Common use of One-Time Transfer Clause in Contracts

One-Time Transfer. Notwithstanding anything to the contrary contained in this Instrument or the Documents, at any time after one (1) year from the date hereof, so long as there is no Event of Default under the Documents (or event which with the passage of time or the giving of notice or both would be an Event of Default), ▇▇▇▇▇▇ agrees, upon thirty (30) days’ prior written request, to consent to one (1) transfer of the Property by the original Borrower only to a single entity (the “Third Party Single Entity”) that will own the Property following such transfer, if: (a) The Third Party Single Entity (such entity shall sometimes be referred to herein as the “Proposed Transferee”) is a Person which, in the judgment of Lender, (1) has a net worth 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 United States (which may include the Property), and (3) is a Person that would be (and the principals of such entity would be), in the 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 from time to time in its sole discretion, or (B) the Proposed Transferee is related to Lender or advised by Lender or any affiliate of Lender; provided, however, at any time with respect to a specific proposed sale by Borrower of the Property, upon a written request from Borrower to Lender providing the necessary information regarding the proposed Third Party Single Entity and its affiliates and related entities, Lender shall notify Borrower if upon assumption of the Loan, such proposed Third Party Single Entity’s, its affiliates’ or related entities’ credit obligations will exceed ▇▇▇▇▇▇’s then-current individual or related borrower limits; (b) At the time of transfer, the 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, ▇▇▇▇▇▇’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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 (l) Borrower or the Proposed Transferee pays all reasonable fees, costs, and expenses incurred by ▇▇▇▇▇▇ in connection with the proposed transfer, including, without limitation, all reasonable legal (for both outside counsel and ▇▇▇▇▇▇’s staff attorneys), accounting, title insurance, documentary stamps taxes, intangible taxes, mortgage taxes, recording fees, and appraisal fees, whether or not the transfer is actually consummated.

One-Time Transfer. 8.5.1 . Notwithstanding anything the “due-on-sale” provisions of the Loan Documents to the contrary contained in this Instrument 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 the Documents, at any time after one (1) year from the date hereof, so long as there is no 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 Documents Loan Documents; (or event which with the passage of time or the giving of notice or both would be an Event of Default), ▇▇▇▇▇▇ agrees, upon vii) Lender has received at least thirty (30) days’ prior written request, to consent to one (1) transfer notice of the Property by proposed transfer; (viii) the original Borrower only to a single entity (the “Third Party Single Entity”) that will own the Property following such transferproposed transferee and, if: (a) The Third Party Single Entity (such entity shall sometimes be referred to herein as the “Proposed Transferee”) is a Person whichif applicable, its general partners or managing members have, in the sole judgment of LenderLender exercised in good faith, (1) has a net worth equal to or greater than the aggregate net worth of at least $200,000,000, (2) has specific related commercial real estate experience and owns a minimum Borrowers as of two million (2,000,000) square feet of office space in the United States (which may include the Property)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; (3ix) is a Person that would be (and the principals of such entity would be)proposed transferee and, if applicable, its general partners or managing members have, in the experience and 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, an acceptable borrower under and taking into account all obligations secured by liens on the Loan; provided that it is expressly understood, without limiting Portfolio and 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 from time to time in its sole discretion, or (B) the Proposed Transferee is related to Lender or advised by Lender or any affiliate of Lender; provided, however, at any time with respect to a specific proposed sale by Borrower of the Property, upon a written request from Borrower to Lender providing the necessary information regarding the proposed Third Party Single Entity and its affiliates and related entities, Lender shall notify Borrower if upon assumption of the Loan, such proposed Third Party Single Entity’s, its affiliates’ or related entities’ credit obligations will exceed ▇▇▇▇▇▇’s thenCross-current individual or related borrower limits; (b) At the time of transfer, the Loan to Value Ratio Collateralized Portfolio does not exceed fifty-five percent (55%); ; (cxii) 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, ▇▇▇▇▇▇’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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 (l) Borrower or the Proposed Transferee Borrowers pays all reasonable fees, costs, costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the proposed such transfer, including, without limitation, all reasonable legal (for both outside counsel and ▇▇▇▇▇▇’s staff attorneys)legal, processing, accounting, title insurance, documentary stamps taxes, intangible taxes, mortgage taxes, recording fees, and appraisal fees, whether or not the 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. Notwithstanding anything Section 5.01 above, and so long as (i) a transfer pursuant to this Section 5.02 shall not occur prior to the contrary contained first day following the full release of that certain Partial Recourse Guaranty of even date herewith from SCI in this Instrument or favor of Lender (the “Recourse Guaranty”), and (ii) there is no default under the Documents, at any time after one (1) year from the date hereof, so long as there is no Event of Default under the Documents (or event which with the passage of time or the giving of notice or both would be an Event of Default), ▇▇▇▇▇▇ Lender agrees, upon thirty (30) days’ prior written request, to consent to the original Borrower’s one (1) transfer of the entire Property by the original Borrower only to a single entity (the “Third Party Single Entity”) that will own the Property following such transfer, if: (a) The Third Party Single Entity (such the proposed transferee of the Property shall be a newly formed special purpose entity shall sometimes be referred to herein as that meets the “Proposed Transferee”) special purpose entity requirements set forth in Section 3.22 of this Instrument and that is wholly owned and controlled by a Person person which, in the judgment of Lender, (1) has a net worth financial capability and Prudential Loan No. 706108495 Clarendon Center/Deed of at least $200,000,000Trust creditworthiness, (2) has specific related commercial real estate reputation and experience and owns a minimum of two million (2,000,000) square feet of office space in the United States (which may include the Property)ownership, operation, management, and (3) is a Person leasing of similar properties, equal to or greater than that would be (and the principals of such entity would be), in the experience and judgment of Lender, an acceptable borrower under the LoanBorrower’s principals; provided that it is expressly being understood, without limiting the foregoing, that the Proposed Transferee proposed transferee shall not be acceptable if (Ai) upon assumption of the Loan, such transferee’s’s and/or its parent, its affiliates’, or 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, discretion or (Bii) the Proposed Transferee proposed transferee is related to Lender or advised by Lender or any affiliate of Lender; provided, however, at any time with respect to a specific proposed sale by Borrower of the Property, upon a written request from Borrower to Lender providing the necessary information regarding the proposed Third Party Single Entity and its affiliates and related entities, Lender shall notify Borrower if upon assumption of the Loan, such proposed Third Party Single Entity’s, its affiliates’ or related entities’ credit obligations will exceed ▇▇▇▇▇▇’s then-current individual or related borrower limits; (b) At at the time of transfer, transfer the Loan to Value Ratio (defined below) does not exceed fifty-fifty five percent (5555 %); (c) Borrower pays Lender a non-refundable servicing fee in the amount of $25,000 (as specified by Lender) at the time of the request, together with request and an additional fee equal to onesixty-half five hundredths percent (0.500.65%) 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 at Lender’s option, ▇▇▇▇▇▇Lender’s title policy has been is endorsed to verify the first priority lien of the Documents, Documents at Borrower’s expense; (e) At the time of the transfer, the Debt Service Coverage Ratio (defined below) is at least 2.00 1.75 to 1.00 for the immediately preceding twelve (12) month period, and ▇▇▇▇▇▇ Lender receives satisfactory evidence that such this Debt Service Coverage Ratio will be maintained or exceeded for the next succeeding twelve (12) months; (f) The Proposed Transferee the transferee expressly assumes all obligations under the Documents and executes any documents reasonably required by ▇▇▇▇▇▇Lender, and all of these documents are satisfactory in form and substance to Lender; (g) A guarantor, and a guarantor acceptable to Lender, Lender executes a guaranty and indemnity indemnities (pursuant to documents satisfactory in form and substance to Lender) with respect to all of the ERISAobligations contained in Paragraphs 8 and 9 of the Note, 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 of this Instrument, and those set forth in the Environmental Indemnity; (hg) 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; (ih) The Proposed Transferee the transferee complies with and delivers Lender’s standard the ERISA certification required under Section 3.11 of this Instrument and indemnification agreementthe Environmental Indemnity of even date herewith; (ji) Borrower provides shall provide a copy of (Ai) 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, (Bii) all amendments to the purchase and sale agreement after delivery of said agreement to Lender, and (Ciii) a fully-executed closing statement upon closing of the transfer; (kj) The 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 proposed transferee and all Persons persons or entities holding any legal or beneficial interest whatsoever in the Proposed Transferee 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 persons or entities referred to or described in Executive Order 13224the OFAC Lists; and (lk) Borrower or the Proposed Transferee transferee pays all reasonable fees, costs, and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the proposed transfer, including, without limitation, all reasonable legal 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 the transfer is actually consummated.

One-Time Transfer. Notwithstanding anything to the contrary contained in this Instrument or the DocumentsSection 2.1, at any time after one (1) year from the date hereof, and so long as there is no Event of Default or Potential Event of Default under the Documents Loan Documents, at any time following the first (or event which with 1st) anniversary of the passage date of time or the giving of notice or both would be an Event of Default)this Agreement, ▇▇▇▇▇▇ Lender agrees, upon thirty (30) days’ prior written request, to consent to one (1) transfer of all of the Property by Properties in the original Security Pool (or all of the direct or indirect interests in each SPE Equity Owner and Borrower only to a single entity (other than the “Third Party Single Entity”interests of any SPE Equity Owner in Borrower)) that will own the Property following such transfer, if: (a) The Third Party Single Entity (such entity shall sometimes be referred to herein as the “Proposed Transferee”) proposed transferee of the Properties is a Person an unaffiliated third party which, in the sole and absolute judgment of Lender, (1) has a net worth of at least $200,000,000substantial financial capability and creditworthiness, (2) has specific related commercial real estate reputation and experience and owns a minimum of two million (2,000,000) square feet of office space in the United States (which may include the Property)ownership, operation, management, and leasing of similar properties; (3b) is a Person that would be (and following such transfer, the principals of such entity would be), in the 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 Loanproposed transferee, such transferee’s, its ’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, or (B) the Proposed Transferee is related to Lender or advised by Lender or any affiliate of Lender; provided, however, at any time with respect to a specific proposed sale by Borrower of the Property, upon a written request from Borrower to Lender providing the necessary information regarding the proposed Third Party Single Entity and its affiliates and related entities, Lender shall notify Borrower if upon assumption of the Loan, such proposed Third Party Single Entity’s, its affiliates’ or related entities’ credit obligations will exceed ▇▇▇▇▇▇’s then-current individual or related borrower limits; (bc) At 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 fiftysixty-five percent (5565%); 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); (cf) Borrower pays Borrowers pay Lender a non-refundable servicing fee in the amount of $25,000 20,000 at the time of the request, together with and an additional fee equal to one-one half of one percent (0.500.5%) of the outstanding principal balance of the Loan at the time of the transfer, less the amount of the non-refundable servicing fee previously paid to Lender; (dg) At at Lender’s option, ▇▇▇▇▇▇Lender’s title policy has been policies are endorsed to verify the first priority lien of the Documents, Loan Documents at Borrower’s Borrowers’ expense; (eh) At the time of the transfer, the Debt Service Coverage Ratio is at least 2.00 to 1.00 (defined below) for the immediately preceding prior twelve (12) month periodmonths is at least 1.30 to 1.00; provided, however, that if the foregoing requirement is not satisfied and ▇▇▇▇▇▇ receives satisfactory evidence that 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); (i) the Debt Service Coverage Ratio will be maintained or exceeded (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); (fj) The Proposed Transferee the proposed transferee, proposed guarantor and proposed indemnitor, expressly assumes assume all obligations under the Loan Documents and executes 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 LenderLender and satisfactory to the Rating Agencies; (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; (hk) Lender reasonably approves the form and content of all transfer documents documents, and ▇▇▇▇▇▇ Lender is furnished with a certified copy of the recorded transfer documents; (il) The Proposed Transferee complies 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 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 ▇▇▇▇▇▇’s then current credit certification at the time of the requestcertification, which shall include a representation that the Proposed Transferee transferee and all Persons holding any legal or beneficial interest whatsoever in the Proposed Transferee 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, or otherwise associated with any of the Persons persons or entities referred to or described in Executive Order 1322413224 – Blocking Property and Prohibiting Transaction with Persons Who Commit, Threaten to Commit, or Support Terrorism, as 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 the 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 would not render the Loan a prohibited transaction under ERISA); and (lp) Borrower Borrowers or the Proposed Transferee pays proposed transferee pay all reasonable fees, costs, and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the proposed transfer, including, without limitation, all reasonable legal (for both outside counsel and ▇▇▇▇▇▇Lender’s staff attorneys), accounting) 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 the transfer is actually consummated.

One-Time Transfer. Notwithstanding anything to the contrary contained in this Instrument or the DocumentsSection 5.01 above, at any time after one (1) year from the date hereof, and so long as (i) a transfer pursuant to this Section 5.02 shall not occur prior to the first day following the full release of that certain Partial Recourse Guaranty of even date herewith from SCI in favor of ▇▇▇▇▇▇ (the “Recourse Guaranty”), and (ii) there is no Event of Default default under the Documents (or event which with the passage of time or the giving of notice or both would be an Event of Default)Documents, ▇▇▇▇▇▇ agrees, upon thirty (30) days’ prior written request, to consent to the original Borrower’s one (1) transfer of the entire Property by the original Borrower only to a single entity (the “Third Party Single Entity”) that will own the Property following such transfer, if: (a) The Third Party Single Entity (such the proposed transferee of the Property shall be a newly formed special purpose entity shall sometimes be referred to herein as that meets the “Proposed Transferee”) special purpose entity requirements set forth in Section 3.22 of this Instrument and that is wholly owned and controlled by a Person person which, in the judgment of Lender▇▇▇▇▇▇, (1) has a net worth financial capability and Prudential Loan No. 706108495 Clarendon Center/Deed of at least $200,000,000Trust creditworthiness, (2) has specific related commercial real estate reputation and experience and owns a minimum of two million (2,000,000) square feet of office space in the United States (which may include the Property)ownership, operation, management, and (3) is a Person leasing of similar properties, equal to or greater than that would be (and the principals of such entity would be), in the experience and judgment of Lender, an acceptable borrower under the LoanBorrower’s principals; provided that it is expressly being understood, without limiting the foregoing, that the Proposed Transferee proposed transferee shall not be acceptable if (Ai) upon assumption of the Loan, such transferee’s’s and/or its parent, its affiliates’, or 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, discretion or (Bii) the Proposed Transferee proposed transferee is related to Lender or advised by Lender or any affiliate of Lender; provided, however, at any time with respect to a specific proposed sale by Borrower of the Property, upon a written request from Borrower to Lender providing the necessary information regarding the proposed Third Party Single Entity and its affiliates and related entities, Lender shall notify Borrower if upon assumption of the Loan, such proposed Third Party Single Entity’s, its affiliates’ or related entities’ credit obligations will exceed ▇▇▇▇▇▇’s then-current individual or related borrower limits; (b) At at the time of transfer, transfer the Loan to Value Ratio (defined below) does not exceed fifty-fifty five percent (5555 %); (c) Borrower pays Lender a non-refundable servicing fee in the amount of $25,000 (as specified by ▇▇▇▇▇▇) at the time of the request, together with request and an additional fee equal to onesixty-half five hundredths percent (0.500.65%) 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 at Lender’s option, ▇▇▇▇▇▇’s title policy has been is endorsed to verify the first priority lien of the Documents, Documents at Borrower▇▇▇▇▇▇▇▇’s expense; (e) At the time of the transfer, the Debt Service Coverage Ratio (defined below) is at least 2.00 1.75 to 1.00 for the immediately preceding twelve (12) month period, and ▇▇▇▇▇▇ receives satisfactory evidence that such this Debt Service Coverage Ratio will be maintained or exceeded for the next succeeding twelve (12) months; (f) The Proposed Transferee the transferee expressly assumes all obligations under the Documents and executes any documents reasonably required by ▇▇▇▇▇▇, and all of these documents are satisfactory in form and substance to Lender; (g) A guarantor, and a guarantor acceptable to Lender, Lender executes a guaranty and indemnity indemnities (pursuant to documents satisfactory in form and substance to Lender) with respect to all of the ERISAobligations contained in Paragraphs 8 and 9 of the Note, 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 of this Instrument, and those set forth in the Environmental Indemnity; (hg) Lender reasonably approves the form and content of all transfer documents and the transferee’s organizational documents, and ▇▇▇▇▇▇ is furnished with a certified copy of the recorded transfer documents; (ih) The Proposed Transferee the transferee complies with and delivers Lender’s standard the ERISA certification required under Section 3.11 of this Instrument and indemnification agreementthe Environmental Indemnity of even date herewith; (ji) Borrower provides shall provide a copy of (Ai) 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, (Bii) all amendments to the purchase and sale agreement after delivery of said agreement to Lender, and (Ciii) a fully-executed closing statement upon closing of the transfer; (kj) The 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 proposed transferee and all Persons persons or entities holding any legal or beneficial interest whatsoever in the Proposed Transferee 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 persons or entities referred to or described in Executive Order 13224the OFAC Lists; and (lk) Borrower or the Proposed Transferee transferee pays all reasonable fees, costs, and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the proposed transfer, including, without limitation, all reasonable legal fees and Prudential Loan No. 706108495 Clarendon Center/Deed of Trust disbursements (for both outside counsel and ▇▇▇▇▇▇’s staff attorneys), accounting, title insurance, documentary stamps taxes, intangible taxes, mortgage taxes, recording fees, and appraisal fees, whether or not the transfer is actually consummated.

One-Time Transfer. 8.5.1 . Notwithstanding anything the “due-on-sale” provisions of the Loan Documents to the contrary contained in this Instrument 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 the Documents, at any time after one (1) year from the date hereof, so long as there is no 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 Documents Loan Documents; (or event which with the passage of time or the giving of notice or both would be an Event of Default), ▇▇▇▇▇▇ agrees, upon vii) Lender has received at least thirty (30) days’ prior written request, to consent to one (1) transfer notice of the Property by proposed transfer; (viii) the original Borrower only to a single entity (the “Third Party Single Entity”) that will own the Property following such transferproposed transferee and, if: (a) The Third Party Single Entity (such entity shall sometimes be referred to herein as the “Proposed Transferee”) is a Person whichif applicable, its general partners or managing members have, in the sole judgment of LenderLender exercised in good faith, (1) has a net worth equal to or greater than the aggregate net worth of at least $200,000,000, (2) has specific related commercial real estate experience and owns a minimum Borrowers as of two million (2,000,000) square feet of office space in the United States (which may include the Property)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; (3ix) is a Person that would be (and the principals of such entity would be)proposed transferee and, if applicable, its general partners or managing members have, in the experience and 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, an acceptable borrower under and taking into account all obligations secured by liens on the Loan; provided that it is expressly understood, without limiting Portfolio and 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 from time to time in its sole discretion, or (B) the Proposed Transferee is related to Lender or advised by Lender or any affiliate of Lender; provided, however, at any time with respect to a specific proposed sale by Borrower of the Property, upon a written request from Borrower to Lender providing the necessary information regarding the proposed Third Party Single Entity and its affiliates and related entities, Lender shall notify Borrower if upon assumption of the Loan, such proposed Third Party Single Entity’s, its affiliates’ or related entities’ credit obligations will exceed ▇▇▇▇▇▇’s thenCross-current individual or related borrower limits; (b) At the time of transfer, the Loan to Value Ratio Collateralized Portfolio does not exceed fifty-five percent (55%); ; (cxii) 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, ▇▇▇▇▇▇’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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 (l) Borrower or the Proposed Transferee Borrowers pays all reasonable fees, costs, costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the proposed such transfer, including, without limitation, all reasonable legal (for both outside counsel and ▇▇▇▇▇▇’s staff attorneys)legal, processing, accounting, title insurance, documentary stamps taxes, intangible taxes, mortgage taxes, recording fees, and appraisal fees, whether or not the 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).