Common use of One-Time Permitted Transfer Clause in Contracts

One-Time Permitted Transfer. Notwithstanding the foregoing prohibitions of Section 8.1, during the period commencing on July 1, 2014, through and including July 1, 2025, Lender will permit a one-time transfer (the “Title Transfer”) of title to both Mortgaged Property A and Mortgaged Property B in a single transaction without modification of the terms of the Loan, to a proposed transferee (the “Proposed Transferee”), which benefit shall be personal to the named Borrower herein and shall not apply to any successor, assignee or transferee of Borrower, and shall be null and void upon any transfer of title to the Mortgaged Property, or any portion thereof, or upon any direct or indirect transfer of any ownership interest in Borrower or in any Upstream Owner (other than any such transfer permitted pursuant to Section 8.1), provided that all of the following terms and conditions have been fully satisfied: (a) At least thirty (30) days prior to such Title Transfer, Borrower shall have provided Lender with written notice of the proposed Title Transfer together with a non-refundable administrative processing fee in the amount of Ten Thousand Dollars ($10,000) (the “Processing Fee”) along with the name(s), address(es) and organizational documents of the Proposed Transferee and of the principals, Affiliates and parent or other majority owners, as applicable, of the Proposed Transferee. Upon receipt by Lender, the Processing Fee shall be deemed earned by Lender, whether or not Borrower completes the proposed Title Transfer and whether or not any proposed Title Transfer is actually approved by Lender pursuant to this Section 8.2. A separate Processing Fee shall be required for each request for a Title Transfer. Additionally, Borrower shall furnish to Lender along with such notice the following: (i) detailed and complete financial statements of the Proposed Transferee and of the principals, Affiliates and parent or other majority owners, as applicable, of the Proposed Transferee, (ii) information with respect to the business and business experience of the Proposed Transferee and its principals, Affiliates and parent or other majority owners, as applicable, and their experience in the ownership and operation of properties similar to the Mortgaged Property and other commercial real estate, (iii) evidence that the Mortgaged Property, as of the proposed date of transfer of title and thereafter, will be managed by a management company and under a management agreement meeting the requirements of Subsection 8.2(e) below, (iv) the terms and conditions of the proposed sale and a copy of the executed purchase and sale agreement (or the most recent draft, provided that the final executed purchase and sale agreement is provided to Lender as soon as it is finalized, (v) a description, including a chart, if appropriate, of the ownership structure of the Proposed Transferee and each of its principals, Affiliates and parent or other majority owners, as applicable, (vi) if available, the Proposed Transferee’s management plan for the Mortgaged Property, (vii) the status of the Proposed Transferee and, if the Proposed Transferee is a single asset entity, of its principals, parent or other majority owners, as a Qualified Real Estate Investor and (viii) such other information as Lender may reasonably request to permit Lender to determine the creditworthiness and management abilities of the Proposed Transferee and its principals, Affiliates and parent or other majority owners, as applicable; (b) The Loan must be current in all respects and no Event of Default under the Loan Documents shall have occurred and be continuing, nor any event shall have occurred and be continuing that, with the giving of notice or passage of time, or both, would result in an Event of Default, either as of the date the notice is given to Lender under Section 8.2(a) above, or thereafter through the date of transfer of title to the Mortgaged Property; (c) The Proposed Transferee, or, if the Proposed Transferee is a limited purpose entity, each of its principals, parent or other majority owners, as applicable, shall be a Qualified Real Estate Investor; (d) The Proposed Transferee may in no event be a tenant in common and in no event shall the Loan Documents permit a tenancy in common form of ownership of the Property, other than in accordance with the TIC Agreement. Borrower and each and every subsequent transferee Borrower shall covenant and agree that in no event will any of the Mortgaged Property be transferred to or held by any tenant in common while the Loan is still outstanding, other than in accordance with the TIC Agreement; (e) The Mortgaged Property must continue to be managed by a management company approved by Lender in its reasonable discretion under a written management agreement satisfactory to Lender in its reasonable discretion. The terms and provisions of any management agreement affecting the Mortgaged Property, including without limitation the right to receive any fees and payments there under, shall be expressly and unconditionally subordinate and inferior to the lien and the terms and provisions of the Loan Documents; (f) The Proposed Transferee shall expressly assume Borrower’s obligations under the Loan and the Loan Documents pursuant to a written agreement which is satisfactory to Lender in its reasonable discretion, subject to the nonrecourse provisions of the Loan Documents existing as of the date of the closing of the Title Transfer (the “Non-Recourse Carve Outs”). Additionally, at the time of the assumption of the Loan, the Proposed Transferee shall furnish to Lender an Environmental Indemnification Agreement satisfactory to Lender in its reasonable discretion (the “New Indemnity”), and a financially responsible Person and/or Persons approved by Lender shall deliver a Recourse Guaranty Agreement satisfactory to Lender in its reasonable discretion guaranteeing the Non-Recourse Carve Outs (the “New Recourse Guaranty”), and shall sign the New Indemnity along with the Proposed Transferee as an Indemnitor thereunder. It is understood and agreed that the New Recourse Guaranty and the New Indemnity shall be prepared on Lender’s then current forms, which may be different than the forms of Recourse Guaranty Agreement and Environmental Indemnification Agreement executed by Borrower and Indemnitor, as applicable, as a result of Lender’s updating Lender’s standard form of Environmental Indemnification Agreement and/or Recourse Guaranty Agreement, or with respect to the Environmental Indemnification Agreement, as a result of specific environmental conditions at the Mortgaged Property. Borrower and the Proposed Transferee and such other entities or persons as Lender shall require shall also deliver and, if applicable, execute (i) evidence of authority and entity existence, (ii) Uniform Commercial Code searches, (iii) Uniform Commercial Code financing statements, (iv) an endorsement to Lender’s title policy updating the effective date to the date of the transfer, showing the Proposed Transferee as the owner of the Mortgaged Property, showing no additional title exceptions, except as shall be approved by Lender and otherwise acceptable to Lender, (v) opinions of counsel acceptable to Lender in its reasonable discretion on such matters as Lender shall require, (vi) evidence of such insurance as shall be required by the Loan Documents and Lender and (vii) such other documents as Lender shall require in order to effectuate the transaction as contemplated by this Section 8.2. At the closing of any approved Title Transfer, the Proposed Transferee shall deposit with Lender sufficient funds to pay when due all real estate taxes, assessments and municipal charges, and to pay any ground rents, with respect to the Mortgaged Property. In addition, Lender may require the Proposed Transferee to establish with Lender at the time of closing of any approved Title Transfer, a reserve for future tenant improvements, leasing commissions and/or capital improvements. To the extent the Loan Documents require any other reserves or deposits the same shall be established by the Proposed Transferee prior to the date of closing of the proposed

One-Time Permitted Transfer. Notwithstanding the foregoing prohibitions of Section 8.1, during the period commencing on July December 1, 20142018, through and including July 1November 30, 20252024, Lender will permit a one-time transfer (the “Title Transfer”) of title to both the Mortgaged Property A and Mortgaged Property B in a single transaction without modification of the terms of the Loan, to a proposed transferee (the “Proposed Transferee”), which benefit shall be personal to the named Borrower herein and shall not apply to any successor, assignee or transferee of Borrower, and shall be null and void upon any transfer of title to the Mortgaged Property, or any portion thereof, or upon any direct or indirect transfer of any ownership interest in Borrower or in any Upstream Owner (other than any such transfer permitted pursuant to Section 8.1), provided that all of the following terms and conditions have been fully satisfied: (a) At least thirty (30) days prior to such Title Transfer, Borrower shall have provided Lender with written notice of the proposed Title Transfer together with a non-refundable administrative processing fee in the amount of Ten Thousand Dollars ($10,000) (the “Processing Fee”) along with the name(s), address(es) and organizational documents of the Proposed Transferee and of the principals, Affiliates and parent or other majority owners, as applicable, of the Proposed Transferee. Upon receipt by Lender, the Processing Fee shall be deemed earned by Lender, whether or not Borrower completes the proposed Title Transfer and whether or not any proposed Title Transfer is actually approved by Lender pursuant to this Section 8.2. A separate Processing Fee shall be required for each request for a Title Transfer. Additionally, Borrower shall furnish to Lender along with such notice the following: (i) detailed and complete financial statements of the Proposed Transferee and of the principals, Affiliates and parent or other majority owners, as applicable, of the Proposed Transferee, (ii) information with respect to the business and business experience of the Proposed Transferee and its principals, Affiliates and parent or other majority owners, as applicable, and their experience in the ownership and operation of properties similar to the Mortgaged Property and other commercial real estate, (iii) evidence that the Mortgaged Property, as of the proposed date of transfer of title and thereafter, will be managed by a management company and under a management agreement meeting the requirements of Subsection 8.2(e) below, (iv) the terms and conditions of the proposed sale and a copy of the executed purchase and sale agreement (or the most recent draft, provided that the final executed purchase and sale agreement is provided to Lender as soon as it is finalized), (v) a description, including a chart, if appropriate, of the ownership structure of the Proposed Transferee and each of its principals, Affiliates and parent or other majority owners, as applicable, (vi) if available, the Proposed Transferee’s management plan for the Mortgaged Property, (vii) the status of the Proposed Transferee and, if the Proposed Transferee is a single asset entity, of its principals, parent or other majority owners, as a Qualified Real Estate Investor and (viii) such other information as Lender may reasonably request to permit Lender to determine the creditworthiness and management abilities of the Proposed Transferee and its principals, Affiliates and parent or other majority owners, as applicable; (b) The Loan must be current in all respects and no Event of Default under the Loan Documents shall have occurred and be continuing, nor any event shall have occurred and be continuing that, with the giving of notice or passage of time, or both, would result in an Event of Default, either as of the date the notice is given to Lender under Section 8.2(a) above, or thereafter through the date of transfer of title to the Mortgaged Property; (c) The Proposed Transferee, or, if the Proposed Transferee is a limited purpose entity, each of its principals, parent or other majority owners, as applicable, shall be a Qualified Real Estate Investor; (d) The Proposed Transferee may in no event be a tenant in common and in no event shall the Loan Documents permit a tenancy in common form of ownership of the Property, other than in accordance with the TIC Agreement. Borrower and each and every subsequent transferee Borrower shall covenant and agree that in no event will any of the Mortgaged Property be transferred to or held by any tenant in common while the Loan is still outstanding, other than in accordance with the TIC Agreement; (e) The Mortgaged Property must continue to be managed by a management company approved by Lender in its reasonable discretion under a written management agreement satisfactory to Lender in its reasonable discretion. The terms and provisions of any management agreement affecting the Mortgaged Property, including without limitation the right to receive any fees and payments there under, shall be expressly and unconditionally subordinate and inferior to the lien and the terms and provisions of the Loan Documents; (f) The Proposed Transferee shall expressly assume Borrower’s obligations under the Loan and the Loan Documents pursuant to a written agreement which is satisfactory to Lender in its reasonable discretion, subject to the nonrecourse provisions of the Loan Documents existing as of the date of the closing of the Title Transfer (the “Non-Recourse Carve Outs”)) and subject to Lender’s right, in its sole and absolute discretion, to modify the insurance requirements set forth in this Agreement to conform to the insurance requirements set forth in Lender’s then standard form of Loan Agreement. Additionally, at the time of the assumption of the Loan, the Proposed Transferee shall furnish to Lender an Environmental Indemnification Agreement satisfactory to Lender in its reasonable discretion (the “New Indemnity”), and a financially responsible Person and/or Persons approved by Lender shall deliver a Recourse Guaranty Agreement satisfactory to Lender in its reasonable discretion guaranteeing the Non-Recourse Carve Outs (the “New Recourse Guaranty”), and shall sign the New Indemnity along with the Proposed Transferee as an Indemnitor thereunder. It is understood and agreed that the New Recourse Guaranty and the New Indemnity shall be prepared on Lender’s then current forms, which may be different than the forms of Recourse Guaranty Agreement and Environmental Indemnification Agreement executed by Borrower and Indemnitor, as applicable, as a result of Lender’s updating Lender’s standard form of Environmental Indemnification Agreement and/or Recourse Guaranty Agreement, or with respect to the Environmental Indemnification Agreement, as a result of specific environmental conditions at the Mortgaged Property. Borrower and the Proposed Transferee and such other entities or persons as Lender shall require shall also deliver and, if applicable, execute (i) evidence of authority and entity existence, (ii) Uniform Commercial Code searches, (iii) Uniform Commercial Code financing statements, (iv) an endorsement to Lender’s title policy updating the effective date to the date of the transfer, showing the Proposed Transferee as the owner of the Mortgaged Property, showing no additional title exceptions, except as shall be approved by Lender and otherwise acceptable to Lender, (v) opinions of counsel acceptable to Lender in its reasonable discretion on such matters as Lender shall require, (vi) evidence of such insurance as shall be required by the Loan Documents and Lender, including evidence of insurance as may be required by any modifications to the insurance requirements set forth in this Agreement as Lender may require as a condition to the assumption of Borrower’s obligations under the Loan and the Loan Documents by the Proposed Transferee, and (vii) such other documents as Lender shall require in order to effectuate the transaction as contemplated by this Section 8.2. At the closing of any approved Title Transfer, the Proposed Transferee shall deposit with Lender sufficient funds to pay when due all real estate taxes, assessments and municipal charges, and to pay any ground rents, with respect to the Mortgaged Property. In addition, Lender may require the Proposed Transferee to establish with Lender at the time of closing of any approved Title Transfer, a reserve for future tenant improvements, leasing commissions and/or capital improvements. To the extent the Loan Documents require any other reserves or deposits the same shall be established by the Proposed Transferee prior to the date of closing of the proposedproposed Title Transfer. The foregoing requirement for deposits and reserves shall be required notwithstanding that any of the foregoing may have been waived by Lender with respect to Borrower either in the Application, the Loan Documents or in any side letter or agreement executed by Lender; (g) At the closing of any approved Title Transfer, Borrower shall pay, or cause to be paid, to Lender a fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan in cash or certified funds (the “Transfer Fee”). The Transfer Fee is being paid in order to induce Lender to allow the Proposed Transferee to assume the obligations of Borrower under the Loan Documents and to release Borrower from liability thereunder for Borrower’s obligations, acts and omissions from and after the date of transfer in accordance with the provisions of this Section 8.2, provided that, in no event shall Borrower be released from any liability for acts or omissions occurring prior to the date of such Title Transfer, including, without limitation, acts or omissions leading to environmental contamination, whether known or unknown; (h) The Debt Yield, calculated as of the last day of the calendar month ending two (2) calendar months prior to the month in which the Title Transfer is anticipated to occur, based upon financial statements satisfactory to Lender in its reasonable discretion, shall be not less than ten percent (10%) (the “Transfer Debt Yield Requirement”); provided, however, if the Transfer Debt Yield Requirement will not be satisfied, Borrower may, at its option, repay the outstanding principal balance of the Loan by an amount necessary to achieve the Transfer Debt Yield Requirement. In connection with any request by Borrower for a Title Transfer pursuant to this Section 8.2, Borrower shall provide Lender with Borrower’s own proposed calculation of the Debt Yield, certified by an authorized officer or representative of Borrower, together with all relevant supporting detail required to calculate the same. Lender shall then perform Lender’s own independent calculation of Debt Yield, which shall be conclusive and binding on Borrower absent manifest error; (i) On the date of the closing of the Title Transfer, the Loan to Value Ratio shall not be more than sixty percent (60%), based on the acquisition price of the Mortgaged Property (the “Transfer Loan to Value Ratio Requirement”); provided, however, if the Transfer Loan to Value Ratio Requirement will not be satisfied, Borrower may, at its option, repay the outstanding principal balance of the Loan by an amount necessary to achieve the Transfer Loan to Value Ratio Requirement. (j) As of the date of the closing of such proposed Title Transfer, the Proposed Transferee shall provide evidence acceptable to Lender that its cash equity investment in the Mortgaged Property is unencumbered; (k) The proposed Title Transfer shall not cause a violation of any federal, state or local law, statute, rule, regulation or order governing the Mortgaged Property, Borrower or the Proposed Transferee or any of its or their principals, parent, or other owners; (l) The proposed Title Transfer shall not cause any breach or violation of any of the provisions contained in Section 6.11; and (m) Borrower shall pay all of Lender’s costs and expenses reasonably incurred in connection with the proposed Title Transfer whether or not such Title Transfer actually occurs including, without limitation, reasonable attorneys’ fees, recording and filing charges, title company charges and the cost of the endorsement to Lender’s title policy. Lender will not review or process Borrower’s request for approval of a proposed Title Transfer until such time as Lender has received all of the items, including the Processing Fee, required to be delivered to Lender pursuant to this Section 8.2. Notwithstanding the foregoing Subsections 8.2(h) and (i), if Borrower elects to repay the outstanding principal balance of the Loan pursuant to both Subsections 8.2(h) and (i), Borrower shall only be obligated to repay the outstanding principal balance of the Loan by the greater of the two amounts determined by Lender to be necessary to achieve the Transfer Debt Yield Requirement and the Transfer Loan to Value Ratio Requirement, respectively. Any such repayment of the outstanding principal balance of the Loan by Borrower shall be accompanied by the applicable Prepayment Premium, if any, due with respect to the principal amount of the Loan so repaid; provided, however, if the Title Transfer occurs prior to the Closed Prepayment Date, the Prepayment Premium shall be calculated as set forth in Subsection 2.5(b). In the event of such repayment, the monthly installments of interest or principal and interest, as applicable, due thereafter pursuant to Subsections 2.3(b) or 2.3(c), respectively, shall be calculated by Lender based on the Contract Rate and such reduced principal balance of the Loan.

One-Time Permitted Transfer. Notwithstanding the foregoing prohibitions of in Section 8.1, during the period commencing on July 1, 2014, through and including July 1, 2025, Lender will permit a one-time transfer (the “Title Transfer”) of title to both all but not part of the Mortgaged Property A and Mortgaged Property B in a single an arms-length transaction without modification of the terms of the Loan, to a proposed transferee (the “Proposed Transferee”)an independent third party, which benefit shall be personal to the named original Borrower herein on the Closing Date, and shall not apply to any other successor, assignee or transferee of Borrower, and shall be null and void upon any transfer of title to the Mortgaged Property, Property or any portion thereof, thereof or upon any direct or indirect transfer of any ownership interest in Borrower or in any Upstream Owner (other than any such transfer except for transfers that are permitted pursuant to Section 8.18.2), provided that all upon satisfaction of the following terms and conditions have been fully satisfiedconditions: (a) At least thirty (30) days prior to each such Title Transfertransfer, Borrower shall have provided Lender with written notice of the proposed Title Transfer transfer, together with a non-refundable administrative processing fee in the amount of Ten Thousand Dollars ($10,000) 10,000 (the “"Processing Fee”) "), along with the name(s), address(es) and and, to the extent available, organizational documents of the Proposed Transferee proposed transferee and of the sponsor, principals, Affiliates and parent or other majority owners, as applicable, of the Proposed Transfereeproposed transferee. Upon receipt by Lender, the Processing Fee shall be deemed earned by Lender, whether or not Borrower completes the proposed Title Transfer transfer and whether or not any proposed Title Transfer transfer is actually approved by Lender pursuant to this Section 8.28.3. A separate Processing Fee shall be required for each request for a Title Transfertransfer. Additionally, Borrower shall furnish to Lender along with such notice the following: : (i) detailed Detailed and complete financial statements of the Proposed Transferee proposed transferee and of the principals, Affiliates and parent or other majority owners, as applicable, of the Proposed Transferee, proposed transferee; (ii) information Information with respect to the business and business experience of the Proposed Transferee proposed transferee and its sponsors, principals, Affiliates and parent or other majority owners, as applicable, and including their experience in the ownership and operation of properties similar to the Mortgaged Property and other commercial real estate, ; (iii) evidence Evidence that the Mortgaged Property, as of the proposed date of transfer of title and thereafter, will be managed by a management company and under a management agreement meeting the requirements of Subsection 8.2(e) below, Section 5.2; (iv) the The terms and conditions of the proposed sale and a copy of the executed purchase and sale agreement (or provide the most recent draft, provided that draft and the final executed purchase and sale agreement is provided to Lender as soon as it is finalized, available); (v) a description, including a chart, if appropriate, of the An ownership structure of chart depicting the Proposed Transferee proposed transferee and each of its sponsors, principals, Affiliates and parent any owners of a ten percent (10%) or other majority ownersgreater interest in the proposed transferee, as applicable, ; (vi) if available, Evidence satisfactory to Lender in its reasonable discretion that either the Proposed Transferee’s management plan for the Mortgaged Property, (vii) the status of the Proposed Transferee andproposed transferee or, if the Proposed Transferee proposed transferee is a single asset special purpose entity, one of its direct or indirect sponsors, principals, parent or other another majority owners, as owner is a Qualified Real Estate Investor and Investor; and (viiivii) such Such other information as Lender may reasonably request to permit Lender to determine the creditworthiness creditworthiness, experience and management abilities of the Proposed Transferee and proposed transferee and/or its principals, Affiliates and Affiliates, parent or other majority owners, as applicable;. (b) The Loan must be current in all respects and no No monetary default or Event of Default under the Loan Documents shall have occurred and may be continuing, nor any event shall have occurred and be continuing that, with the giving of notice or passage of time, or both, would result in an Event of Defaultoutstanding, either as of the date the notice is given to Lender under Section 8.2(a8.3(a) above, or thereafter through the date of transfer of title to the Mortgaged Property;. (c) The Proposed Transferee, or, if the Proposed Transferee is a limited purpose entity, each of its principals, parent or other majority owners, as applicable, shall be a Qualified Real Estate Investor; (d) The Proposed Transferee proposed transferee may in no event be a tenant in common and in no event shall the Loan Documents permit a tenancy in common form of ownership of the Mortgaged Property, other than in accordance with the TIC Agreement. Borrower and each and every subsequent transferee Borrower shall covenant and agree that in no event will any of the Mortgaged Property be transferred to or held by any tenant in common while the Loan is still outstanding, other than in accordance with the TIC Agreement;. (ed) The Mortgaged Property must continue to be managed by a management company approved by Lender in its reasonable discretion under a written management agreement satisfactory to Lender in its reasonable discretion. The terms and provisions of any management agreement affecting the Mortgaged Property, including without limitation the right to receive any fees and payments there under, shall be expressly and unconditionally subordinate and inferior to the lien and the terms and provisions of the Loan Documents; (f) The Proposed Transferee proposed transferee shall expressly assume Borrower’s 's obligations under the Loan and the Loan Documents pursuant to arising from and after the date of such transfer in a written agreement writing which is reasonably satisfactory to Lender in its reasonable discretionLender, subject to the nonrecourse provisions of recourse limitations and non-recourse exceptions in the Loan Documents existing as of the date of the closing of the Title Transfer Documents. (the “Non-Recourse Carve Outs”). Additionally, at e) At the time of the assumption of the Loan, the Proposed Transferee proposed transferee shall furnish to Lender an Environmental Indemnification Agreement environmental indemnification agreement satisfactory to Lender in its reasonable discretion (the “New "Transfer Indemnity”), and a financially responsible Person and/or Persons approved by Lender shall deliver a Recourse Guaranty Agreement satisfactory to Lender in its reasonable discretion guaranteeing the Non-Recourse Carve Outs ") (the “New Recourse Guaranty”), and shall sign the New Indemnity along with the Proposed Transferee as an Indemnitor thereunder. It is understood and agreed that the New Recourse Guaranty and the New Indemnity shall be prepared on Lender’s then current forms, which form may be different than the forms of Recourse Guaranty Agreement and Environmental Indemnification Agreement from any form executed by Borrower and Indemnitor, as applicable, or Borrower's principals as a result of Lender’s 's updating Lender’s 's standard form of Environmental Indemnification Agreement and/or Recourse Guaranty Agreement, environmental indemnification agreement or with respect to the Environmental Indemnification Agreement, as a result of specific environmental conditions at the Mortgaged Property), executed by the proposed transferee and one or more financially responsible Persons approved by Lender in its reasonable discretion that will become an Indemnitor as of the date of the transfer (each such Person, a "Transfer Indemnitor"). Lender shall release the existing Borrower from liability under the Environmental Indemnification Agreement as and to the same extent that the proposed transferee and each Transfer Indemnitor assume all obligations and liability under the Environmental Indemnification Agreement delivered by Borrower on the Closing Date. (f) At the time of the assumption of the Loan, the proposed transferee shall furnish to Lender a recourse exceptions guaranty acceptable to Lender in its reasonable discretion (the "Transfer Guaranty"), executed by each Transfer Indemnitor. (g) Borrower and the Proposed Transferee proposed transferee and the proposed guarantor or indemnitor and such other entities principals, Affiliates and parent or persons other majority owners, as applicable, as Lender shall reasonably require shall also deliver and, if applicable, execute (i) evidence of authority and entity existence, (ii) Uniform Commercial Code searches, (iii) Uniform Commercial Code financing statements, (iv) an endorsement to Lender’s 's title insurance policy updating the effective date of said policy to the date of the transfer, showing the Proposed Transferee transferee as the owner of the Mortgaged Property, showing no additional title exceptions, except as shall be reasonably approved by Lender and otherwise reasonably acceptable to Lender, (v) opinions of counsel acceptable to Lender in its reasonable discretion on such matters as Lender shall reasonably require, (vi) evidence of such insurance as shall be required by the Loan Documents and Lender and (vii) such other documents as Lender shall require (in its reasonable discretion) in order to effectuate the transaction as contemplated by this Section 8.2. 8.3. (h) At the closing of any approved Title Transfertransfer, the Proposed Transferee proposed transferee shall deposit with Lender sufficient funds to pay when due all real estate taxes, assessments and municipal charges, and to pay any ground rents, with respect to the Mortgaged PropertyImpositions. In addition, Lender may require the Proposed Transferee proposed transferee to establish with Lender at the time of closing of any approved Title Transfer, transfer a reserve for future tenant improvements, leasing commissions and/or capital improvementsimprovements (but only to the extent such capital improvements are set forth in a current property condition report reasonably approved to Lender, which approval may, at Lender's option, be conditioned upon a peer review of such property condition report by a consultant acceptable to Lender conducted at Borrower's sole cost and expense). To the extent the Loan Documents require any other reserves or deposits the same shall be established by the Proposed Transferee proposed transferee prior to the date of closing of the proposedproposed transfer. The foregoing requirement for deposits and reserves shall be required notwithstanding that any of the foregoing may have been waived by Lender with respect to Borrower either in the Application, the Loan Documents or in any side letter or agreement executed by Lender. (i) At the closing of any approved transfer, Borrower or the transferee shall pay to Lender a fee in the amount of one percent (1.0%) of the then outstanding principal balance of the Loan in cash or certified funds in order to induce Lender to allow the proposed transferee to assume the obligations of Borrower under the Loan Documents and to release Borrower from liability thereunder for Borrower's obligations, acts and omissions arising from and after the date of transfer in accordance with these provisions, and Lender shall so release, in writing, Borrower from such liabilities, provided that, in no event shall Borrower be released from any liability for acts or omissions occurring prior to the date of transfer, including, without limitation, acts or omissions leading to environmental contamination, whether known or unknown. (j) At the time of the transfer, the Debt Yield shall be not less than seven percent (7.0%) (the "Transfer Debt Yield Requirement"), based on financial statements for the Mortgaged Property reasonably satisfactory to Lender for the 12 months following the transfer. (k) On the date of closing of the proposed transfer both (i) the Loan to Value Ratio shall be not more than fifty percent (50%) (the "Transfer LTV Requirement"); and (ii) the proposed transferee shall provide evidence acceptable to Lender that it has made a minimum fifty percent (50%) unencumbered cash equity investment in the Mortgaged Property. (l) The proposed transfer shall not cause a violation or a breach of any federal, state or local law, statute, rule, regulation or order governing the Mortgaged Property, Borrower or the proposed transferee or any of its or their principals, parent, or other owners, including the Anti-Money Laundering Laws. (m) The transferee shall have complied with all then current and customary "know your customer" requirements of the Lender Parties. (n) Borrower or the proposed transferee shall pay all of Lender's actual reasonable costs and expenses incurred in connection with the proposed transfer of the Mortgaged Property whether or not the transfer actually occurs including, without limitation, reasonable attorneys' fees, recording and filing charges, title company charges and the cost of the endorsement to Lender's title insurance policy. Borrower shall have the right, in connection with a proposed transfer under this Section 8.3, to make a partial prepayment of the Loan, so long as Borrower also pays any applicable Prepayment Fee or Closed Period Prepayment Fee, by an amount that would cause the Loan to satisfy the Transfer Debt Yield Requirement and the Transfer LTV Requirement. In the event of any such prepayment, the monthly Loan payment due hereunder shall be adjusted accordingly based upon the amount of principal prepaid and the interest rate in effect at the time of such prepayment. Lender will not review or process Borrower's request for approval of a proposed transfer of the Mortgaged Property until such time as Lender has received all of the items, including the Processing Fee, required to be delivered to Lender pursuant to this Section 8.3.

One-Time Permitted Transfer. Notwithstanding the foregoing prohibitions of Section 8.1, during the period commencing on July or after (but not prior to) March 1, 2014, through and including July 1, 20252013, Lender will permit a one-time transfer (the “Title Transfer”) of title to both the Mortgaged Property A and Mortgaged Property B in a single transaction without modification of the terms of the Loan (other than as needed for the assumption of the Loan, to a proposed transferee (the “Proposed Transferee”), which benefit shall be personal to the named Borrower herein and shall not apply to any successor, assignee or transferee of Borrower, and shall be null and void upon any transfer of title to the Mortgaged Property, or any portion thereof, or upon any direct or indirect transfer of any ownership interest in Borrower (except for transfers permitted under Sections 8.2, 8.4 or in any Upstream Owner (other than any such transfer permitted pursuant to Section 8.18.5), and provided that all of the following terms and conditions have been fully satisfied: (a) At least thirty (30) days prior to such Title Transfertransfer, Borrower shall have provided Lender with written notice of the proposed Title Transfer transfer together with a non-refundable administrative processing fee in the amount of Ten Thousand Dollars ($10,000) 10,000 (the “"Processing Fee”) "), along with the name(s), address(es) and organizational documents of the Proposed Transferee proposed transferee and of the principals, Affiliates and parent or other majority ownersproposed sponsor, as applicable, of the Proposed Transfereeproposed transferee. Upon receipt by Lender, the Processing Fee shall be deemed earned by Lender, whether or not Borrower completes the proposed Title Transfer transfer and whether or not any proposed Title Transfer transfer is actually approved by Lender pursuant to this Section 8.2Section. A separate Processing Fee shall be required for each request for a Title Transfertransfer. Additionally, Borrower shall furnish to Lender along with such notice the following: (i) detailed and complete financial statements of the Proposed Transferee proposed transferee and of the principals, Affiliates and parent or other majority ownersproposed sponsor, as applicable, of the Proposed Transfereeproposed transferee, (ii) information with respect to the business and business experience of the Proposed Transferee proposed transferee and its principals, Affiliates and parent or other majority ownersthe proposed sponsor, as applicable, of the proposed transferee and their experience in the ownership and operation of properties similar to the Mortgaged Property and other commercial real estate, (iii) evidence that the Mortgaged Property, as of the proposed date of transfer of title and thereafter, will be managed by a management company and under a management agreement meeting the requirements of Subsection 8.2(esubsection (e) below, (iv) the terms and conditions of the proposed sale and a copy of the executed purchase and sale agreement (or provide the most recent draft, provided that draft and the final executed purchase and sale agreement is provided to Lender as soon as it is finalized), (v) a description, including a chart, if appropriate, of the ownership structure of the Proposed Transferee proposed transferee and each of its principals, Affiliates affiliates and parent or other majority owners, the proposed sponsor, as applicable, (vi) if available, the Proposed Transferee’s management plan for the Mortgaged Property, (vii) the status of the Proposed Transferee andproposed transferee or, if the Proposed Transferee proposed transferee is a single asset special purpose entity, of its principals, parent or other majority ownersthe proposed sponsor, as a Qualified Real Estate Investor Investor, and (viiivii) such other information as Lender may reasonably request to permit Lender to determine the creditworthiness and management abilities of the Proposed Transferee proposed transferee and its principals, Affiliates and parent or other majority ownersthe proposed sponsor, as applicable;. (b) The Loan must be current in all respects and no Event of Default Borrower may not be in default under the Loan Documents shall have occurred and be continuing, nor any event shall have occurred and be continuing that, with the giving of notice or passage of time, or both, would result in an Event of DefaultDocuments, either as of the date the notice is given to Lender under Section 8.2(asubsection (a) above, or thereafter through the date of transfer of title to the Mortgaged Property;, nor may any event have occurred which, after notice or passage of time or both, would constitute an Event of Default under the Loan Documents. (c) The Proposed Transfereeproposed transferee, or, if the Proposed Transferee proposed transferee is a limited special purpose entity, each of its principals, parent or other majority ownersproposed sponsor, as applicable, shall be a Qualified Real Estate Investor;. (d) The Proposed Transferee proposed transferee may in no event be a tenant in common and in no event shall the Loan Documents permit a tenancy in common form of ownership of the Mortgaged Property, other than in accordance with the TIC Agreement. Borrower and each and every subsequent transferee Borrower shall covenant and agree that in no event will any of the Mortgaged Property be transferred to or held by any tenant in common while the Loan is still outstanding, other than in accordance with the TIC Agreement;. (e) The Mortgaged Property must continue to be managed by a management company approved by Lender in its reasonable discretion under a written management agreement satisfactory to Lender in its reasonable discretionLender. The terms and provisions of any management agreement affecting the Mortgaged Property, including without limitation the right to receive any fees and payments there underthereunder, shall be expressly and unconditionally subordinate and inferior to the lien and the terms and provisions of the Loan Documents;. (f) The Proposed Transferee proposed transferee shall expressly assume Borrower’s 's obligations under the Loan and the Loan Documents pursuant to in a written agreement writing which is reasonably satisfactory to Lender in its reasonable discretionLender, subject to the nonrecourse provisions of the Loan Documents existing as of the date of the closing of the Title Transfer (sale of the “Non-Recourse Carve Outs”)Mortgaged Property. Additionally, at the time of the assumption of the Loan, the Proposed Transferee proposed transferee shall furnish to Lender an Environmental Indemnification Agreement reasonably satisfactory to Lender in its reasonable discretion (the “New Indemnity”), and a financially responsible Person and/or Persons approved by Lender shall deliver a Recourse Guaranty Agreement satisfactory to Lender in its reasonable discretion guaranteeing the Non-Recourse Carve Outs (the “New Recourse Guaranty”), and shall sign the New Indemnity along with the Proposed Transferee as an Indemnitor thereunder. It is understood and agreed that the New Recourse Guaranty and the New Indemnity shall be prepared on Lender’s then current forms, which form may be different than the forms of Recourse Guaranty Agreement and Environmental Indemnification Agreement from any form executed by Borrower and Indemnitor, as applicable, as a result of Lender’s 's updating Lender’s 's standard form of Environmental Indemnification Agreement and/or Recourse Guaranty Agreement, or with respect to the Environmental Indemnification Agreement, as a result of specific environmental conditions at the Mortgaged Property) and, a recourse guaranty agreement reasonably satisfactory to Lender (concerning non-recourse carveouts) in substantially the same form as the Recourse Guaranty Agreement, each from financially responsible persons and/or entities approved by Lender. Borrower and the Proposed Transferee proposed transferee and such other entities or persons as Lender shall require shall also deliver and, if applicable, execute (i) evidence of authority and entity existence, (ii) Uniform Commercial Code searches, (iii) Uniform Commercial Code financing statements, (iv) an endorsement to Lender’s 's title policy updating the effective date to the date of the transfer, showing the Proposed Transferee transferee as the owner of the Mortgaged Property, showing no additional title exceptions, except as shall be approved by Lender and otherwise reasonably acceptable to Lender, (v) opinions of counsel acceptable to Lender in its reasonable discretion on such matters as Lender shall require, (vi) evidence of such insurance as shall be reasonably required by the Loan Documents and Lender and (vii) such other documents as Lender shall reasonably require in order to effectuate the transaction as contemplated by this Section 8.2Section. At the closing of any approved Title Transfertransfer, the Proposed Transferee proposed transferee shall deposit with Lender sufficient funds to pay when due all real estate taxes, assessments and municipal charges, and to pay any ground rents, with respect to the Mortgaged Property. In addition, Lender may require the Proposed Transferee to establish with Lender at the time of closing of any approved Title Transfer, a reserve for future tenant improvements, leasing commissions and/or capital improvements. To the extent the Loan Documents require any other reserves or deposits the same shall be established by the Proposed Transferee proposed transferee prior to the date of closing of the proposedproposed transfer. The foregoing requirement for deposits and reserves shall be required notwithstanding that any of the foregoing shall have been waived by Lender with respect to Borrower either in the Loan Documents or in any side letter or agreement executed by Lender. (g) At the closing of any approved transfer, Borrower shall pay to Lender a fee in the amount of 1% of the then outstanding principal balance of the Loan in cash or certified funds (the "Transfer Fee"). The Transfer Fee is being paid in order to induce Lender to allow the proposed transferee to assume the obligations of the Borrower under the Loan Documents and to release Borrower from liability thereunder for Borrower's obligations, acts and omissions from and after the date of transfer in accordance with these provisions, provided that, in no event shall Borrower be released from any liability for acts or omissions occurring prior to the date of transfer, including, without limitation, acts or omissions leading to environmental contamination, whether known or unknown. Lender agrees that, except for any out of pocket costs, expenses and fees provided for in Section 8.3(l), the Processing Fee and any applicable Prepayment Fee, Lender shall not charge Borrower any additional fees in connection with a transfer pursuant to this Section 8.3. (h) On the closing of any approved transfer, the Debt Yield is at least 10.5%. (i) On the date of closing of the proposed transfer, either (A) the unpaid principal balance of the Loan shall be not more than 65% of the appraised value of the Mortgaged Property based on Lender's own analysis and estimate; or (B) the new borrower/title holder shall provide evidence acceptable to Lender that it has made and maintains a minimum 35% cash equity investment in the Mortgaged Property. (j) The proposed transfer shall not cause a violation of any federal, state or local law, statute, rule, regulation or order governing the Mortgaged Property, Borrower or the proposed transferee or any of its or their principals, parent, or other owners. (k) The proposed transfer shall not cause any breach or violation of any of the terms of Section 6.11(a). (l) Borrower shall pay all costs and expenses incurred in connection with the proposed transfer of the Mortgaged Property whether or not the transfer actually occurs including, without limitation, reasonable attorneys' fees, recording and filing charges, title company charges and the cost of the endorsement to Lender's title policy. Lender will not review or process Borrower's request for approval of a proposed transfer of the Mortgaged Property until such time as Lender has received all of the items, including the Processing Fee, required to be delivered to Lender pursuant to this Section, provided that Lender will commence its review notwithstanding that certain of the items, such as final organizational documents or management agreements, that are not normally finalized at that stage of the transaction may not be available. Borrower shall have the right, in connection with a transfer under this Section 8.3, to pay down (or cause the proposed transferee of the Mortgaged Property to pay down) the principal balance of the Loan by an amount necessary so that the Debt Yield is equal to 10.5% and/or the Loan to Value Ratio is equal to 65%, as long as Borrower or said transferee also pays any applicable Prepayment Fee. In the event of such a pay down, and if, and only if, such pay down is made on or prior to March 1, 2018, the monthly Loan payment shall be adjusted accordingly based upon a new amortization schedule calculated using (i) the outstanding principal balance of the Loan as of the date of the closing of said transfer (i.e., giving effect to such pay down), (ii) the Contract Rate and (iii) a period equal to three hundred sixty (360) months less the number of months elapsed since the thirty-sixth (36th) month of the Loan term. In the event of such a pay down during the Extended Term, the constant principal portion of the monthly Loan payment due during the Extended Term (as provided in Section 2.3(e)) shall not be adjusted.