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<br />economic interest; a "Restricted Party" shall mean Borrower, any Guarantor, any Indemnitor, or any Affiliated Manager
<br />or any shareholder, partner, member or non- member manager, or any direct or indirect legal or beneficial owner of
<br />Borrower, any Guarantor, any Indemnitor, any Affiliated Manager or any non - member manager; and a "Sale" shall mean
<br />a voluntary or involuntary sale, conveyance, transfer or pledge of a legal or beneficial interest.
<br />Section 8.2. NO
<br />(a) Borrower shall not sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options
<br />with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law
<br />or otherwise, and whether or not for consideration or of record) the Property or any part thereof or any legal or beneficial
<br />interest therein (collectively a "Transfer "), other than pursuant to Leases of space in the Improvements to tenants in
<br />accordance with the provisions of Section 3.8, without the prior written consent of Lender.
<br />(b) A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower
<br />agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing
<br />all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment
<br />or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any
<br />Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation's stock
<br />or the creation or issuance of new stock in one or a series of transactions, by which such corporation's stock shall be
<br />vested in a party or parties who are not now shareholders; (iv) if a Restricted Party is a limited or general partnership or
<br />joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale
<br />or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest,
<br />or the Sale or Pledge of limited partnership .interests or the creation or issuance of new limited partnership interests in one
<br />or a series of transactions, by which such limited partnership interests shall be vested in a party or parties who are not now
<br />limited partner; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change,
<br />removal, resignation or addition of a managing member or non - member manager (or if no managing member, any
<br />member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any
<br />me-nber) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non - managing
<br />membership interests or the creation or issuance of new non - managing membership interests in one or a series of
<br />transactions, by which such non- managing membership interests shall be vested in a party or parties who are not now
<br />non - managing menbers; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or
<br />Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial
<br />interests in one or a series of transactions, by which such beneficial or legal interests shall be vested in a party or parties
<br />who are not now legal or beneficial owners; or (vii) the removal or the resignation of the managing agent (including,
<br />without limitation, in Affiliated Manager) other than in accordance with Section 3.17.
<br />Section 8.3. PERMITTED TRANSFERS. Notwithstanding the provisions of Sections 8.1 and 8.2, the following
<br />transfers shall not be deemed to be a Transfer: (a) a transfer by devise or descent or by operation of law upon the death of
<br />a member, partner or shareholder of a Restricted Party; and (b) the Sale or Pledge of stock or limited partnership or non -
<br />managing membership interests in a Restricted Party by which, in one or a series of transactions, in the aggregate, not
<br />more than forty -nine percent (49 %) of the stock, limited partnership interests or non - managing membership interests (as
<br />the case may be) in a Restricted Party, shall be vested in parties not now having an ownership interest; provided, however,
<br />no such transfer shall result in the change of voting control in the Restricted Party, and as a condition to each such
<br />transfer, Lender shall receive not less than ten (10) days prior written notice of such proposed transfer.
<br />Section 8.4 ASSIGN MENT/ASSUMPTION. Notwithstanding anything to the contrary contained in this Article
<br />8, and in addition to the transfers permitted hereunder, Lender may, in Lender's sole and absolute discretion, permit a sale,
<br />assignment, or other transfer of the Property, provided that: (i) Lender receives sixty (60) days prior written notice of the
<br />proposed transfer hereunder; (ii) no Event of Default has occurred and is continuing; and (iii) all underwriting
<br />requirements deemed necessary by Lender (in its sole and absolute discretion) are satisfied, including but not limited to
<br />the following:
<br />(a) Borrower shall pay any and all fees and out -of- pocket costs incurred in connection with the transfer of the
<br />Property (includin;�, without limitation, Lender's counsel fees and disbursements and all recording fees, title insurance
<br />premiums and mortgage and intangible taxes);
<br />(b) The proposed t.ransferce (the "Transferee ") or Transferee's principals must have demonstrated expertise in
<br />owning and operating properties similar in location, size and eration to th roperty, which expertise shall be
<br />determined by bender, in Lender's sole discretion;
<br />C12 ) a e
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