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"Person" proprietorship, partnership, joint venture, trust,
<br /> shall mean any individual, sole proprieto s p,
<br /> unincorporated organization, association, corporation, limited liability company, institution, entity, party
<br /> or government (whether national, federal, state, county, city, municipal or otherwise, including without
<br /> limitation,any instrumentality,division,agency,body or department thereof).
<br /> "Personal Property" shall mean all personal property, appliances, equipment, furniture, fixtures,
<br /> fittings, furnishings and landscaping now or hereafter attached to, located at, or placed in the
<br /> Improvements or on the Real Estate which will be owned or leased by Borrower or in which Borrower
<br /> will otherwise acquire an interest, including without limitation all personal property contemplated by the
<br /> Plans and Specifications to be incorporated into the Improvements or on the Real Estate. Personal
<br /> Property shall exclude the trade fixtures, inventory, equipment or removable property of any tenant of the
<br /> Project.
<br /> "Plans and Specifications" shall mean, collectively, the architectural and engineering plans and
<br /> specifications relating to the Improvements which shall include without limitation the graphic documents
<br /> showing the design, location and dimensions of the Improvements and the written documents designating
<br /> the materials, equipment, construction systems, standards and workmanship required in the construction
<br /> or rehabilitation and installation of the Improvements, all of which must be acceptable to MBI in its sole
<br /> and absolute discretion. Plans and Specifications shall include, without limitation, all architectural and
<br /> engineering plans and specifications relating to any tenant improvements to be incorporated into the
<br /> Improvements or on the Real Estate by Borrower pursuant to the terms of any current or future leases for
<br /> all or any portion of the Project.
<br /> "Prohibited Transfer" shall mean an occurrence of any of the following events without the prior
<br /> written approval of MBI being first obtained,whether such event is voluntary, involuntary or by operation
<br /> of law: (a) Borrower sells, conveys, transfers, assigns, changes the form of ownership, or disposes of the
<br /> Project, or any part thereof, or any interest therein (including without limitation any right to collect any
<br /> income therefrom), or agrees so to do; (b) Borrower further mortgages, encumbers, collaterally assigns,
<br /> pledges or grants a security interests in any portion of the direct or beneficial interest of Borrower in the
<br /> Project, or any part thereof, or any interest therein (including without limitation any right to collect any
<br /> income therefrom), or agrees so to do; or(c) any stock, partnership, membership or beneficial interest of
<br /> Borrower is sold, conveyed, transferred, collaterally assigned, pledged or encumbered (or a security
<br /> interest is granted therein), or there is an agreement so to do. Notwithstanding the foregoing or anything
<br /> contained herein or in the Loan Documents to the contrary, the following events (each such permitted
<br /> event is herein referred to as a "Limited Permitted Transfer") shall not be deemed to be Prohibited
<br /> Transfers and shall not require the consent of the MBI: (A)the removal, or withdrawal in lieu of removal,
<br /> and replacement of the General Partner with an Affiliate of the Limited Partner(the "Replacement GP"),
<br /> in accordance with the terms and provisions of the Partnership Agreement, provided the following
<br /> condition is satisfied prior to any such event: (i)the Replacement GP has executed and delivered to MBI a
<br /> collateral assignment of its general partner interest in form and substance substantially similar to the
<br /> Assignment of Partnership Interest, (B) the interest of the Limited Partner is transferred to an affiliate of
<br /> the Limited Partner(the "Affiliated Replacement ILP"), in accordance with the terms and provisions of
<br /> the Partnership Agreement and any amendment to the Partnership Agreement, provided that prior to any
<br /> such transfer the Affiliated Replacement ILP (i) has assumed in writing all of the Limited Partner's
<br /> obligations under the Partnership Agreement for any and all unpaid portions of Limited Partner's Equity
<br /> and MBI has been provided a copy of such written assumption, and (ii) the Limited Partner has certified
<br /> in writing to MBI that the Affiliated Replacement ILP has the funds necessary to pay any and all unpaid
<br /> portions of the Limited Partner's Equity, if any, pursuant to the terms and conditions of the Partnership
<br /> Agreement, and (C) the interests of the Limited Partner is transferred to anyone, including Affiliates of
<br /> the Limited Partner(the "Unrestricted Replacement ILP"), in accordance with the terms and provisions
<br /> of the Partnership Agreement and any amendment to the Partnership Agreement, provided that prior to
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