Common use of One-Time Transfer Clause in Contracts

One-Time Transfer. 8.5.1 . Notwithstanding the “due-on-sale” provisions of the Loan Documents to the contrary, Lender shall permit a one-time transfer of all, but not a portion of, the Portfolio provided that all of the following conditions are satisfied: (i) no Default or Event of Default exists; (ii) Borrowers have paid to Lender an assumption fee of one percent (1%) of the outstanding principal balance of the Secured Obligations; (iii) if the proposed transferee is a land trust, Lender has received a first-lien collateral assignment of all beneficial interest therein; (iv) Lender has received and has had a reasonable opportunity to review and approve all organizational documents (including, without limitation, certificates and articles of formation, partnership and operating agreements, by-laws, certificates of good standing and authorizing resolutions) and review all documents and agreements executed or to be executed in connection with the proposed transfer; (v) the non-economic terms (e.g., those terms other than interest rate, payment schedule, principal balance, and non-recourse nature (subject to exceptions thereto customarily included by Lender in loan documents)) of the Loan Documents have been modified as Lender may request in good faith; (vi) the proposed transferee has assumed all of the Borrowers’ obligations under the Loan Documents; (vii) Lender has received at least thirty (30) days’ prior written notice of the proposed transfer; (viii) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a net worth equal to or greater than the aggregate net worth of Borrowers as of the date hereof or otherwise satisfactory to Lender, and its general partners or managing members have a satisfactory history of owning, operating and managing property similar to the Properties; (ix) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a satisfactory credit history and professional reputation and character; (x) the Portfolio Debt Service Coverage Ratio is not less than 1.75:1.00, and Lender receives satisfactory evidence that such ratio will be maintained for the twelve (12) months immediately following the consummation of such transfer; (xi) the Portfolio Loan-to-Value Ratio, as determined by Lender pursuant to Appraisals delivered by Borrowers to Lender, and taking into account all obligations secured by liens on the Portfolio and the Cross-Collateralized Portfolio does not exceed fifty-five percent (55%); (xii) Borrowers pays all costs and expenses incurred by Lender in connection with such transfer, including, without limitation, all legal, processing, accounting, title insurance, and appraisal fees, whether or not such transfer is actually consummated; (xiii) at Lender’s option, Lender has received endorsements to its mortgagee’s title insurance policies at Borrowers’ expense, which endorsements re-date the date of such title insurance policies and state that the lien of each of the Mortgages remain a first and prior lien against the applicable portion of the Portfolio subject to no exceptions other than as approved by Lender; (xiv) principals of the proposed transferee acceptable to Lender in Lender’s sole discretion execute a guaranty agreement in the form of the Guaranty Agreement and an environmental indemnity agreement in the form of the Environmental Indemnity Agreement; (xv) Borrowers delivers to Lender such opinions of counsel and certifications of organizational documents as Lender may request in form and substance satisfactory to Lender (including, without limitation, existence and authority, and the due execution and enforceability of any and all Loan Documents as assumed by the proposed transferee and the enforceability of any and all documents executed by the proposed transferee and its principals in connection with such transfer); (xvi) the proposed transferee, any Person executing any Loan Documents in connection with the transfer, and their respective constituents comply with the requirements set forth in Section 4.26 and Section 4.27 hereof; (xvii) the documents providing for the transfer of the Portfolio to the proposed transferee, including without limitation, any tenancy-in-common agreements and any management or similar documents pursuant to which the tenancy-in-common is managed or controlled, if applicable, shall have been reasonably approved by Lender; (xviii) Borrowers deliver to Lender new or updated surveys confirming that there are no survey exceptions other than those set forth in the survey exceptions in such title insurance policies; and (xix) Cross-Collateralized Borrowers simultaneously transfer all, but not a portion, of the Cross-Collateralized Portfolio pursuant to and in accordance with Section 8.5 of the Cross-Collateralized Loan Agreement. Upon the satisfaction of the foregoing conditions and execution of assumption documents in form and substance satisfactory to Lender, Lender shall release Borrowers and Guarantor from liability under the Loan Documents except to the extent of any liability or obligation under the Loan Documents that arises or is based upon any event that occurs or any state of affairs that exists prior to or as of the date of consummation of the proposed transfer (including, without limitation, any liability arising under the Guaranty Agreement and any liability arising under the Environmental Indemnity Agreement).

One-Time Transfer. 8.5.1 . Notwithstanding the “due-on-sale” provisions of the Loan Documents to the contrarySection 5.01 above, Lender shall permit a one-time transfer of all, but not a portion of, the Portfolio provided that all of the following conditions are satisfied: and so long as (i) no Default or Event a transfer pursuant to this Section 5.02 shall not occur prior to the first day following the full release of Default exists; that certain Partial Recourse Guaranty of even date herewith from SCI in favor of Lender (the “Recourse Guaranty”), and (ii) Borrowers have paid there is no default under the Documents, Lender agrees, upon thirty (30) days’ prior written request, to consent to the original Borrower’s one transfer of the entire Property if: (a) the proposed transferee of the Property shall be a newly formed special purpose entity that meets the special purpose entity requirements set forth in Section 3.22 of this Instrument and that is wholly owned and controlled by a person which, in the judgment of Lender, has financial capability and Prudential Loan No. 706108495 Clarendon Center/Deed of Trust creditworthiness, reputation and experience in the ownership, operation, management, and leasing of similar properties, equal to or greater than that of Borrower’s principals; it being understood, without limiting the foregoing, that the proposed transferee shall not be acceptable if (i) upon assumption of the Loan, such transferee’s and/or its parent, affiliates’, and/or related entities’ credit obligations shall exceed Lender’s individual or related borrower limits as established by Lender from time to time in its sole discretion or (ii) the proposed transferee is related to Lender an assumption fee or advised by Lender or any affiliate of one Lender; (b) at the time of transfer the Loan to Value Ratio (defined below) does not exceed fifty five percent (155 %); (c) Borrower pays Lender a non-refundable servicing fee (as specified by Lender) at the time of the request and an additional fee equal to sixty-five hundredths percent (0.65%) of the outstanding principal balance of the Secured Obligations; (iii) if Loan at the proposed transferee is a land trusttime of the transfer, Lender has received a first-lien collateral assignment less the amount of all beneficial interest therein; (iv) Lender has received and has had a reasonable opportunity to review and approve all organizational documents (including, without limitation, certificates and articles of formation, partnership and operating agreements, by-laws, certificates of good standing and authorizing resolutions) and review all documents and agreements executed or to be executed in connection with the proposed transfer; (v) the non-economic terms refundable servicing fee paid to Lender; (e.g.d) at Lender’s option, those terms other than interest rate, payment schedule, principal balance, and non-recourse nature (subject Lender’s title policy is endorsed to exceptions thereto customarily included by Lender in loan documents)) verify the first priority of the Loan Documents have been modified as Lender may request in good faith; at Borrower’s expense; (vie) the proposed transferee has assumed all of the Borrowers’ obligations under the Loan Documents; (vii) Lender has received at least thirty (30) days’ prior written notice of the proposed transfer; (viii) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a net worth equal to or greater than the aggregate net worth of Borrowers as of the date hereof or otherwise satisfactory to Lender, and its general partners or managing members have a satisfactory history of owning, operating and managing property similar to the Properties; (ix) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a satisfactory credit history and professional reputation and character; (x) the Portfolio Debt Service Coverage Ratio (defined below) is not less than 1.75:1.00at least 1.75 to 1.00 for the preceding twelve (12) month period, and Lender receives satisfactory evidence that such ratio this Debt Service Coverage Ratio will be maintained for the next succeeding twelve (12) months immediately following the consummation of such transfer; months; (xif) the Portfolio Loan-to-Value Ratiotransferee expressly assumes all obligations under the Documents and executes any documents reasonably required by Lender, as determined by Lender pursuant to Appraisals delivered by Borrowers and all of these documents are satisfactory in form and substance to Lender, and taking into account a guarantor acceptable to Lender executes a guaranty and indemnities (pursuant to documents satisfactory in form and substance to Lender) with respect to all of the obligations secured by liens on contained in Paragraphs 8 and 9 of the Portfolio Note, Sections 3.11, 3.12, 8.04 and 8.05 of this Instrument, and the CrossEnvironmental Indemnity; (g) Lender reasonably approves the form and content of all transfer documents and the transferee’s organizational documents, and Lender is furnished with a certified copy of the recorded transfer documents; (h) the transferee complies with and delivers the ERISA certification required under Section 3.11 of this Instrument and the Environmental Indemnity of even date herewith; (i) Borrower shall provide a copy of (i) the purchase and sale agreement (and all amendments thereto) for the Property at the time of the transfer request or within five (5) days of execution, (ii) all amendments to the purchase and sale agreement after delivery of said agreement to Lender, and (iii) a fully-Collateralized Portfolio does executed closing statement upon closing of the transfer; (j) the transferee shall sign and deliver Lender’s current credit certification at the time of the request, which shall include a representation that the proposed transferee and all persons or entities holding any legal or beneficial interest whatsoever in the proposed transferee are not exceed fifty-five percent included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC Lists; and (55%); (xiik) Borrowers Borrower or the transferee pays all costs reasonable fees, costs, and expenses incurred by Lender in connection with such the proposed transfer, including, without limitation, all legal, processinglegal fees and Prudential Loan No. 706108495 Clarendon Center/Deed of Trust disbursements (for both outside counsel and Lender’s staff attorneys), accounting, title insurance, documentary stamps taxes, intangible taxes, mortgage taxes, recording fees, and appraisal fees, whether or not such the transfer is actually consummated; (xiii) at Lender’s option, Lender has received endorsements to its mortgagee’s title insurance policies at Borrowers’ expense, which endorsements re-date the date of such title insurance policies and state that the lien of each of the Mortgages remain a first and prior lien against the applicable portion of the Portfolio subject to no exceptions other than as approved by Lender; (xiv) principals of the proposed transferee acceptable to Lender in Lender’s sole discretion execute a guaranty agreement in the form of the Guaranty Agreement and an environmental indemnity agreement in the form of the Environmental Indemnity Agreement; (xv) Borrowers delivers to Lender such opinions of counsel and certifications of organizational documents as Lender may request in form and substance satisfactory to Lender (including, without limitation, existence and authority, and the due execution and enforceability of any and all Loan Documents as assumed by the proposed transferee and the enforceability of any and all documents executed by the proposed transferee and its principals in connection with such transfer); (xvi) the proposed transferee, any Person executing any Loan Documents in connection with the transfer, and their respective constituents comply with the requirements set forth in Section 4.26 and Section 4.27 hereof; (xvii) the documents providing for the transfer of the Portfolio to the proposed transferee, including without limitation, any tenancy-in-common agreements and any management or similar documents pursuant to which the tenancy-in-common is managed or controlled, if applicable, shall have been reasonably approved by Lender; (xviii) Borrowers deliver to Lender new or updated surveys confirming that there are no survey exceptions other than those set forth in the survey exceptions in such title insurance policies; and (xix) Cross-Collateralized Borrowers simultaneously transfer all, but not a portion, of the Cross-Collateralized Portfolio pursuant to and in accordance with Section 8.5 of the Cross-Collateralized Loan Agreement. Upon the satisfaction of the foregoing conditions and execution of assumption documents in form and substance satisfactory to Lender, Lender shall release Borrowers and Guarantor from liability under the Loan Documents except to the extent of any liability or obligation under the Loan Documents that arises or is based upon any event that occurs or any state of affairs that exists prior to or as of the date of consummation of the proposed transfer (including, without limitation, any liability arising under the Guaranty Agreement and any liability arising under the Environmental Indemnity Agreement).

One-Time Transfer. 8.5.1 . Notwithstanding the “due-on-sale” provisions of the Loan Documents anything to the contrarycontrary contained in this Instrument or the Documents, Lender shall permit a one-at any time transfer of allafter one (1) year from the date hereof, but not a portion of, the Portfolio provided that all of the following conditions are satisfied: (i) so long as there is no Default or Event of Default exists; under the Documents (ii) Borrowers have paid to Lender an assumption fee of one percent (1%) of the outstanding principal balance of the Secured Obligations; (iii) if the proposed transferee is a land trust, Lender has received a first-lien collateral assignment of all beneficial interest therein; (iv) Lender has received and has had a reasonable opportunity to review and approve all organizational documents (including, without limitation, certificates and articles of formation, partnership and operating agreements, by-laws, certificates of good standing and authorizing resolutions) and review all documents and agreements executed or to be executed in connection event which with the proposed transfer; (v) passage of time or the non-economic terms (e.g.giving of notice or both would be an Event of Default), those terms other than interest rateXxxxxx agrees, payment schedule, principal balance, and non-recourse nature (subject to exceptions thereto customarily included by Lender in loan documents)) of the Loan Documents have been modified as Lender may request in good faith; (vi) the proposed transferee has assumed all of the Borrowers’ obligations under the Loan Documents; (vii) Lender has received at least upon thirty (30) days’ prior written notice request, to consent to one (1) transfer of the proposed Property by the original Borrower only to a single entity (the “Third Party Single Entity”) that will own the Property following such transfer; , if: (viiia) The Third Party Single Entity (such entity shall sometimes be referred to herein as the proposed transferee and, if applicable, its general partners or managing members have“Proposed Transferee”) is a Person which, in the sole judgment of Lender exercised in good faithLender, (1) has a net worth equal to or greater than of at least $200,000,000, (2) has specific related commercial real estate experience and owns a minimum of two million (2,000,000) square feet of office space in the aggregate net worth of Borrowers as of United States (which may include the date hereof or otherwise satisfactory to LenderProperty), and its general partners or managing members have (3) is a satisfactory history Person that would be (and the principals of owning, operating and managing property similar to the Properties; (ix) the proposed transferee and, if applicable, its general partners or managing members havesuch entity would be), in the sole experience and judgment of Lender, an acceptable borrower under the Loan; provided that it is expressly understood, without limiting the foregoing, that the Proposed Transferee shall not be acceptable if (A) upon assumption of the Loan, such transferee’s, its affiliates’, or related entities’ credit obligations shall exceed Lender’s individual or related borrower limits as established by Lender exercised from time to time in good faithits sole discretion, a satisfactory credit history and professional reputation and character; or (xB) the Portfolio Debt Service Coverage Ratio Proposed Transferee is not less than 1.75:1.00, and related to Lender receives satisfactory evidence that such ratio will be maintained for the twelve (12) months immediately following the consummation of such transfer; (xi) the Portfolio Loan-to-Value Ratio, as determined or advised by Lender pursuant or any affiliate of Lender; provided, however, at any time with respect to Appraisals delivered a specific proposed sale by Borrowers Borrower of the Property, upon a written request from Borrower to LenderLender providing the necessary information regarding the proposed Third Party Single Entity and its affiliates and related entities, and taking into account all Lender shall notify Borrower if upon assumption of the Loan, such proposed Third Party Single Entity’s, its affiliates’ or related entities’ credit obligations secured by liens on will exceed Xxxxxx’s then-current individual or related borrower limits; (b) At the Portfolio and time of transfer, the Cross-Collateralized Portfolio Loan to Value Ratio does not exceed fifty-five percent (55%); (c) Borrower pays Lender a non-refundable servicing fee in the amount of $25,000 at the time of the request, together with an additional fee equal to one-half percent (0.50%) of the outstanding principal balance of the Loan at the time of the transfer, less the amount of the non-refundable servicing fee paid to Lender; (d) At Lender’s option, Xxxxxx’s title policy has been endorsed to verify the first priority lien of the Documents, at Borrower’s expense; (e) At the time of the transfer, the Debt Service Coverage Ratio is at least 2.00 to 1.00 for the immediately preceding twelve (12) month period, and Xxxxxx receives satisfactory evidence that such Debt Service Coverage Ratio will be maintained or exceeded for the next succeeding twelve (12) months; (f) The Proposed Transferee expressly assumes all obligations under the Documents and executes any documents reasonably required by Xxxxxx, and all of these documents are satisfactory in form and substance to Lender; (g) A guarantor, acceptable to Lender, executes a guaranty and indemnity (pursuant to documents satisfactory in form and substance to Lender) with respect to all of the ERISA, environmental and personal obligations of Borrower under the Documents, including, without limitation, those set forth in Sections 3.11, 3.12, 8.01, 8.02, 8.03, 8.04 and 8.05 hereof and those set forth in the Environmental Indemnity; (h) Lender reasonably approves the form and content of all transfer documents and Xxxxxx is furnished with a certified copy of the recorded transfer documents; (i) The Proposed Transferee complies with and delivers Lender’s standard ERISA certification and indemnification agreement; (j) Borrower provides a copy of (A) the purchase and sale agreement (and all amendments thereto) for the Property at the time of the transfer request or within five (5) days of execution, (B) all amendments to the purchase and sale agreement after delivery of said agreement to Lender, and (C) a fully-executed closing statement upon closing of the transfer; (k) The transferee shall sign and deliver Xxxxxx’s current credit certification at the time of the request, which shall include a representation that the Proposed Transferee and all Persons holding any legal or beneficial interest whatsoever in the Proposed Transferee are not included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in Executive Order 13224; and (xiil) Borrowers Borrower or the Proposed Transferee pays all costs reasonable fees, costs, and expenses incurred by Lender Xxxxxx in connection with such the proposed transfer, including, without limitation, all legal, processingreasonable legal (for both outside counsel and Xxxxxx’s staff attorneys), accounting, title insurance, documentary stamps taxes, intangible taxes, mortgage taxes, recording fees, and appraisal fees, whether or not such the transfer is actually consummated; (xiii) at Lender’s option, Lender has received endorsements to its mortgagee’s title insurance policies at Borrowers’ expense, which endorsements re-date the date of such title insurance policies and state that the lien of each of the Mortgages remain a first and prior lien against the applicable portion of the Portfolio subject to no exceptions other than as approved by Lender; (xiv) principals of the proposed transferee acceptable to Lender in Lender’s sole discretion execute a guaranty agreement in the form of the Guaranty Agreement and an environmental indemnity agreement in the form of the Environmental Indemnity Agreement; (xv) Borrowers delivers to Lender such opinions of counsel and certifications of organizational documents as Lender may request in form and substance satisfactory to Lender (including, without limitation, existence and authority, and the due execution and enforceability of any and all Loan Documents as assumed by the proposed transferee and the enforceability of any and all documents executed by the proposed transferee and its principals in connection with such transfer); (xvi) the proposed transferee, any Person executing any Loan Documents in connection with the transfer, and their respective constituents comply with the requirements set forth in Section 4.26 and Section 4.27 hereof; (xvii) the documents providing for the transfer of the Portfolio to the proposed transferee, including without limitation, any tenancy-in-common agreements and any management or similar documents pursuant to which the tenancy-in-common is managed or controlled, if applicable, shall have been reasonably approved by Lender; (xviii) Borrowers deliver to Lender new or updated surveys confirming that there are no survey exceptions other than those set forth in the survey exceptions in such title insurance policies; and (xix) Cross-Collateralized Borrowers simultaneously transfer all, but not a portion, of the Cross-Collateralized Portfolio pursuant to and in accordance with Section 8.5 of the Cross-Collateralized Loan Agreement. Upon the satisfaction of the foregoing conditions and execution of assumption documents in form and substance satisfactory to Lender, Lender shall release Borrowers and Guarantor from liability under the Loan Documents except to the extent of any liability or obligation under the Loan Documents that arises or is based upon any event that occurs or any state of affairs that exists prior to or as of the date of consummation of the proposed transfer (including, without limitation, any liability arising under the Guaranty Agreement and any liability arising under the Environmental Indemnity Agreement).

One-Time Transfer. 8.5.1 . Notwithstanding Section 2.1, and so long as there is no Event of Default or Potential Event of Default under the “dueLoan Documents, at any time following the first (1st) anniversary of the date of this Agreement, Lender agrees, upon thirty (30) days’ prior written request, to consent to one transfer of all of the Properties in the Security Pool (or all of the direct or indirect interests in each SPE Equity Owner and Borrower (other than the interests of any SPE Equity Owner in Borrower)) if: (a) the proposed transferee of the Properties is an unaffiliated third party which, in the sole and absolute judgment of Lender, has substantial financial capability and creditworthiness, reputation and experience in the ownership, operation, management, and leasing of similar properties; (b) following such transfer, the proposed transferee, such transferee’s affiliates’ or related entities’ credit obligations shall not exceed Lender’s individual or related borrower limits as established by Lender from time to time in its sole discretion; (c) the single purpose nature and bankruptcy remoteness of the transferee shall be reasonably satisfactory to Lender; (d) if necessary in Lender’s reasonable discretion, the proposed transferee enters into an asset management contract, for the Property with a Person (i) having experience in the ownership, operation, management and leasing of properties similar in character to the Property and (ii) satisfactory in all respect to Lender; (e) at the time of transfer, the Loan to Value Ratio (defined below) does not exceed sixty-on-sale” provisions five percent (65%); provided, however, that if the foregoing requirement is not satisfied and Borrowers may, through the prepayment of principal outstanding under the Loan (but only if such prepayment is otherwise permitted pursuant to the terms of each Note), satisfy such requirement, then Borrowers may pay down a portion of the outstanding principal balance of the Loan Documents which Lender determines is necessary to satisfy such requirement (and paying any Prepayment Premium applicable thereto); (f) Borrowers pay Lender a non-refundable servicing fee in the contrary, Lender shall permit a one-amount of $20,000 at the time transfer of all, but not a portion of, the Portfolio provided that all of the following conditions are satisfied: (i) no Default or Event of Default exists; (ii) Borrowers have paid request, and an additional fee equal to Lender an assumption fee one half of one percent (10.5%) of the outstanding principal balance of the Secured Obligations; (iii) if Loan at the proposed transferee is a land trusttime of the transfer, Lender has received a first-lien collateral assignment less the amount of all beneficial interest therein; (iv) Lender has received and has had a reasonable opportunity to review and approve all organizational documents (including, without limitation, certificates and articles of formation, partnership and operating agreements, by-laws, certificates of good standing and authorizing resolutions) and review all documents and agreements executed or to be executed in connection with the proposed transfer; (v) the non-economic terms refundable servicing fee previously paid to Lender; (e.g.g) at Lender’s option, those terms other than interest rate, payment schedule, principal balance, and non-recourse nature (subject Lender’s title policies are endorsed to exceptions thereto customarily included by Lender in loan documents)) verify the first priority of the Loan Documents have been modified as Lender may request in good faith; at Borrowers’ expense; (vih) the proposed transferee has assumed all of the Borrowers’ obligations under the Loan Documents; (vii) Lender has received at least thirty (30) days’ prior written notice of the proposed transfer; (viii) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a net worth equal to or greater than the aggregate net worth of Borrowers as of the date hereof or otherwise satisfactory to Lender, and its general partners or managing members have a satisfactory history of owning, operating and managing property similar to the Properties; (ix) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a satisfactory credit history and professional reputation and character; (x) the Portfolio Debt Service Coverage Ratio is not less than 1.75:1.00, and Lender receives satisfactory evidence that such ratio will be maintained (defined below) for the prior twelve (12) months immediately following is at least 1.30 to 1.00; provided, however, that if the consummation foregoing requirement is not satisfied and Borrowers may, through the prepayment of principal outstanding under the Loan (but only if such transfer; prepayment is otherwise permitted pursuant to the terms of each Note), satisfy such requirement, then Borrowers may pay down a portion of the outstanding principal balance of the Loan which Lender determines is necessary to satisfy such requirement (xiand paying any Prepayment Premium applicable thereto); (i) the Portfolio LoanDebt Service Coverage Ratio (as defined below, but based on NOI as projected by Lender for the next succeeding twelve (12) months) is at least 1.30 to 1.00; provided, however, that if the foregoing requirement is not satisfied and Borrowers may, through the prepayment of principal outstanding under the Loan (but only if such prepayment is otherwise permitted pursuant to the terms of each Note), satisfy such requirement, then Borrowers may pay down a portion of the outstanding principal balance of the Loan which Lender determines is necessary to satisfy such requirement (and paying any Prepayment Premium applicable thereto); (j) the proposed transferee, proposed guarantor and proposed indemnitor, expressly assume all obligations under the Loan Documents and all guarantees and indemnities arising from and after the date of the transfer and execute any documents reasonably required by Lender and any documents required by the Rating Agencies, and all of these documents are satisfactory in form and substance to Lender and satisfactory to the Rating Agencies; (k) Lender reasonably approves the form and content of all transfer documents, and Lender is furnished with a certified copy of the recorded transfer documents; (l) if required by Lender, after a Secondary Market Transaction, Lender shall have received a Rating Agency Confirmation with respect to such Transfer; (m) counsel to the proposed transferee and the proposed guarantors and indemnitors shall deliver to Lender and the Rating Agencies opinion letters in substantially the same form as those delivered in connection with the making of the Loan (including without limitation a non-consolidation opinion and REMIC opinion) relating to such transfer in form and substance reasonably satisfactory to Lender and satisfactory to the Rating Agencies; (n) the proposed transferee signs and delivers Lender’s then current credit certification, which shall include a representation that the transferee and all Persons holding any legal or beneficial interest whatsoever in such proposed transferee are not included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to-Value Ratio, or otherwise associated with any of the persons or entities referred to or described in Executive Order 13224 – Blocking Property and Prohibiting Transaction with Persons Who Commit, Threaten to Commit, or Support Terrorism, as determined by Lender pursuant to Appraisals amended; (o) the proposed transferee complies with and delivers the ERISA certification and indemnity agreement in the form delivered by original Borrowers in connection with the Loan (or, if the statements required by the certification are not true with respect to Lenderthe proposed transferee, Lender shall have received such evidence as it may require in its sole discretion to determine that the proposed transfer is not and taking into account all obligations secured by liens on would not render the Portfolio and the Cross-Collateralized Portfolio does not exceed fifty-five percent (55%Loan a prohibited transaction under ERISA); and (xiip) Borrowers pays or the proposed transferee pay all costs fees, costs, and expenses incurred by Lender in connection with such the proposed transfer, including, without limitation, all legal, processing, accountingreasonable legal (for both outside counsel and Lender’s staff attorneys) and accounting fees, title insuranceinsurance fees, Rating Agency fees and expenses, documentary stamps taxes, intangible taxes, mortgage taxes, recording and filing costs and fees, and reasonable appraisal fees, whether or not such the transfer is actually consummated; (xiii) at Lender’s option, Lender has received endorsements to its mortgagee’s title insurance policies at Borrowers’ expense, which endorsements re-date the date of such title insurance policies and state that the lien of each of the Mortgages remain a first and prior lien against the applicable portion of the Portfolio subject to no exceptions other than as approved by Lender; (xiv) principals of the proposed transferee acceptable to Lender in Lender’s sole discretion execute a guaranty agreement in the form of the Guaranty Agreement and an environmental indemnity agreement in the form of the Environmental Indemnity Agreement; (xv) Borrowers delivers to Lender such opinions of counsel and certifications of organizational documents as Lender may request in form and substance satisfactory to Lender (including, without limitation, existence and authority, and the due execution and enforceability of any and all Loan Documents as assumed by the proposed transferee and the enforceability of any and all documents executed by the proposed transferee and its principals in connection with such transfer); (xvi) the proposed transferee, any Person executing any Loan Documents in connection with the transfer, and their respective constituents comply with the requirements set forth in Section 4.26 and Section 4.27 hereof; (xvii) the documents providing for the transfer of the Portfolio to the proposed transferee, including without limitation, any tenancy-in-common agreements and any management or similar documents pursuant to which the tenancy-in-common is managed or controlled, if applicable, shall have been reasonably approved by Lender; (xviii) Borrowers deliver to Lender new or updated surveys confirming that there are no survey exceptions other than those set forth in the survey exceptions in such title insurance policies; and (xix) Cross-Collateralized Borrowers simultaneously transfer all, but not a portion, of the Cross-Collateralized Portfolio pursuant to and in accordance with Section 8.5 of the Cross-Collateralized Loan Agreement. Upon the satisfaction of the foregoing conditions and execution of assumption documents in form and substance satisfactory to Lender, Lender shall release Borrowers and Guarantor from liability under the Loan Documents except to the extent of any liability or obligation under the Loan Documents that arises or is based upon any event that occurs or any state of affairs that exists prior to or as of the date of consummation of the proposed transfer (including, without limitation, any liability arising under the Guaranty Agreement and any liability arising under the Environmental Indemnity Agreement).

One-Time Transfer. 8.5.1 . Notwithstanding the “due-on-sale” provisions of the Loan Documents to the contrary, Lender shall permit a one-time transfer of all, but not a portion of, the Portfolio provided that all of the following conditions are satisfied: (i) no Default or Event of Default exists; (ii) Borrowers have paid to Lender an assumption fee of one percent (1%) of the outstanding principal balance of the Secured Obligations; (iii) if the proposed transferee is a land trust, Lender has received a first-lien collateral assignment of all beneficial interest therein; (iv) Lender has received and has had a reasonable opportunity to review and approve all organizational documents (including, without limitation, certificates and articles of formation, partnership and operating agreements, by-laws, certificates of good standing and authorizing resolutions) and review all documents and agreements executed or to be executed in connection with the proposed transfer; (v) the non-economic terms (e.g., those terms other than interest rate, payment schedule, principal balance, and non-recourse nature (subject to exceptions thereto customarily included by Lender in loan documents)) of the Loan Documents have been modified as Lender may request in good faith; (vi) the proposed transferee has assumed all of the Borrowers’ obligations under the Loan Documents; (vii) Lender has received at least thirty (30) days’ prior written notice of the proposed transfer; (viii) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a net worth equal to or greater than the aggregate net worth of Borrowers as of the date hereof or otherwise satisfactory to Lender, and its general partners or managing members have a satisfactory history of owning, operating and managing property similar to the Properties; (ix) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a satisfactory credit history and professional reputation and character; (x) the Portfolio Debt Service Coverage Ratio is not less than 1.75:1.00, and Lender receives satisfactory evidence that such ratio will be maintained for the twelve (12) months immediately following the consummation of such transfer; (xi) the Portfolio Loan-to-Value Ratio, as determined by Lender pursuant to Appraisals delivered by Borrowers to Lender, and taking into account all obligations secured by liens on the Portfolio and the Cross-Collateralized Portfolio does not exceed fifty-five percent (55%); (xii) Borrowers pays all costs and expenses incurred by Lender in connection with such transfer, including, without limitation, all legal, processing, accounting, title insurance, and appraisal fees, whether or not such transfer is actually consummated; (xiii) at Lender’s option, Lender has received endorsements to its mortgagee’s title insurance policies at Borrowers’ expense, which endorsements re-date the date of such title insurance policies and state that the lien of each of the First Mortgages remain a first and prior lien, each of the Second Mortgages remain a second lien and each of the Third Mortgages remain a third lien against the applicable portion of the Portfolio subject to no exceptions other than as approved by Lender; (xiv) principals of the proposed transferee acceptable to Lender in Lender’s sole discretion execute a guaranty agreement in the form of the Guaranty Agreement and an environmental indemnity agreement in the form of the Environmental Indemnity Agreement; (xv) Borrowers delivers to Lender such opinions of counsel and certifications of organizational documents as Lender may request in form and substance satisfactory to Lender (including, without limitation, existence and authority, and the due execution and enforceability of any and all Loan Documents as assumed by the proposed transferee and the enforceability of any and all documents executed by the proposed transferee and its principals in connection with such transfer); (xvi) the proposed transferee, any Person executing any Loan Documents in connection with the transfer, and their respective constituents comply with the requirements set forth in Section 4.26 and Section 4.27 hereof; (xvii) the documents providing for the transfer of the Portfolio to the proposed transferee, including without limitation, any tenancy-in-common agreements and any management or similar documents pursuant to which the tenancy-in-common is managed or controlled, if applicable, shall have been reasonably approved by Lender; (xviii) Borrowers deliver to Lender new or updated surveys confirming that there are no survey exceptions other than those set forth in the survey exceptions in such title insurance policies; and (xix) Cross-Collateralized Borrowers simultaneously transfer all, but not a portion, of the Cross-Collateralized Portfolio pursuant to and in accordance with Section 8.5 of the Cross-Collateralized Loan Agreement. Upon the satisfaction of the foregoing conditions and execution of assumption documents in form and substance satisfactory to Lender, Lender shall release Borrowers and Guarantor from liability under the Loan Documents except to the extent of any liability or obligation under the Loan Documents that arises or is based upon any event that occurs or any state of affairs that exists prior to or as of the date of consummation of the proposed transfer (including, without limitation, any liability arising under the Guaranty Agreement and any liability arising under the Environmental Indemnity Agreement).

One-Time Transfer. 8.5.1 . Notwithstanding the “due-on-sale” provisions of the Loan Documents to the contrarySection 5.01 above, Lender shall permit a one-time transfer of all, but not a portion of, the Portfolio provided that all of the following conditions are satisfied: and so long as (i) no Default or Event a transfer pursuant to this Section 5.02 shall not occur prior to the first day following the full release of Default exists; that certain Partial Recourse Guaranty of even date herewith from SCI in favor of Xxxxxx (the “Recourse Guaranty”), and (ii) Borrowers have paid there is no default under the Documents, Xxxxxx agrees, upon thirty (30) days’ prior written request, to consent to the original Borrower’s one transfer of the entire Property if: (a) the proposed transferee of the Property shall be a newly formed special purpose entity that meets the special purpose entity requirements set forth in Section 3.22 of this Instrument and that is wholly owned and controlled by a person which, in the judgment of Xxxxxx, has financial capability and Prudential Loan No. 706108495 Clarendon Center/Deed of Trust creditworthiness, reputation and experience in the ownership, operation, management, and leasing of similar properties, equal to or greater than that of Borrower’s principals; it being understood, without limiting the foregoing, that the proposed transferee shall not be acceptable if (i) upon assumption of the Loan, such transferee’s and/or its parent, affiliates’, and/or related entities’ credit obligations shall exceed Lender’s individual or related borrower limits as established by Lender from time to time in its sole discretion or (ii) the proposed transferee is related to Lender an assumption fee or advised by Lender or any affiliate of one Lender; (b) at the time of transfer the Loan to Value Ratio (defined below) does not exceed fifty five percent (155 %); (c) Borrower pays Lender a non-refundable servicing fee (as specified by Xxxxxx) at the time of the request and an additional fee equal to sixty-five hundredths percent (0.65%) of the outstanding principal balance of the Secured Obligations; (iii) if Loan at the proposed transferee is a land trusttime of the transfer, Lender has received a first-lien collateral assignment less the amount of all beneficial interest therein; (iv) Lender has received and has had a reasonable opportunity to review and approve all organizational documents (including, without limitation, certificates and articles of formation, partnership and operating agreements, by-laws, certificates of good standing and authorizing resolutions) and review all documents and agreements executed or to be executed in connection with the proposed transfer; (v) the non-economic terms refundable servicing fee paid to Lender; (e.g.d) at Lender’s option, those terms other than interest rate, payment schedule, principal balance, and non-recourse nature (subject Xxxxxx’s title policy is endorsed to exceptions thereto customarily included by Lender in loan documents)) verify the first priority of the Loan Documents have been modified as Lender may request in good faith; at Xxxxxxxx’s expense; (vie) the proposed transferee has assumed all of the Borrowers’ obligations under the Loan Documents; (vii) Lender has received at least thirty (30) days’ prior written notice of the proposed transfer; (viii) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a net worth equal to or greater than the aggregate net worth of Borrowers as of the date hereof or otherwise satisfactory to Lender, and its general partners or managing members have a satisfactory history of owning, operating and managing property similar to the Properties; (ix) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a satisfactory credit history and professional reputation and character; (x) the Portfolio Debt Service Coverage Ratio (defined below) is not less than 1.75:1.00at least 1.75 to 1.00 for the preceding twelve (12) month period, and Lender Xxxxxx receives satisfactory evidence that such ratio this Debt Service Coverage Ratio will be maintained for the next succeeding twelve (12) months immediately following the consummation of such transfer; months; (xif) the Portfolio Loan-to-Value Ratiotransferee expressly assumes all obligations under the Documents and executes any documents reasonably required by Xxxxxx, as determined by Lender pursuant to Appraisals delivered by Borrowers and all of these documents are satisfactory in form and substance to Lender, and taking into account a guarantor acceptable to Lender executes a guaranty and indemnities (pursuant to documents satisfactory in form and substance to Lender) with respect to all of the obligations secured by liens on contained in Paragraphs 8 and 9 of the Portfolio Note, Sections 3.11, 3.12, 8.04 and 8.05 of this Instrument, and the CrossEnvironmental Indemnity; (g) Lender reasonably approves the form and content of all transfer documents and the transferee’s organizational documents, and Xxxxxx is furnished with a certified copy of the recorded transfer documents; (h) the transferee complies with and delivers the ERISA certification required under Section 3.11 of this Instrument and the Environmental Indemnity of even date herewith; (i) Borrower shall provide a copy of (i) the purchase and sale agreement (and all amendments thereto) for the Property at the time of the transfer request or within five (5) days of execution, (ii) all amendments to the purchase and sale agreement after delivery of said agreement to Lender, and (iii) a fully-Collateralized Portfolio does executed closing statement upon closing of the transfer; (j) the transferee shall sign and deliver Lender’s current credit certification at the time of the request, which shall include a representation that the proposed transferee and all persons or entities holding any legal or beneficial interest whatsoever in the proposed transferee are not exceed fifty-five percent included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC Lists; and (55%); (xiik) Borrowers Borrower or the transferee pays all costs reasonable fees, costs, and expenses incurred by Lender in connection with such the proposed transfer, including, without limitation, all legal, processinglegal fees and Prudential Loan No. 706108495 Clarendon Center/Deed of Trust disbursements (for both outside counsel and Xxxxxx’s staff attorneys), accounting, title insurance, documentary stamps taxes, intangible taxes, mortgage taxes, recording fees, and appraisal fees, whether or not such the transfer is actually consummated; (xiii) at Lender’s option, Lender has received endorsements to its mortgagee’s title insurance policies at Borrowers’ expense, which endorsements re-date the date of such title insurance policies and state that the lien of each of the Mortgages remain a first and prior lien against the applicable portion of the Portfolio subject to no exceptions other than as approved by Lender; (xiv) principals of the proposed transferee acceptable to Lender in Lender’s sole discretion execute a guaranty agreement in the form of the Guaranty Agreement and an environmental indemnity agreement in the form of the Environmental Indemnity Agreement; (xv) Borrowers delivers to Lender such opinions of counsel and certifications of organizational documents as Lender may request in form and substance satisfactory to Lender (including, without limitation, existence and authority, and the due execution and enforceability of any and all Loan Documents as assumed by the proposed transferee and the enforceability of any and all documents executed by the proposed transferee and its principals in connection with such transfer); (xvi) the proposed transferee, any Person executing any Loan Documents in connection with the transfer, and their respective constituents comply with the requirements set forth in Section 4.26 and Section 4.27 hereof; (xvii) the documents providing for the transfer of the Portfolio to the proposed transferee, including without limitation, any tenancy-in-common agreements and any management or similar documents pursuant to which the tenancy-in-common is managed or controlled, if applicable, shall have been reasonably approved by Lender; (xviii) Borrowers deliver to Lender new or updated surveys confirming that there are no survey exceptions other than those set forth in the survey exceptions in such title insurance policies; and (xix) Cross-Collateralized Borrowers simultaneously transfer all, but not a portion, of the Cross-Collateralized Portfolio pursuant to and in accordance with Section 8.5 of the Cross-Collateralized Loan Agreement. Upon the satisfaction of the foregoing conditions and execution of assumption documents in form and substance satisfactory to Lender, Lender shall release Borrowers and Guarantor from liability under the Loan Documents except to the extent of any liability or obligation under the Loan Documents that arises or is based upon any event that occurs or any state of affairs that exists prior to or as of the date of consummation of the proposed transfer (including, without limitation, any liability arising under the Guaranty Agreement and any liability arising under the Environmental Indemnity Agreement).