Common use of Certain Transfers Permitted Clause in Contracts

Certain Transfers Permitted. Notwithstanding Section 8.1.1 and subject in all events to compliance with Sections 8.2, 8.3, 8.4, 8.7, and 8.8, a Partner may Transfer all of its Interest as or allow the Transfer of ownership interests in such Partner, as follows, subject in each case to the provisions of the Senior Loan Documents that are applicable from time to time: (a) the Interest of TRT LLC may be sold, assigned or transferred in its entirety, directly or indirectly, (i) to Dividend Capital Total Realty Trust, (ii) to any Entity which may result from a reorganization, merger, consolidation or business combination by or with Dividend Capital Total Realty Trust or Dividend Capital Total Realty Operating Partnership LP (“DCTROP”), regardless of whether Dividend Capital Total Realty Trust or DCTROP is the surviving Entity, or to any Entity to which Dividend Capital Total Realty Trust or DCTROP is selling all or substantially all of its assets or (iii) to any Subsidiary of any permitted transferee under clause (i) or (ii) above; (b) the Interest of DCT LLC may be sold, assigned or transferred in its entirety, directly or indirectly, (i) to DCT, (ii) to any Entity which may result from a reorganization, merger, consolidation or business combination by or with DCT or Dividend Capital Operating Partnership, L.P (“DCOP”), regardless of whether DCOP or DCT is the surviving Entity, or to any Entity to which DCOP or DCT and its Affiliates are selling all or substantially all of their assets (iii) to any Subsidiary of any permitted transferee under clause (i) or (ii) above; (c) shares of DCT or Dividend Capital Total Realty Trust may be issued or sold to any investor and may be transferred and assigned, directly or indirectly, from one investor to another investor; and (d) limited partnership interests in DCOP or DCTROP may be issued or sold to any investor and may be transferred and assigned, directly or indirectly, from one investor to another investor so long as DCOP or DCTROP continues to be controlled by DCT or Dividend Capital Total Realty Trust; In addition, DCT LLC agrees to reasonably consider and grant approval to any TRT LLC request to effect a Transfer of TRT LLC’s Interest to one or more funds primarily for accredited investors sponsored by Dividend Capital Total Realty Trust or an Entity controlled by Dividend Capital Total Realty Trust or by senior management of Dividend Capital Total Realty Trust or principals or senior management of its advisor.

Certain Transfers Permitted. Notwithstanding Section 8.1.1 and subject in all events to compliance with Sections 8.2, 8.3, 8.4, 8.7, and 8.8, a Partner may Transfer all of its Interest as or allow the Transfer of ownership interests in such Partner, as follows, subject in each case to the provisions of the Senior Loan Documents that are applicable from time to time: (a) the Interest of TRT LLC may be sold, assigned or transferred in its entirety, directly or indirectly, (i) to Dividend Capital Total Realty Trust, (ii) to any Entity which may result from a reorganization, merger, consolidation or business combination by or with Dividend Capital Total Realty Trust or Dividend Capital Total Realty Operating Partnership LP (“"DCTROP”"), regardless of whether Dividend Capital Total Realty Trust or DCTROP is the surviving Entity, or to any Entity to which Dividend Capital Total Realty Trust or DCTROP is selling all or substantially all of its assets or (iii) to any Subsidiary of any permitted transferee under clause (i) or (ii) above; (b) the Interest of DCT LLC may be sold, assigned or transferred in its entirety, directly or indirectly, (i) to DCT, (ii) to any Entity which may result from a reorganization, merger, consolidation or business combination by or with DCT or Dividend Capital Operating Partnership, L.P (“DCOP”), regardless of whether DCOP or DCT is the surviving Entity, or to any Entity to which DCOP or DCT and its Affiliates are selling all or substantially all of their assets (iii) to any Subsidiary of any permitted transferee under clause (i) or (ii) above; (c) shares of DCT or Dividend Capital Total Realty Trust may be issued or sold to any investor and may be transferred and assigned, directly or indirectly, from one investor to another investor; and (d) limited partnership interests in DCOP or DCTROP may be issued or sold to any investor and may be transferred and assigned, directly or indirectly, from one investor to another investor so long as DCOP or DCTROP continues to be controlled by DCT or Dividend Capital Total Realty Trust; In addition, DCT LLC agrees to reasonably consider and grant approval to any TRT LLC request to effect a Transfer of TRT LLC’s 's Interest to one or more funds primarily for accredited investors sponsored by Dividend Capital Total Realty Trust or an Entity controlled by Dividend Capital Total Realty Trust or by senior management of Dividend Capital Total Realty Trust or principals or senior management of its advisor.