BLP PARTNERSHIP GROUND LEASE - Laserfiche WebLink

Any Transfer made in contravention of this Article 2 shall be void and shall be deemed to be a default under this Lease whether or not the Lessee knew of or participated in such Transfer. Section 2.9 Permitted Transfers. Notwithstanding other provisions of Article 2, the following Transfers shall be permitted and are hereby approved by the Lessor subject to satisfaction of the requirements of Section 2.10: (a) Any Transfer creating a lien or trust relationship pursuant to an Other Loan permitted pursuant to this Lease, the City Loan or the City HELP Loan. (b) Any Transfer directly resulting from the foreclosure of an Other Loan • Document, including the transfer in lieu of foreclosure to nominees of any Lender, or the granting of a deed in lieu of foreclosure of an Other Loan Document, including the transfer in lieu of foreclosure to the nominees of any Lender and any subsequent transfer, or as otherwise permitted under Article 4; (c) Any Transfer to a nonprofit public benefit corporation recognized by the Internal Revenue Service to be an exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, and controlled by BRIDGE Housing Corporation ( "BRIDGE "), subject to limited review by the Lessor to determine that such entity is a tax exempt organization, is controlled by BRIDGE, and has adequate assets to carry out its obligations under this Lease, and Lessor expressly covenants that such consent shall not be unreasonably or arbitrarily refused; (d) Any Transfer to a limited liability company or limited partnership, the managing member or partner of which is BRIDGE, or a nonprofit public benefit corporation controlled by BRIDGE, subject to limited review by the Lessor to determine that such entity is a tax exempt organization, is controlled by BRIDGE, and has adequate assets to carry out its obligations under this Lease, and Lessor expressly covenants that such consent shall not be unreasonably or arbitrarily refused. (e) A sublease or subleases of non - residential spaces in the Improvements. The Lessee shall not, without first obtaining the written consent of the Lessor, sublet the Improvements or any part of such Improvements, and Lessor expressly covenants that such consent shall not be unreasonably or arbitrarily refused. (f) A loan to refinance the financing identified in Exhibit B, including the certificate of participation financing and related credit enhancement. (g) Any other Transfer approved by the Lessor in writing. Section 2.10 Effectuation of Certain Permitted Transfers. No Transfer of this Lease permitted pursuant to Section 2.9 or Section 2.11 (other than a Transfer pursuant to Section 2.9(a), (b) or (e)), shall be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing reasonably satisfactory to the Lessor and in form recordable among the land records, shall expressly assume the obligations of the Lessee under this Lease and agree to be subject to the • 144 \105\153233.25 8