has been approved by Beneficiary, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower)accordance with this Deed of Trust; and (d) an Additional Permitted Transfer; provided(i) a conversion or reorganization of Behringer Harvard Opportunity REIT I, howeverInc., a Maryland corporation (“REIT”), or (ii) a transfer of all of the assets and liabilities of REIT to a Person (REIT, as it may be converted, reorganized or the Person to which all such assets and liabilities are transferred pursuant to this clause (d), being herein referred to as “BH Fund”), but only to the extent with respect to clauses both (ai) or (ii), (b)1) the Persons who or which hold interests in REIT prior to such conversion, reorganization or transfer continue to hold the same percentage interest in the BH Fund immediately after such conversion, reorganization or transfer, (c)2) the Person or Persons who control REIT as of the date of this Deed of Trust continue to control the BH Fund after such conversion, reorganization or transfer, (3) such conversion, reorganization or transfer is done in compliance with all Governmental Requirements, and (d4) abovethe BH Fund succeeding to or acquiring all of the assets and liabilities of REIT executes and delivers to Beneficiary an Indemnity, Guaranty and Suretyship Agreement in form and substance substantially similar to the Indemnity, Guaranty and Suretyship Agreement dated of even date herewith given by REIT to Beneficiary; (e) transfers of ownership interests in BH Fund (including specifically, without limitation, transfers of shares in REIT) or in Behringer Harvard Opportunity OP I, LP, a Texas limited partnership, provided that (i) other than after an Advised Entity Transfer, no such Transfers transfer shall not result in a change in Control the transferee acquiring the possession, directly or indirectly, of Borrowerthe power to direct or cause the direction of the management and policies of such Person, Guarantor, any SPE Component Entity or any Affiliated Manager, and (ii) following such TransferBH Fund or REIT, a Guarantor as applicable, shall continue to own not less than and control (directly or indirectly) and least fifty-one percent (51%) of the direct or indirect all equity interests in, and Control, Borrower and any SPE Component Entity, in Borrower; (iiif) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements transfers of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer Grantor to any Person, so long as BH Fund, continues to (provided such transferee owned less than twenty percent i) hold 51% or greater directly or indirectly in Grantor, (20%ii) control Grantor (or ten percent (10%), as applicable) for purposes of the foregoing clause, the term “control” as used in this Deed of Trust means the possession and/or right, directly or indirectly, of the power to direct or indirect ownership interests in Borrower cause the direction of the decisions, management or policies of a Person, whether through the ability to exercise voting power, by agreement or otherwise (“Controlled” and “Controlling” each have the meanings correlative thereto) and the Person or Persons whom control REIT as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches date of this Deed of Trust continue to control REIT or BH Fund; (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listg) the results granting of which shall be reasonably acceptable to Lender with respect to such transfereePermitted Encumbrances; and (Dh) if such Transfer shall cause any transfereeother Transfers (as hereinafter defined) expressly permitted under this Deed of Trust by the consent of Beneficiary (including specifically, together with its Affiliateswithout limitation, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%Section 2.19 below), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, each of the following Transfers of legal Sales or beneficial equity interests Pledges shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfers: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party, so long as following the death of such member, partner or shareholder there is no change in Control of such Restricted Party as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such persontransfer; (b) Transfers (but not pledges) made in good faith transfers for estate planning purposes of an individual’s 's interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided so long as following such transfer and there is no change in Control of such Restricted Party is reconstituted, if required, following as a result of such Transfertransfer; (c) the Transfer Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control in the Restricted Party or change in control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Managerthe Property, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfertransfers, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, hereof and (iviii) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, transfer; (Bd) Borrower shall continue to comply a Sale or Pledge in connection with any Mezzanine Loan entered into in accordance with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 terms of Section 7.6 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) the transfer to the extent mezzanine lender under such Mezzanine Loan in connection with the exercise of any transferee will own twenty percent rights such mezzanine lender may have under the Mezzanine Loan); (20%e) a Sale or more (or, if such transferee is not formed, organized Pledge or incorporated in, or is not a citizen of, the United States issuance of America, ten percent (10%)) of the direct or indirect ownership limited partnership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transfereePrincipal; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (ef) the sale, transfer or issuance of shares of common stock in any Restricted Party GRT provided (other than Borrower and Senior Mezzanine BorrowerI) that such stock is publicly traded and then listed on the New York Stock Exchange or another such other nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender exchange or (II) in connection with its review the privatization of any GRT, provided that after such privatization, further transfers of the foregoing Transfers shares of GRT shall be paid by Borrower whether or not any such Transfer is consummatedsubject to the transfer restrictions of this Article 7. Notwithstanding anything to the contrary contained in this Article 7Section 7.3, Senior Mezzanine Borrower (i) GRT must at all times own continue to own, directly or indirectly, one hundred percent (100%) of the interests in, and Control, the general partner of Borrower Principal and (ii) any transfer that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interests in a Restricted Party shall comply with the requirements of Section 7.4 hereof, provided, however, for the purposes of this Subsection (ii) only, in connection with a privatization of GRT in accordance with Section 7.3(f)(II) above, (1) the direct limited partnership interests in Borrower Lender’s prior written consent shall not be required and (2) Borrower shall not be required to comply with the direct equity interests provisions of Section 7.4(b) below and, unless the existing Management Agreement is being terminated in the SPE Component Entityconnection with such privatization, Section 7.4(e) below.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: Lender (each, a “Permitted Transfer”): (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior each Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior each Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior each Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), ) and (d) above, other than with respect to a foreclosure of a Mezzanine Loan or assignment in lieu thereof (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Operating Lessee, Guarantor, any SPE Component Entity Entity, HHSD or any Affiliated Manager, (ii) following such Transfer, a Guarantor (including a Replacement Guarantor) shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower Borrower, Operating Lessee, HHSD and any SPE Component Entity, (iii) following such Transfer, Borrower Borrower, Operating Lessee, HHSD and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) ), (b), and (d)c) of the definition of Additional Permitted Transfers, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof the Loan Documents (and upon request of Lender, deliver to Lender a statement signed by an authorized officer offer of Borrower which certifies to such compliance), and (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower Borrower, Operating Lessee, HHSD or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%)Borrower, Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.Operating Lessee,

Permitted Transfers. Notwithstanding anything contained (i) a Lease entered into in accordance with the Loan Documents to the contraryDocuments, the following Transfers of legal or beneficial equity interests shall not be deemed to be (ii) a Prohibited Transfer and shall not require the consent of Lender: Permitted Encumbrance, (aiii) a Transfer and Assumption pursuant to Section 5.26.2, (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (civ) the Transfer of a Property pursuant to Section 2.4.2, 2.5.1 or 2.5.2, (but not v) a transfer of publicly traded shares in Key Principal or (vi) provided that no Default or Event of Default shall then exist, a Transfer of an interest in any Borrower other than the pledge) of the stockmembership interest, or partnership or membership interests (interest, as the case may be, held by Fee Borrower's Borrower Representative, or a Transfer of an interest in Fee Borrower's Borrower Representative to any Person provided that (A) in a Restricted Party such Transfer shall not (x) cause the transferee (other than Borrower and Senior Mezzanine BorrowerKey Principal); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Control of any Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), Fee Borrower's Borrower Representative or to increase its equity interests direct or indirect interest in any Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) in Fee Borrower's Borrower Representative to an amount that is greater than forty-nine percent which equals or exceeds 49% or (49%y) result in any Borrower or Fee Borrower's Borrower Representative no longer being Controlled by Key Principal(s), Borrower (B) after giving effect to such Transfer, Key Principal(s) shall deliver a New Non-Consolidation Opinion addressing continue to own at least 80% of all equity interests (direct or indirect) in Borrowers, (C) Borrowers shall give Lender notice of such Transfer or together with copies of all instruments effecting such Transfer not less than 10 days prior to the date of such Transfer, and (eD) the salelegal and financial structure of Borrowers and their members and the single purpose nature and bankruptcy remoteness of Borrowers and their members after such Transfer, transfer shall satisfy Lender's then current applicable underwriting criteria and requirements. Person: any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or issuance of shares of common stock entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed such capacity on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review behalf of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entityforegoing.

Permitted Transfers. Notwithstanding the foregoing or anything contained in the Loan Documents to the contrarycontrary herein, the following Transfers provisions of legal or beneficial equity interests Subsections 3.1, 3.2 and 3.3 shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: apply (a) a Transfer (but not in the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity case of a natural person of Stockholder that is an entity, upon a transfer by such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) Stockholder to the person any subsidiary or persons lawfully entitled theretoparent corporation equity holders, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers to a repurchase of Transfer Stock from a Stockholder by the Company at a price no greater than that originally paid by such Stockholder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (but not pledgesc) in the case of a Stockholder that is a natural person, upon a transfer of Transfer Stock by such Stockholder made in good faith for bona fide estate planning purposes of an individual’s interests in any Restricted Party purposes, either during his or her lifetime or on death by will or intestacy, to his or her spouse, parent, brother, sister, child (other than Borrower and Senior Mezzanine Borrower) to the spouse natural or adopted), or any other direct lineal descendant of such individualStockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to a trust any other person approved by unanimous consent of the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Stockholder or any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transferfamily members; (c) the Transfer (but not the pledge) each of the stock, partnership or membership interests (as transferees in the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses foregoing subsections (a), (b), ) and (c) hereinafter a “Permitted Transferee”) provided that in the case of clause(s) (a) or (c), the Stockholder shall deliver prior written notice to the other Stockholders and (d) abovethe Company of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transferissuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as the Stockholder (A) except but only with respect to the securities so transferred to the transferee), including the obligations with respect to Proposed Transfers of such Transfer Stock pursuant to Section 3; and provided further in the case of any transfer pursuant to clause (a) and or (d)c) above, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following that such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender a transaction in connection with its review of any of the foregoing Transfers shall be which there is no consideration actually paid by Borrower whether or not any for such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entitytransfer.

Permitted Transfers. Notwithstanding anything contained The 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 Loan Documents date hereof in full or partial distribution of his interest in such partnership or limited liability company, (ii) to the contrary, the following Transfers of legal or beneficial equity interests any immediate family member (which shall not be deemed to be include a Prohibited Transfer spouse, sibling, lineal descendant, ancestor, mother-in-law, father-in-law, brother-in-law and shall not require the consent of Lender: (asister-in-law) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse individual Purchaser by gift or any lineal descendant of such individualbequest or through inheritance, or to a trust or family limited partnership (or other similar entity) created for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entityforegoing, (iii) following such Transfer, Borrower and to any SPE Component Entity shall continue to satisfy the requirements shareholder of Section 6.1 hereof, any Purchaser that is a corporation or (iv) as a condition to each any person or entity acquiring at least 250,000 shares of Series D Preferred (such Transfernumber being subject to adjustment for any stock dividend, (A) except with respect to clause (a) and (dstock split, subdivision, combination or other recapitalization); PROVIDED, Lender shall receive not less than thirty (30) days prior HOWEVER, that the transferor provides written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) 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 transferee will own twenty percent (20%) of the Purchased Shares or more (or, if Converted Shares upon obtaining assurance satisfactory to the Company that such transferee transaction is not formed, organized or incorporated inexempt from the registration requirements of, or is not a citizen ofcovered by an effective registration statement under, the United States Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect an unqualified opinion to such transferee; and (D) if such Transfer shall cause effect of counsel reasonably satisfactory to the Company. Notwithstanding anything herein to the contrary, in no event may any transfereePurchaser, together with its Affiliatesaffiliates and transferees, to acquire direct transfer any Purchased Shares or indirect equity interests in Borrower or any SPE Component Entity aggregating Converted Shares to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests 10 persons in the SPE Component Entityaggregate.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Mortgage Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control of in Borrower, Guarantor, any SPE Component Entity Mortgage Borrower or any Affiliated Borrower Principal or a change in the Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, transfer of direct interests in Borrower (A) except with respect to clause (a) and (dthe extent otherwise permitted hereunder), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer, (Bc) the transfer of interests held by Sponsor and its Affiliates in any Restricted Party other than Borrower shall continue to comply or Mortgage Borrower in connection with the representationspurchase, warranties and covenants contained sale and/or financing of the ownership interests in Sections 4.38other properties owned by Sponsor, 5.18 and 5.23 hereof provided that (and upon request i) no such transfers shall result in a change in Control in Borrower or Mortgage Borrower or a change in Control of Lender, deliver to Lender a statement signed by an authorized officer the Manager (ii) Sponsor remains at all times the general partner of Borrower which certifies Principal, and (iii) Sponsor continues to such compliance), (C) to the extent any transferee will own twenty no less than twenty-five percent (2025%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower, (d) transfers of direct or indirect interests in Borrower immediately following Principal, provided that (i) no such transfer transfers shall result in a change in Control in Borrower, Mortgage Borrower or Manager, (provided such transferee owned ii) Sponsor remains at all times the general partner of Borrower Principal, and (iii) Sponsor continues to own no less than twenty percent twenty-five (2025%) (or ten percent (10%), as applicable) of the direct or indirect interests in Borrower, (e) so long as Sponsor is a publicly traded company, the pledge of Sponsor's interests in any Restricted Party other than Borrower or Mortgage Borrower to secure an operating debt facility of Sponsor, provided that (i) such operating debt facility is secured by a pledge of interests in entities having a direct or indirect interest in substantially all of the properties directly or indirectly owned by Sponsor and (ii) the beneficiary of such pledge shall be a major financial institution with significant real estate experience involving properties similar to the Property, (f) Sponsor and its Affiliates may sell (but not pledge) to a Qualified Investor up to 75% of the direct or indirect, non-managing limited liability company interests in Borrower, provided that (i) Sponsor at all times maintains Control of the Borrower and Mortgage Borrower (subject to the veto rights, if any, of such Qualified Investor with respect to Major Decisions, provided that no such veto right shall be construed to affect any rights or remedies of Lender under the Loan Documents) and Borrower (ii) Sponsor shall at all times own, directly or indirectly, at least 25% of the ownership interests in Borrower as of the Closing Date), Lender may request and Mortgage Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listiii) the results Property shall at all times be managed by a Qualified Manager, (g) transfers of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity ownership interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent Sponsor so long as Sponsor is a publicly traded entity, (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (eh) the salemerger of Sponsor with or into another entity, transfer or issuance of shares of common stock in any Restricted Party provided that (other than Borrower and Senior Mezzanine Borrowerx) that the surviving entity is publicly traded and listed on (y) such merger does not result in a change of Control in Borrower, Mortgage Borrower or Borrower Principal, (i) encumbrances of the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from LenderTower Parcel portion of the Property with 365 parking covenants for the benefit of the property located at 444 South Flower Street, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made Los Angeles, California pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review the terxx xx xxx Xxxxxxxx Xxxx Xxxxxxxxx, (x) xxxx xxxxect to the Garage Parcel, the execution of any a parking covenant agreement pursuant to the terms of the foregoing Transfers shall be paid by Borrower whether Mortgage Loan Agreement or not any such Transfer is consummated(k) the pledge of interests and the foreclosure thereon pursuant to the Junior Mezzanine Loan. Notwithstanding anything to the contrary contained in this Article 7Section 7.3, Senior Mezzanine Borrower must at all times own one hundred if any Sale or Pledge permitted under this Section 7.3 results in any Person and its Affiliates owning in excess of forty-nine percent (10049%) of (1) the direct limited partnership ownership interests in Borrower or Borrower Principal, Borrower shall, prior to such transfer, and (2) in addition to any other requirement for Lender consent contained herein, deliver a revised substantive non-consolidation opinion to Lender reflecting such transfer, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the direct equity interests in the SPE Component EntityRating Agencies.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderbe deemed a “Permitted Transfer” hereunder: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person Party; or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following the Sale or Pledge, in one or a series of transactions, of all or a portion of the indirect legal or beneficial interests in Mortgage Loan Borrower or Maryland Owner, Borrower, any Senior Mezzanine Borrower or any other Restricted Party, provided, that (A) after giving effect to such TransferSale or Pledge, a Guarantor (1) Sponsor (individually or in the aggregate) shall continue to own not less than fifty-one percent (51%) of the direct or indirect equity ultimate economic and beneficial interests inin PIMHH, and to Control, directly or indirectly, PIMHH, and PIMHH shall continue to own not less than 100% of the ultimate economic and beneficial interests in each Borrower and any Party, Other Mezzanine Borrower, Other SPE Component Entity, (iii) following such Transferand PIM TRS and to Control, directly or indirectly, each Borrower and any Party, Other Mezzanine Borrower, Other SPE Component Entity Entity, and PIM TRS, (2) Sponsor’s direct and indirect interests in each Borrower Party, Other Mezzanine Borrower, Other SPE Component Entity, PIMHH and PIM TRS shall be unencumbered other than by the security interests granted to each Mezzanine Lender under the applicable Mezzanine Loan Documents, (3) no such Sale or Pledge shall be a Sale or Pledge of any direct ownership interest in any Borrower Party, Other Mezzanine Borrower or Other SPE Component Entity, and (4) to the extent Pru Sponsor’s ownership of economic and beneficial interests is included in meeting the condition of clause (A)(1) above, PIM, Pru Financial or an Affiliate of PIM or Pru Financial shall continue to satisfy Control Pru Sponsor (the requirements satisfaction of Section 6.1 hereofeach condition in clauses (A)(1) through (A)(4), the “Sponsor Ownership and Control Condition”); (ivB) as after giving effect to such Sale or Pledge, each Individual Property shall continue to be managed by a condition Qualified Manager; (C) prior to any such Sale or Pledge, Lender shall receive evidence that the single purpose bankruptcy remote nature of each such TransferSignificant Party is in accordance with the standards of the Rating Agencies (provided that, (A) except with respect to clause any CIGNA Mortgage Loan Borrower, prior to any Permitted CIGNA Mortgage Loan Refinancing, such CIGNA Mortgage Loan Borrower shall continue to be in accordance with such standards to the extent, and only to the extent, the same is in accordance therewith as of the Closing Date) and, without limitation, Lender may require in connection therewith, in Lender’s reasonable discretion, a revised substantive non-consolidation opinion letter reflecting the applicable Sale or Pledge, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies; (aD) and no Default or Event of Default shall exist at the time of such Sale or Pledge; (d), E) Lender shall receive not less than thirty (30) days (fifteen (15) days if the notice is given prior to a Securitization) prior written notice of such proposed TransferSale or Pledge pursuant to clause (ii) above; (F) except where such Sale or Pledge is to a Qualified Transferee, (B) Borrower the transferee or pledge, as the case may be, shall continue be subject to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request prior written approval of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), ; (CG) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost or cause to be delivered, evidence to Lender that such Sale or Pledge does not violate the terms of the applicable Ground Lease, if any, Management Agreement or the applicable Franchise Agreement, if any, as the case may be; and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal H) Borrower shall deliver and watch list) the results of which shall be certify to Lender an organizational chart in form reasonably acceptable to Lender with respect to such transferee; accurately depicting the direct and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect owners of the equity interests in each Borrower Party and Borrower Principal, and such other Persons as Lender may reasonably require, following such Sale or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityPledge.

Permitted Transfers. Notwithstanding anything contained (i) a Lease entered into in accordance with the Loan Documents Documents, (ii) a Special Transfer in accordance with the requirements set forth in Section 5.16, (iii) a Permitted Encumbrance, (iv) provided that no Default or Event of Default shall then exist, a Transfer of an interest in Borrower other than the interests in Borrower held by Borrower Representative, or a Transfer of an interest in Borrower Representative to any Person, provided that (A) such Transfer shall not (x) cause the transferee (together with its Affiliates) to acquire Control of Borrower or Borrower Representative or to increase its direct or indirect interest in Borrower or in Borrower Representative to an amount which equals or exceeds forty-nine percent (49%) or (y) result in Borrower or Borrower Representative no longer being Controlled by Key Principal(s), (B) after giving effect to such Transfer, Key Principal(s) shall continue to own at least 25% 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 ten (10) days prior to the contrarydate of such Transfer, and (D) the following Transfers legal and financial structure of legal or beneficial equity interests Borrower and its members and the single purpose nature and bankruptcy remoteness of Borrower and its members after such Transfer, shall not be deemed to be a Prohibited Transfer satisfy Lender’s then current applicable underwriting criteria and shall not require the consent of Lender: requirements, (av) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individualany Key Principal’s direct or indirect interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse spouse, child, parent, grandparent, grandchild, niece, nephew, aunt or any lineal descendant uncle of such individualKey Principal, or to a trust for the benefit of any one such Key Principal or more for the benefit of the spouse, child, parent, grandparent, grandchild, niece, nephew, aunt or uncle of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) Key Principal so long as Key Principal remains in Control of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and manages the day-to-day operations of Borrower or (dvi) an Additional Permitted Transfer; provided, however, with a Transfer which would otherwise violate the provisions of clause (iv) hereof in respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control only but for Lender’s approval following the reasonable satisfaction of Borrower, Guarantor, any SPE Component Entity or any Affiliated Managerthe Transfer approval criteria set forth in Section 5.16 clauses (i), (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity), (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof), (iv) as a condition to each such Transferix), (A) except with respect to clause x), (axi) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%xii) (or ten percent (10%a “Controlling Interest Transfer”), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.

Permitted Transfers. (a) Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (ai) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (bii) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than any Borrower except in connection with the transfers described in clauses (iii), (iv) and Senior Mezzanine Borrower(v) below and the REIT OP Transfers (as defined below); (iii) the sale, pledge, transfer, conversion, issuance or redemption of publicly-traded securities in any publicly traded parent of any Borrower or of the securities issued by the REIT or the REIT OP (as defined below) provided the REIT controls the REIT OP, and the REIT is controlled by the holders of its publicly traded securities which are listed on the New York Stock Exchange or such other nationally recognized stock exchange; (div) an Additional Permitted Transferthe conversion of the REIT OP (as defined below) units into securities of the REIT; or (v) a buy out by Extra Space Storage LLC, a Delaware limited liability company (“ESS”) of any or all of the membership interests held by Xxxxx Xxxxxx and Xxxxxxx Xxxxxx in Extra Space V LLC, a Delaware limited liability company (“Extra Space V”) and/or a buy out by Extra Space V of any or all of the membership interests held by Equibase Mini Warehouse LLC, a Delaware limited liability company in Extra Space Properties Five LLC, a Delaware limited liability company (“Extra Space Five”) and the related assignment of Extra Space V’s membership interests in Extra Space Five to ESS (if such related assignment shall occur); provided, however, with respect to clauses except as otherwise specifically permitted in this Section 7.3 (aa)(iii), (b), (c), iv) and (d) above, (i) other than after an Advised Entity Transferv), no such Transfers transfers shall result in a change in Control in the Restricted Party or change in control of Borrowerthe Property or cause the transferee to own, Guarantortogether with its Affiliates, an aggregated interest in any Borrower or SPE Component Entity or any Affiliated Manager(if any), (ii) following such Transfer, a Guarantor shall own not less of greater than fiftyforty-one nine percent (5149%) of the ), whether such interest is direct or indirect equity interests inindirect, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfertransfer described in clauses (a)(i), (A) except with respect to clause (aii) and (d)v) above, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower transfer and Lender shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches be reimbursed for all expenses (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch listlegal fees) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in all transfers permitted under this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntitySection 7.3.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person direct member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoSPE Component Entity, provided so long as Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party Borrower or SPE Component Entity is promptly reconstituted, if applicable, following the death or incapacity of such personmember, partner or shareholder and there is no change in Control of such Borrower or SPE Component Entity as a result of such transfer; (b) Transfers (but not pledges) made in good faith transfers for estate planning purposes of an individual’s direct interests in any Restricted Party (other than a Borrower and Senior Mezzanine Borrower) or SPE Component Entity to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided so long as such Restricted Party Borrower or SPE Component Entity is reconstituted, if required, following such Transfertransfer and there is no change in Control of such Borrower or SPE Component Entity as a result of such transfer (notwithstanding the foregoing clauses (a) and (b), in the event there is a conflict between clauses (a) and (b) and clauses (e), (f), and (g) of this Section 7.3, the provisions set forth in Section 7.3(e), (f) and (g) shall prevail); or (c) the Transfer Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferParty; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control in the Restricted Party, or change in control of Borrower, Guarantor, any SPE Component Entity the Property or any Affiliated the Property to be managed by a Person who is not a Qualified Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfertransfers, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iviii) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer except with respect to subclause (a) above, and (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (Civ) to the extent any such transferee will shall own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transfereetransferee or (d) the sale or transfer of stock in SCI provided such stock is listed on a nationally recognized stock exchange; and (De) if such Transfer shall cause any transferee, together with its Affiliates, to acquire transfers of the direct or indirect equity interest in Borrower by and among SCI, SCOLP and their Affiliates, provided that no such transfers shall result in a change in Control of the Borrower or a change in control of the Property, (f) transfers of the limited partnership interests in SCOLP or reductions of SCI’s ownership interest in SCOLP, provided that after such transfer (or reduction of ownership interests in the case of SCI) SCI shall continue to Control SCOLP and own not less than twenty-five percent (25%) of the equity partnership interests in SCOLP, (g) the issuance of additional stock in, or redemption of stock in, SCI, the issuance of additional limited partnership interests in, or redemption of limited partnership interests in, SCOLP, and the issuance of additional ownership interests in, or the redemption of the ownership interests in, the Affiliates of SCI and SCOLP (other than Borrower or any and the SPE Component Entity aggregating to more than forty-nine percent (49%Entity, if any), and (h) in connection with a Partial Assumption pursuant to Section 7.6 hereof, any Sale or Pledge by the Transferee, and/or its constituent shareholders, partners, members or managers, of their respective membership, partnership, ownership or management interests, whether direct or indirect, in such Transferee or such constituent shareholders, partners, members or managers, as the case may be, to increase Borrower Principal or SCI and/or any Affiliate thereof. Notwithstanding the foregoing, any transfer that results in any Person and its equity interests Affiliates owning in Borrower or any SPE Component Entity from an amount that is less than excess of forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership ownership interests in Borrower and (2) the direct equity interests in the or SPE Component EntityEntity shall comply with the requirements of Section 7.4 hereof.

Permitted Transfers. Notwithstanding anything contained The Xxxx Stockholders may transfer the ------------------- shares of Common Stock beneficially owned by them to (i) their respective beneficiaries, spouses, parents or descendants or any executor, estate, trustee of the Xxxx Family Trust or the Xxxxx Xxxx Trust (as applicable), guardian, committee, trustee or other fiduciary acting as such on behalf or for the benefit of any such spouse, parent or descendant (the Xxxx Stockholders' "Family ------ Group") or (ii) any trust, corporation, partnership or limited liability ----- company, all of the beneficial interests in which shall be held, directly or indirectly, by the Loan Documents Xxxx Stockholders and/or one or more of the Family Group of the Xxxx Stockholders; provided, however, that during the period that any such -------- ------- trust, corporation, partnership or limited liability company holds any right, title or interest in any shares of Common Stock, no person other than the Xxxx Stockholders or the Family Group of the Xxxx Stockholders may be or become beneficiaries, stockholders or general partners or members thereof. No transfer pursuant to this Section 3.3 shall be valid unless the transferee agrees in writing (in form and substance reasonably satisfactory to the contraryParent and Vestar) to be bound by this Agreement as if the transferee were the transferring Stockholder. A transferee under Section 3.1, 3.2 or 3.3 is referred to as a "Permitted Transferee." Any Transfer by the following Transfers LLC of legal any or beneficial equity interests all -------------------- of the Allocated Shares of (a) Vestar to Vestar, to Vestar Capital Partners III, L.P. or to the partners or members of Vestar (including a distribution of such Securities to Vestar's partners or members upon a liquidation of Vestar or otherwise) shall not be deemed to be a Prohibited Transfer to Affiliates of Vestar for purposes of this Section 3 and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers Xxxx Stockholders to any Immediate Family Member of the Xxxx Stockholders or any other member of its Family Group shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything permitted under this Section 3.3 so long as the transferee agrees in writing (in form and substance reasonably satisfactory to the contrary contained in Parent and Vestar) to be bound by this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) Agreement as if the direct limited partnership interests in Borrower and (2) transferee were the direct equity interests in the SPE Component Entitytransferring Stockholder.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contraryprovisions of Section 7.2, the following Transfers of legal or beneficial equity interests transfers shall not be deemed to be a Prohibited Transfer and shall not require the consent of LenderTransfer: (a) a Transfer (but not the pledge) transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person member, partner or shareholder of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personParty; (b) Transfers (but not pledges) made the Sale or Pledge, in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or a series of transactions, of not more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; than forty-nine percent (c) the Transfer (but not the pledge49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity in the Restricted Party or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) change in control of the direct or indirect equity interests inProperty, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d)transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfertransfer; or (c) the sale, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request transfer or issuance of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests stock in Borrower immediately following Principal provided that such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange. Notwithstanding the foregoing, any transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) that results in any Person owning in excess of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount of the ownership interest in a Restricted Party shall comply with the requirements of Section 7.4 hereof. Additionally, after the expiration of the three (3) year period from the Closing Date, provided no Event of Default has occurred and is continuing (and provided that Lender is greater than forty-nine percent (49%not in the process of closing a securitization which includes this Loan or such other sale of the Loan), upon not less than thirty (30) days prior written notice to Lender and receipt of Lender’s prior written consent, the direct and/or indirect owners of Borrower (“Mezzanine Borrower”) may incur indebtedness (the “Mezzanine Loan”); provided (a) a Qualified Financial Institution (the “Mezzanine Lender”) originates and holds the Mezzanine Loan, (b) the Mezzanine Loan is secured by a pledge of the Mezzanine Borrower’s equity interests in Borrower, (c) such Mezzanine Lender enters into a subordination/intercreditor agreement with Lender which shall deliver a New Non-Consolidation Opinion addressing such Transfer or be in form and substance reasonably acceptable to Lender and the Rating Agencies, (d) all Mezzanine Loan documents shall be reasonably acceptable to Lender, (e) the saleaggregate principal amount of the Mezzanine Loan shall not exceed an amount which when combined with the outstanding principal balance of the Loan shall result in (i) a Loan to Value Ratio greater than seventy percent (70%) as determined by an appraiser reasonably acceptable to both Lender and Borrower, transfer or issuance and (ii) a Debt Service Coverage Ratio of shares of common stock in any Restricted Party not less than 1.35x (other than Borrower as to clauses (i) and Senior Mezzanine Borrower(ii) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lendereach are as determined by Lender based upon its standard underwriting criteria), (f) Borrower shall promptly deliver cause to be delivered to Lender an updated organizational chart reflecting each Transfer made pursuant written confirmation from the Rating Agencies that the Mezzanine Loan will not result in a downgrade, withdrawal or qualification of the actual, or if higher, then current ratings issued a connection with a Securitization, or if a Securitization has not occurred, any ratings to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender be assigned in connection with its review of any of a Securitization, (g) the foregoing Transfers Mezzanine Borrower shall be paid by structured into the organizational structure of Borrower whether or in a manner such as not any such Transfer is consummated. Notwithstanding anything to adversely affect the bankruptcy remote nature of Borrower and shall not be contrary to Rating Agency criteria, all in the reasonable opinion of Lender, and all organizational documents of Borrower shall be revised to the contrary contained in this Article 7, Senior reasonable satisfaction of Lender and (h) the Mezzanine Borrower must at and Borrower satisfy such other conditions as Lender shall determine in its reasonable discretion and/or deliver legal opinions (including, but not limited to, a revised substantive non-consolidation opinion), all times own one hundred percent (100%) of (1) which shall be in form, scope and substance reasonably acceptable in all respects to Lender and the direct limited partnership interests Rating Agencies as Lender shall determine in Borrower and (2) the direct equity interests in the SPE Component Entityits reasonable discretion based on then current market conditions.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents foregoing, the restrictions set forth herein shall not apply to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be Subject Securities by a Prohibited Transfer and shall not require the consent of LenderHolder: a. if such Holder is an individual (aA) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death for nominal consideration or as a result of the legal incapacity of a natural person gift to any member of such PersonHolder’s interest in a Restricted Party “immediate family” (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith defined for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to this Agreement as the spouse, parents, lineal descendants, the spouse or of any lineal descendant of such individualdescendant, and brothers and sisters) or to a trust for the benefit of such Holder or any one or more member of such individualHolder’s immediate family, spouse or lineal descendant(B) upon the death of such Holder pursuant to a will or other instrument taking effect upon the death of such Holder, provided or pursuant to the applicable laws of descent and distribution to such Restricted Party Holder’s estate, heirs or distributees; b. if the Holder is reconstituteda corporation, if requiredpartnership, following such Transfer; (c) the limited liability company or other entity, any Transfer (but not the pledge) to an Affiliate or an equity holder of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferHolder if such Transfer is not for value; provided, however, with respect to that in the case of any Transfer described in clauses (a), ) or (b), (c), and (d) above, it shall be a condition to the Transfer that (ix) other the transferee executes and delivers to Victory, not later than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following one business day prior to such Transfer, a Guarantor written agreement that is reasonably satisfactory in form and substance to Victory to be bound by all of the terms of this Agreement (any references to immediate family in the agreement executed by such transferee shall own expressly refer only to the immediate family of the Holder and not less than fifty-one to the immediate family of the transferee) and (y) if the Holder is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of the Subject Securities or any securities convertible into or exercisable or exchangeable for the Subject Securities, the Holder shall include a statement in such report to the effect that, in the case of any Transfer pursuant to (i) above, such Transfer is being made as a gift or by will or intestate succession or, in the case of any Transfer pursuant to (ii) above, such Transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the Holder and is not a Transfer for value. c. Transfers that occur following the date that Shareholder Approval has been obtained (the “Approval Date”), in an amount that does not exceed five percent (515%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, total Subject Securities received by such Holder in the transactions contemplated by the Transaction Agreement per calendar month (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy pro-rated in the requirements case of Section 6.1 partial calendar months). For purposes hereof, (iv) as a condition to each such Transfer“Affiliate” shall mean, (A) except with respect to clause any entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such entity. For purposes hereof, “control” (a) including the terms “controlled by” and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%“under common control with”), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender used with respect to such transferee; and (D) if such Transfer shall cause any transfereeentity or person, together with its Affiliatesmeans the possession, directly or indirectly, of the power to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) cause the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any direction of the foregoing Transfers shall be paid by Borrower management and policies of such entity or person, whether through the ownership of voting securities or not any such Transfer is consummatedotherwise. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity4.

Permitted Transfers. Notwithstanding anything contained in Subject to Section 14.1(2) above, a Member (the Loan Documents “Transferring Member”) may assign, pledge, hypothecate, sell, transfer and/or otherwise dispose of all or any part of such Transferring Member’s Company Interest to the contrary, any of the following Transfers of legal or beneficial equity interests shall not be deemed to be (each a Prohibited Transfer and shall not require “Permitted Assignee”) without the consent or other approval of Lenderany other Member or Manager: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such personanother Member; (b) Transfers the spouse, children or grandchildren of the Transferring Member or a Key Individual (but not pledgesa “Family Member”); (c) made in good faith for a trust, including the estate planning purposes of an individual’s the deceased Transferring Member or a Key Individual, a majority of whose beneficial interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust are held for the benefit of any one the Transferring Member, a Key Individual, or more of such individuala Family Member, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; a combination thereof (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine BorrowerLimited Liability Company Agreement Whale Holdings LLC “Family Trust”); and (d) an Additional Permitted Transfer; a beneficiary of a Family Trust, provided, however, with respect such beneficiary is a Key Individual or a Family Member. An assignment to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no a Permitted Assignee shall entitle such Transfers shall result in Permitted Assignee to be admitted to the Company as a change in Control Member without the consent or approval of Borrower, Guarantor, any SPE Component Entity Member or any Affiliated Manager, (ii) following such Transferprovided, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (orthat, if such transferee Permitted Assignee is not formedalready a Member, organized such Permitted Assignee agrees to and becomes bound by all the terms and conditions of this Agreement, as the same may be amended, prior to such admission to the Company. If such Permitted Assignee does not agree to and become bound by all the terms and conditions of this Agreement, as the same may be amended, an assignment to such Permitted Assignee shall only entitle the Permitted Assignee to the allocations and distributions to which the assigned Company Interest is entitled, but shall not otherwise allow such Permitted Assignee to be admitted to the Company as a Member or incorporated invote as a Member, even if such Permitted Assignee received a Participation Interest, or otherwise have or exercise any rights of a Member. Notwithstanding any provision of this Agreement to the contrary, Exhibit A shall be amended to reflect the transfer of a Company Interest to a Permitted Assignee, provided, that if such Permitted Assignee does not agree to and become bound by this Agreement, the fact that such Permitted Assignee is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which Member shall be reasonably acceptable to Lender with respect to stated on such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entity.revised Exhibit A.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrary, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 714, Senior Mezzanine Borrower must at each of the following (a "Permitted Transfer") shall not be deemed a Transfer under this Article 14, shall not require Landlord’s review, administrative fee (as provided in Section 14.4 above), or consent, and shall not trigger the Recapture Right or any Transfer Premium: (a) an assignment or other transfer of this Lease or subletting of all times own one hundred or a portion of the Premises to a Tenant Affiliate (as defined in this Section 14.5 below), provided that Tenant notifies Landlord of any such Transfer and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such Tenant Affiliate, (b) an assignment of this Lease to an entity which acquires all or a majority of the assets or interests (partnership, stock or other) of Tenant, (c) a transfer of stock or partnership or other interests in Tenant to an entity which acquires all or substantially all of such stock or interests in a bona fide M&A transaction, (d) an assignment of this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant, (e) a sale or other transfer of corporate shares of capital stock (or any member interest if Tenant is a limited liability company) in Tenant on a nationally-recognized stock exchange, or (f) transfers of shares of stock or membership interests in Tenant which result in a change of control of Tenant; and in each case other than clause (e) above, further provided that (i) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (ii) Landlord confirms that such assignee or subtenant does not violate Landlord's "know your customer" requirements. "Control," as used in this Section 14.5, shall mean the ownership, directly or indirectly, of greater than fifty percent (10050%) of (1) the direct limited partnership interests in Borrower and (2) voting securities of, or possession of the direct equity interests right to vote, in the SPE Component Entityordinary direction of its affairs, of greater than fifty percent (50%) of the voting interest in, an entity. The term "Tenant Affiliate" shall mean (i) any entity that is controlled by, controls or is under common control with, Tenant or (ii) any entity that merges with, is acquired by, or acquires Tenant through the purchase of stock or assets and where the net worth of the surviving entity as of the date such transaction is completed is not less than that of Tenant immediately prior to the transaction calculated under generally accepted accounting principles. A Tenant Permitted Transferee that is assigned Tenant's entire interest in this Lease in accordance with this Section 14.5 may be referred to herein as an "Affiliated Assignee." "Permitted Transferee" means any transferee or the resulting Tenant arising from or in connection with a Permitted Transfer. Any Affiliated Assignee in connection with a Permitted Transfer shall be deemed the original Tenant for all purposes of this Lease (including without limitation options to renew and terminate).

Permitted Transfers. Notwithstanding anything any provision contained in the Loan Documents ------------------- Section 14 to the contrary, Tenant shall have the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require right, without the consent of Lender: Landlord, upon ten (a10) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers days prior written notice to Lender Landlord, to engage in any of the following transactions (each a "Permitted Transfer") and to Transfer the Lease to any of the following entities (each, a "Permitted Transferee"): (i) a successor corporation related to Tenant by merger, consolidation, or non- bankruptcy-reorganization, (ii) a purchaser of at least ninety percent (90%) of Tenant's assets as soon as practicable thereafter an ongoing concern, or (iii) an "Affiliate" of Tenant. The provisions of Sections 14.2, 14.3 and that 14.7 shall not apply with respect to a Permitted Transfer, but any transfer pursuant to the provisions of this Section 14.9 shall be subject to all other terms and conditions of this Lease, including the provisions of this Section 14.9. Tenant shall remain liable under this Lease after any such Restricted Party is promptly reconstituted, if applicable, following transfer. For the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in this Article 14, the term "Affiliate" of Tenant shall mean and refer to any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse entity controlling, controlled by or any lineal descendant of such individualunder common control with Tenant or Tenant's parent, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower . "Control" as used herein shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and Senior Mezzanine Borrower)policies of such controlled entity; and the ownership, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty percent (d50%) an Additional of the voting interest in any entity. Notwithstanding Tenant's right to make a Permitted TransferTransfer pursuant to the provisions of this Section 14.9, Tenant may not, through use of its rights under this Article 14 in two or more transactions (whether separate transactions or steps or phases of a single transaction), at one time or over time, whether by first assigning this Lease to a subsidiary and then merging the subsidiary into another entity or selling the stock of the subsidiary or by other means, assign or sublease the Premises, or transfer control of Tenant, within ninety (90) days of such notice; provided, however, with respect that if Landlord in Landlord's reasonable judgment determines that such failure cannot or will not be cured by Tenant within such ninety (90) days, then such failure shall constitute an Event of Default immediately upon such notice to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityTenant.

Permitted Transfers. Notwithstanding anything to the ------------------- contrary contained in the Loan Documents this Agreement, but subject to the contrarySections 2.3 and 2.4, the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: at any time, (a) a Transfer (but each of Virgin and any Other Stockholder that is not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person may transfer all or a portion of such Person’s interest in a Restricted Party (other than Borrower its Shares to any of their Affiliates and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers each Stockholder that is a natural person may transfer all or a portion of his or her Shares to or among (but not pledgesi) made in good faith for estate planning purposes a member of an individual’s such Stockholder's immediate family, which shall include his or her spouse, siblings, children or grandchildren ("Family Members") or (ii) a trust, corporation, partnership or -------------- limited liability company, all of the beneficial interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse which shall be held by such Stockholder or any lineal descendant of such individual, or to a trust for the benefit of any one or more Family Members of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted TransferStockholder; provided, however, with respect to clauses (a)that during the period that any such trust, (b)corporation, (c)-------- ------- partnership or limited liability company holds any right, and (d) abovetitle or interest in any Shares, (i) no Person other than after an Advised Entity Transfersuch Stockholder or one or more Family Members of such Stockholder may be or become beneficiaries, no such Transfers shall result stockholders, limited or general partners or members thereof (the Persons referred to in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause preceding clauses (a) and (db) are each referred to hereinafter as a "Permitted --------- Transferee"), Lender shall receive not less than thirty (30) days prior written notice . A Permitted Transferee of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made Shares pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with 2.2 ---------- may transfer its review Shares pursuant to this Section 2.2 only to the transferor Stockholder or to a Person that is a Permitted Transferee of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummatedtransferor Stockholder. Notwithstanding anything to the contrary contained in this Article 7Agreement, Senior Mezzanine Borrower must at all times own one hundred percent (100%) if any Permitted Transferee of (1) a Stockholder to whom Shares have been transferred in accordance with this Section 2.2 ceases to be a Permitted Transferee of such Stockholder, then, prior to such event, such Stockholder may repurchase such Shares or, if such Stockholder does not wish to repurchase such Shares, then such Permitted Transferee shall offer such Shares to the direct limited partnership interests Company and the other Stockholders in Borrower and (2) the direct equity interests in the SPE Component Entityaccordance with Section 3.1.

Permitted Transfers. Notwithstanding anything contained Section 3.2(a), Section 3.2(b) and Section 3.2(c) shall not apply to any Transfer of shares of Class A Common Stock (including shares of Class A Common Stock received in exchange for Holdco Units and shares of Class B Common Stock pursuant to the Holdings LLC Agreement) by Xxxxx or a Management Stockholder (i) to its respective Permitted Transferee or (ii) if such shares of Class A Common Stock were received pursuant to an exchange contemplated by Section 9.9(b) or Section 9.9(g) of the Holdings LLC Agreement. Each Stockholder agrees that in the Loan Documents event that such Stockholder Transfers, directly or indirectly, any of its Common Stock to its Permitted Transferee, such Stockholder shall, as a condition to any such Transfer, require such transferee to enter into a Joinder Agreement in the contraryform attached hereto as Annex A to become party to this Agreement and, the following Transfers of legal or beneficial equity interests upon such entry, such transferee shall not be deemed to be an Investor, Xxxxx or Management Stockholder, as applicable, for all purposes herein. If any such transferee is an individual, is married and is either a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity resident of a natural person of state that grants a spouse community property rights or has a spouse to whom community property or similar rights would be available, such Person’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoStockholder shall, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect cause such transferee to clause (a) deliver to the Company and (d), Lender shall receive not less than thirty (30) the other Stockholders a duly executed copy of a Spousal Consent in the form attached hereto as Annex B. At least 15 days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Class A Common Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.33.2(f) (other than in the case of Transfers pursuant clauses (i)(A) or (i)(B) of the definition of “Permitted Transferee,” in which case as promptly as practicable following such Transfer), the transferor shall deliver a written notice to the Company, which notice shall disclose in reasonable detail the identity of such transferee(s). All out-of-pocket reasonable costs Notwithstanding the foregoing, no Stockholder hereto shall avoid the provisions of Section 3.2(a), Section 3.2(b) or Section 3.2(c) by (A) making one or more Transfers to one or more Permitted Transferees and expenses incurred by Lender then disposing of all or any portion of such party’s interest in connection with its review any such Permitted Transferee or (B) Transferring the securities of any entity holding (directly or indirectly) shares of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component EntityCommon Stock.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrarycontrary in this Lease (including, without limitation, this Article 11), the following Transfers of legal or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lenderpermitted without Landlord’s consent: (a) a any Transfer (but not the pledgeof publicly traded securities in Guarantor or any owner(s) by devise of direct or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest indirect interests in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled theretoGuarantor, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or Transfer to a trust for the benefit direct or indirect wholly-owned subsidiary of any one or more of such individualGuarantor (each, spouse or lineal descendantan “Affiliate Transfer”), provided such Restricted Party is reconstituted, if required, following such Transfer; (c) any merger, consolidation, reorganization or restructuring of Guarantor or any other Person owning a direct or indirect equity interest in Guarantor (each, a “Corporate Restructuring”), (d) any Transfer of the direct or indirect equity interests in the Guarantor in connection with, and as a part of, a transaction involving the Transfer of all or substantially all of the direct or indirect equity interests in Guarantor (but not each, a “Corporate Equity Sale”), and (e) any pledge by the pledgedirect or indirect shareholders, partners, members or beneficiaries (as the case may be) of the stock, partnership Tenant of their ownership interests or membership beneficial interests (as the case may be) in Tenant to a Restricted Party lender, or to an assignment of any such pledge, so long as no mortgage, deed of trust, or other charge encumbers the Resort Property or any part thereof (other than Borrower and Senior Mezzanine Borrowera “Corporate Pledge”); and (d) an Additional Permitted Transfer; , provided, however, with respect to clauses (a)that following the consummation of each and every Affiliate Transfer, Corporate Restructuring, Corporate Equity Sale and/or Corporate Pledge, (b)1) (A) a Person satisfying the Guarantor Requirement remains liable under the Guaranty or (B) simultaneously with the consummation of such transaction, a Person satisfying the Guarantor Requirement confirms, assumes and agrees to be liable for and bound by, all of Guarantor’s obligations under the Guaranty, (c)2) promptly after Tenant’s request, a Person satisfying the Guarantor Requirement confirms, assumes and agrees to be liable for and bound by, all of Guarantor’s obligations under the Guaranty, and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list3) the results of which Guarantor Requirement shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower and (2) the direct equity interests in the SPE Component Entityremain satisfied.

Permitted Transfers. Notwithstanding anything contained The restrictions on transfer set forth in Section 2(a) shall not apply to any Transfer of Common Stock (i) by an individual Management Stockholder to a wholly-owned company (an “Estate Company”), provided that (1) the Loan Documents relevant Management Stockholder manages such Estate Company and shall be its legal representative and executive officer, (2) the relevant Management Stockholder controls such Estate Company, and (3) the Estate Company does not contract or subscribe for any borrowing, loan, cash facility or advance of any kind except for shareholders’ advances that may be granted by the relevant Management Stockholder, and the Estate Company does not grant any security, or any right whatsoever over or relating to the contraryshares that it holds or its own security, (ii) to a trust or vehicle established solely for the following Transfers benefit of legal one or beneficial equity interests shall not be deemed to be a Prohibited Transfer and shall not require the consent of Lender: (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity more member of a natural person of such PersonManagement Stockholder’s interest in a Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges) made in good faith Family Group solely for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant“Trust”), provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Borrower and Senior Mezzanine Borrower); and (d) an Additional Permitted Transfer; provided, however, with respect to clauses (a), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is publicly traded and listed on the New York Stock Exchange or another nationally recognized publicly-traded stock exchange. Upon request from Lender, Borrower shall promptly deliver to Lender an updated organizational chart reflecting each Transfer made pursuant to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender in connection with its review of any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummated. Notwithstanding anything to the contrary contained in this Article 7, Senior Mezzanine Borrower must at all times own one hundred percent (100%) of (1) the direct limited partnership interests in Borrower relevant Management Stockholder and Trust shall be jointly and severally obligated with respect to all obligations under this Agreement, and (2) the direct equity interests relevant trustees of the Trust provide such evidence of identity as Sponsor may require for anti-money laundering purposes, (iii) in the SPE Component Entityevent of such Management Stockholder’s death, pursuant to will or applicable laws of descent or distribution, or (iv) to his or her legal guardian (in case of any mental incapacity); provided that the restrictions contained in this Agreement will continue to be applicable to such Common Stock after any Transfer pursuant to this Section 2(c). At least 15 days prior to the Transfer of Common Stock pursuant to this Section 2(c) (other than in the case of Transfers pursuant clause (iii) or (iv) above, in which case as promptly as practical following such Transfer), the transferee(s) will deliver a written notice to the Company, which notice shall disclose in reasonable detail the identity of such transferee(s), and such transferee shall agree to be bound by the terms of this Agreement applicable to the transferring Management Holder. Notwithstanding the foregoing, no Management Holder hereto shall avoid the provisions of Section 2(a) by (A) making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (B) Transferring the securities of any entity holding (directly or indirectly) Common Stock.

Permitted Transfers. Notwithstanding anything contained in the Loan Documents to the contrarycontrary herein, the following Transfers of legal or beneficial equity interests transfers and events (individually, a “Permitted Transfer” and collectively, the “Permitted Transfers”) shall not be deemed to be a Prohibited Transfer Transfers and shall not require the prior written consent of LenderAdministrative Agent: (a) a Transfer Sale or Pledge (but not the pledgea pledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party or as any member, partner or shareholder of a result Restricted Party, (b) 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 legal incapacity of a natural person of such Person’s interest ownership interests in a Restricted Party provided that such pledge is not (other than 1) a pledge of any direct interests in Borrower or Mezzanine A Borrower and Senior Mezzanine Borrower) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as practicable thereafter and that such Restricted Party is promptly reconstituted, if applicable, following the death or incapacity of such person; (b) Transfers (but not pledges2) made in good faith for estate planning purposes of an individual’s interests in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) to the spouse connection with a mezzanine loan or any lineal descendant of such individualdebt disguised as equity), or to a trust for the benefit of any in one or more a series of such individualtransactions, spouse or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party Party, (other than Borrower and Senior Mezzanine Borrower); and c) any issuance of “accommodation shares” by (dor any transfer of “accommodation shares” in) an Additional Permitted Transfer; providedany direct or indirect owner of Guarantor that has elected (or intends to elect) to be treated as a real estate investment trust (for purposes of this provision, however, with respect “accommodation shares” shall mean up to clauses $125,000 in preferred shares (aor such greater amount as hereinafter may be required under Section 856 of the IRS Code) issued by such direct or indirect owner of Guarantor to enable such direct or indirect owner of Guarantor to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code), (b), (c), and (d) above, (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Guarantor, any SPE Component Entity or any Affiliated Manager, (ii) following such Transfer, a Guarantor shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower and any SPE Component Entity, (iii) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a) and (d), Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 4.38, 5.18 and 5.23 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance), (C) to the extent any transferee will own twenty percent (20%) or more (or, if such transferee is not formed, organized or incorporated in, or is not a citizen of, the United States of America, ten percent (10%)) of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or ten percent (10%), as applicable) of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (including without limitation credit, judgment, lien, litigation, bankruptcy, criminal and watch list) the results of which shall be reasonably acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Borrower and Senior Mezzanine Borrower) that is a publicly traded and entity, provided such accommodation shares or shares of common stock, as applicable, are listed on the Toronto Stock Exchange, the New York Stock Exchange Exchange, or another nationally recognized publicly-traded stock exchange, (e) the pledge of any interest in Borrower in connection with the Mezzanine A Loan and the exercise of any rights or 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 remedies Mezzanine B Lender may have in connection with the Mezzanine B Loan, in each case in accordance with and subject to the terms of the Intercreditor Agreement, as applicable, or (f) 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 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 (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 transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required ten (10) days prior to the consummation of the applicable transfers made as a result of probate or similar process following such death (as opposed to prior notice of the applicable death)); (B) no such transfers shall result in a change in Control of Guarantor or 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 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 a Non-Consolidation Opinion was previously delivered, in the case of (1) the transfer of the management of the Property (or any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and conditions hereof, (2) the addition and/or replacement of a Guarantor 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, such transfers shall be, 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 equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Administrative Agent’s request, Borrower shall deliver to Administrative Agent an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) such transfers shall be permitted pursuant to the terms of the Property Documents; and (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, Administrative Agent shall have received “KYC” searches (in form, scope and substance and from a provider, in each case, determined by and reasonably acceptable to Administrative Agent). Upon request from LenderAdministrative Agent, Borrower shall promptly deliver to Lender an updated provide Administrative Agent with a revised version of the organizational chart reflecting each Transfer made pursuant delivered to this Section 7.3. All out-of-pocket reasonable costs and expenses incurred by Lender Administrative Agent in connection with its review of the Loan reflecting any of the foregoing Transfers shall be paid by Borrower whether or not any such Transfer is consummatedequity transfer consummated in accordance with this Section 6.3. Notwithstanding anything to the contrary contained in this Article 7Section 6.3, Senior Mezzanine Borrower must at all times own one hundred percent (100%) during the term of (1) the direct limited partnership interests 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 Administrative Agent and Lenders in Borrower and (2) the direct equity interests in the SPE Component Entityconnection with any transfer pursuant to this Section 6.3.