Common use of Permitted Transfer of the Property Clause in Contracts

Permitted Transfer of the Property. Lender shall not withhold its consent to the one-time Transfer of the Property to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee provided that (a) Lender shall have received a notice from Borrower requesting Lender’s consent to such Transfer not less than sixty (60) days prior to the proposed date of Transfer, (b) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as a result of such Transfer, (c) Lender shall have received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) below, (d) Lender shall have received an agreement, in form and substance reasonably acceptable to Lender, pursuant to which Permitted Transferee has assumed all of Borrower’s obligations under the Loan Documents, (e) Borrower shall have paid to Lender an assumption fee equal to one percent (1%) of the Outstanding Principal Balance, (f) Lender shall have received such agreements, certificates, legal opinions and other documentation as may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, (g) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar in location, size, class, use, operation and value as the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), (h) prior to any release of Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors acceptable to Lender shall (A) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent in form and substance acceptable to Lender, as and to the extent applicable, (i) Borrower shall have delivered to Lender any consent required to be delivered by Franchisor in connection with such Transfer and assumption, and (j) Lender may, as a condition to evaluating any requested consent to such Transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent.

Permitted Transfer of the Property. Lender shall not withhold its consent to the one-time Transfer a conveyance of the Property in its entirety to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee any transferee provided that (a) Lender shall have has received a notice from Borrower requesting Lenderan agreement, acceptable to it in its reasonable discretion, pursuant to which such transferee assumes all of Borrower’s consent to such Transfer not less than sixty (60) days prior to obligations under the proposed date of TransferLoan Documents, (b) Lender receives a transfer fee equal to (i) Ten Thousand and No/100 Dollars ($10,000.00) if such transfer is to Beacon Entity or any entity at least fifty percent (50%) directly or indirectly owned by Beacon Entity and directly or indirectly controlled by Beacon Entity or (ii) Seventy-Five Thousand and No/100 Dollars ($75,000.00) if such transfer is to any other entity, (c) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, (d) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as be continuing hereunder, and, if a result Mezzanine Loan is outstanding, no “Event of such TransferDefault” has occurred and is continuing under the Mezzanine Loan Agreement, (ce) Borrower shall pay all reasonable, out-of-pocket costs and expenses of Lender in connection with such transfer, (f) either (i) such transferee is a Permitted Transferee or (ii) if such transferee is not a Permitted Transferee, Lender shall have approved such transferee (such approval not to be unreasonably withheld, conditioned or delayed) or, if any Securities are outstanding, Lender has received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) below, (d) Lender shall have received an agreement, in form and substance reasonably acceptable to Lender, pursuant to which Permitted Transferee has assumed all of Borrower’s obligations under the Loan Documents, (e) Borrower shall have paid to Lender an assumption fee equal to one percent (1%) of the Outstanding Principal Balance, (f) Lender shall have received such agreements, certificates, legal opinions and other documentation as may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, (g) the Permitted Transferee and its property manager shall have sufficient experience in transferee qualifies as a single purpose, bankruptcy remote entity under criteria established by the ownership and management of properties similar in location, size, class, use, operation and value as the PropertyRating Agencies, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), (h) there is delivered to Lender a non-consolidation opinion acceptable to the Rating Agencies (or if no Securities are outstanding at the time, acceptable to Lender in its reasonable discretion). If a Mezzanine Loan is outstanding, Borrower shall not be permitted to transfer the Property unless Borrower obtains the prior written consent of Mezzanine Lender to the extent required by the Mezzanine Loan Agreement. In the event that such conveyance is a transfer of the Property in its entirety to a Person that is not an Affiliate of Borrower or Guarantor, the current Guarantor shall be released from and relieved of any release of its obligations under the Guaranty arising or occurring after the date of such conveyance or transfer (other than for any acts or events which were caused by or arise out of any acts, events or omissions of Guarantor, which release may only cover events Borrower or conditions its Affiliates occurring subsequent prior to the Transfersuch conveyance) provided that, (i) one and as a condition to such release, (1) or more substitute guarantors acceptable there is delivered to Lender shall a Rating Agency Confirmation with respect to the replacement Guarantor, if the Loan has been included in a Securitization, (A2) have assumed all an Affiliate of the transferee of the Property approved by the Lender (in its reasonable discretion) assumes the obligations of the current Guarantor under the Guaranty (as to any acts or events which occur after the conveyance or transfer) and Environmental Indemnity for events or conditions occurring subsequent (3) if applicable but subject to the Transfer provisions in subsection (2) above, such new Guarantor executes, without any cost or (B) have executed expense to Lender, a replacement guaranty and substitution agreement or a replacement environmental indemnity new Guaranty in each case in form and substance substantially the same form as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, executed as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent in form and substance acceptable to Lender, as and to the extent applicable, (i) Borrower shall have delivered to Lender any consent required to be delivered by Franchisor in connection with such Transfer and assumption, and (j) Lender may, as a condition to evaluating any requested consent to such Transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consentdate hereof.

Permitted Transfer of the Property. Lender shall not withhold its consent to the one-time Transfer conveyance of the Property to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee provided that (a) Borrower shall give Lender shall have received a written notice from Borrower requesting Lender’s consent to of such Transfer request not less than sixty (60) days prior to the proposed date of such Transfer, (b) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as a result of such Transfer, (c) Lender shall have has received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) belowTransferee, (dc) Lender shall have has received an agreement, in form and substance reasonably acceptable to Lenderit in its sole discretion, pursuant to which Permitted Transferee has assumed assumes all of Borrower’s obligations under the Loan Documents, (ed) Borrower shall have paid to Lender an assumption receives a transfer fee equal to one percent $100,000.00 (1%) it being understood and agreed that Lender’s servicer, following a Securitization of the Outstanding Principal BalanceLoan, shall not have the ability to unilaterally increase such transfer fee), (fe) Lender shall have received such agreementsdocuments, certificates, certificates and legal opinions as it may reasonably request, (f) no Event of Default or event which with the giving of notice or the passage of time or both would constitute an Event of Default shall have occurred and other documentation as may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, remain uncured; (g) the Permitted Transferee and its property manager (if applicable) shall have sufficient experience in the ownership and management of properties similar in location, size, class, use, operation and value as to the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to reasonably approve the Permitted Transferee without approving the substitution of the property managermanager (if applicable), ); (h) prior to any release of Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors acceptable to Lender Permitted Transferee shall (A) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers delivered to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent assumption agreement in form and substance acceptable to Lender, evidencing such Permitted Transferee’s agreement to abide and be bound by the terms of the Note, this Agreement and the other Loan Documents, together with such legal opinions and title insurance endorsements as and to the extent applicable, may be reasonably requested by Lender; (i) Borrower prior to any go-forward release of the Guarantor, a substitute guarantor acceptable to Lender in its sole discretion shall have delivered assumed the Guaranty executed by Guarantor or executed a replacement guaranty reasonably satisfactory to Lender any consent required to be delivered by Franchisor in connection with such Transfer and assumption, Lender; and (j) Lender may, as a condition to evaluating any requested consent to such Transfera transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent. Upon any conveyance of the Property to a Permitted Transferee in accordance with this Section 8.1, Borrower and Guarantor shall be released from and relieved of any liability under the Loan Documents on a “go-forward” basis to the extent (and only to the extent) that such liability first arose and accrued solely and entirely following the date of the closing of such conveyance (but, in the case of Hazardous Substances (as defined in the Environmental Indemnity) related indemnities, to the extent (and only to the extent) that such claims arose solely from Hazardous Substances that (A) were not present in, on, under or migrating from, or a threat to the Property prior to the date of the closing of such conveyance, and (B) were not the result of any act or negligence of Borrower, Guarantor or any of their respective Affiliates, agents or contractors). Notwithstanding the foregoing, this exclusion from liability shall not apply in the case of clause (xiii) of the Borrower’s Recourse Liabilities in Section 11.22 of this Agreement.

Permitted Transfer of the Property. Lender shall not withhold its consent to the one-time Transfer a conveyance of the Property in its entirety to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee any transferee provided that (a) Lender shall have has received a notice from Borrower requesting Lenderan agreement, acceptable to it in its reasonable discretion, pursuant to which such transferee assumes all of Borrower’s consent to such Transfer not less than sixty (60) days prior to obligations under the proposed date of TransferLoan Documents, (b) Lender receives a transfer fee equal to Seventy-Five Thousand and No/100 Dollars ($75,000.00) if such transfer is to an entity other than Beacon Entity or any entity at least fifty one percent (51%) owned directly or indirectly by Beacon Entity, (c) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, (d) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as be continuing hereunder, and, if a result Mezzanine Loan is outstanding, no “Event of such TransferDefault” has occurred and is continuing under the Mezzanine Loan Agreement, (ce) Borrower shall pay all reasonable, out-of-pocket costs and expenses of Lender in connection with such transfer, (f) either (i) such transferee is a Permitted Transferee or (ii) if such transferee is not a Permitted Transferee, Lender shall have approved such transferee (such approval not to be unreasonably withheld, conditioned or delayed) and, if any Securities are outstanding, Lender has received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) below, (d) Lender shall have received an agreement, in form and substance reasonably acceptable to Lender, pursuant to which Permitted Transferee has assumed all of Borrower’s obligations under the Loan Documents, (e) Borrower shall have paid to Lender an assumption fee equal to one percent (1%) of the Outstanding Principal Balance, (f) Lender shall have received such agreements, certificates, legal opinions and other documentation as may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, (g) the Permitted Transferee and its property manager shall have sufficient experience in transferee qualifies as a single purpose, bankruptcy remote entity under criteria established by the ownership and management of properties similar in location, size, class, use, operation and value as the PropertyRating Agencies, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), (h) there is delivered to Lender a non-consolidation opinion acceptable to the Rating Agencies (or if no Securities are outstanding at the time, acceptable to Lender in its reasonable discretion). If a Mezzanine Loan is outstanding, Borrower shall not be permitted to transfer the Property unless Borrower obtains the prior written consent of Mezzanine Lender to the extent required by the Mezzanine Loan Agreement. In the event that such conveyance is a transfer of the Property in its entirety to a Person that is not an Affiliate of Borrower or Guarantor, the current Guarantor shall be released from and relieved of any release of its obligations under (x) the Guaranty arising or occurring after the date of such conveyance or transfer (other than for any acts or events which were caused by or arise out of any acts, events or omissions of Guarantor, which release may only cover events Borrower or conditions its Affiliates occurring subsequent prior to such conveyance) and (y) the TransferEnvironmental Indemnity (other than for any claims against such Guarantor existing on the date of such conveyance or transfer) provided that, (i) one and as a condition to such release, (1) or more substitute guarantors acceptable Borrower delivers to Lender shall a Rating Agency Confirmation with respect to such replacement Guarantor, (A2) have assumed all an Affiliate of the transferee of the Property approved by the Lender (in its reasonable discretion) assumes the obligations of the current Guarantor under the Guaranty and Environmental Indemnity for (as to any acts or events which occur after the conveyance or conditions occurring subsequent to the Transfer or (Btransfer) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (as to any liability thereunder other than for any claims against the previous Guarantor existing on the date of such conveyance or the new guaranty and environmental indemnity, as the case may betransfer) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B3) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent in form and substance acceptable to Lender, as and if applicable but subject to the extent applicable, (i) Borrower shall have delivered to Lender any consent required to be delivered by Franchisor provisions in connection with such Transfer and assumption, and (j) Lender may, as a condition to evaluating any requested consent to such Transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent.subsection

Permitted Transfer of the Property. Lender Borrower shall not withhold its consent have the right to the one-time Transfer unlimited Transfers of the Property to one or more Permitted Transferees as part of a Permitted Transferee single transaction and the assumption of the Loan by have such Permitted Transferee assume the Loan provided that the following conditions precedent are satisfied: (a) Lender shall have received a notice from Borrower requesting Lender’s consent to of such proposed Transfer not less than sixty thirty (6030) days prior to the proposed date of Transfer, ; (b) no Default or Event of Default shall have occurred and remain uncured be continuing or shall occur solely as a result of such Transfer, ; (c) unless the Permitted Transferee is a Permitted Title Holder, Lender shall have received a Rating Agency Confirmation as to the conveyance of the Property to to, and the assumption of the Loan by, such Permitted Transferee and any the replacement and release and replacement of Guarantor as contemplated in clause (h) below, ; (d) Lender shall have received an agreement, in form and substance reasonably acceptable to Lender, pursuant to which Permitted Transferee has assumed all of Borrower’s obligations under the Loan Documents, ; (e) Borrower shall have paid to Lender an assumption fee equal to one-half of one percent (0.5%) of the Outstanding Principal Balance for the first Transfer and assumption and one percent (1%) of the Outstanding Principal Balance, Balance for each subsequent Transfer and assumption; (f) Lender shall have received such agreements, certificates, legal opinions and other documentation as may be reasonably requested by LenderLender (which such agreements, certificates, legal opinions and other documents shall be, to the extent applicable, in form and substance the same as those delivered to Lender in connection with the closing of the Loan), including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, Property subject to Permitted Encumbrances; (g) unless the Permitted Transferee and its property manager is a Permitted Title Holder, the Permitted Transferee or such Transferee’s Principals shall have sufficient experience in the ownership and management of properties similar in the type of location, size, class, use, operation and value as the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve h) the Permitted Transferee without approving the substitution of the property manager)shall enter into a Replacement Management Agreement with a Qualified Property Manager, (h) prior to any release of Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (ii)(1) one (1) or more substitute guarantors acceptable to Lender Satisfactory Replacement Guarantors shall (A) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed and delivered to Lender a replacement guaranty and a replacement environmental indemnity in each case in form and substance substantially the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, for liabilities arising from any circumstance, condition, action or event first occurring after the effective date of such substitution, (ii2) if required by Lender or the Rating Agencies, Borrower delivers shall have delivered to Lender an opinion from counsel, and in form and substance and from counsel satisfactory substance, in each case reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the new replacement guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) Satisfactory Replacement Guarantor in accordance with their terms, terms and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code or be subject to tax as a result of such replacement and release and replacementof the Guarantor, (3) if required by Lender or the Rating Agencies, Borrower shall have delivered to Lender a new Insolvency Opinion, and (iii4) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such replacement and release and replacementof Guarantor, including, without limitation, a spousal consent in form and substance acceptable to Lender, as and to the extent applicable; and (j) such Transfer, (i) assumption and replacement and release shall not be prohibited under the Ground Lease and/or Borrower shall have delivered to Lender obtained any consent consents required to be delivered by Franchisor from Ground Lessor in connection with such Transfer, assumption and replacement and release and delivered the same to Lender. Upon the closing of a Transfer and assumptionassumption and the satisfaction of all of the above requirements, the named Guarantor herein shall be released from any further liability under the Guaranty and (jthe Environmental Indemnity for acts that arise from and after the date of such Transfer and assumption and the approved substitute guarantor(s) Lender may, as a condition to evaluating any requested consent to such Transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request shall be the “Guarantor” for consentall purposes of this Agreement.

Permitted Transfer of the Property. From and after the date that is one year after the Closing Date, Lender shall not withhold its consent to the one-time Transfer conveyance of the Property to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee provided that (a) Borrower shall give Lender shall have received a written notice from Borrower requesting Lender’s consent to of such Transfer request not less than sixty (60) days prior to the proposed date of Transfersuch Transfer and pay to Lender a non-refundable processing fee in the amount of $25,000, (b) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as if a result of such TransferSecuritization has occurred, (c) Lender shall have has received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) belowTransferee, (dc) Lender shall have has received an agreement, in form and substance reasonably acceptable to Lenderit in its sole discretion, pursuant to which Permitted Transferee has assumed assumes all of Borrower’s obligations under the Loan Documents, (ed) Borrower shall have paid to Lender an assumption receives a transfer fee equal to (I) one-half of one percent (0.5%) of the then outstanding principal amount of the Loan with respect to the first such assumption and (II) one percent (1%) of the Outstanding Principal Balancethen outstanding principal amount of the Loan for any subsequent assumption (but, with respect to each of clause (I) and (II), in no event less than $15,000), (fe) Lender shall have received such agreementsdocuments, certificates, certificates and legal opinions as it may reasonably request, (f) no Event of Default or event which with the giving of notice or the passage of time or both would constitute an Event of Default shall have occurred and other documentation as may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, remain uncured; (g) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar in location, size, class, use, operation and value as to the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), ; (h) prior to any release of Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors acceptable to Lender Permitted Transferee shall (A) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers delivered to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent assumption agreement in form and substance acceptable to Lender, as evidencing such Permitted Transferee’s agreement to abide and be bound by the terms of the Note, this Agreement and the other Loan Documents and an Affiliate of such Permitted Transferee acceptable to Lender shall execute a recourse guaranty and an environmental indemnity in form and substance identical to the extent applicableGuaranty and Environmental Indemnity, respectively, with such changes to each of the foregoing as may be reasonably required by Lender, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; and (i) Borrower prior to any release of the Guarantor, a substitute guarantor acceptable to Lender shall have delivered to Lender any consent required to be delivered assumed the Guaranty executed by Franchisor in connection with such Transfer and assumption, and (j) Lender may, as Guarantor or executed a condition to evaluating any requested consent to such Transfer, require that Borrower post a cash deposit with Lender in an amount equal replacement guaranty reasonably satisfactory to Lender’s anticipated costs . Notwithstanding the foregoing or anything herein to the contrary, Borrower may not exercise its rights pursuant to this Section 8.1 during the period that commences on the date that is sixty (60) days prior to the date of any intended Securitization of the Loan and expenses in evaluating any ending on the date that is sixty (60) days after the date of such request for consentSecuritization of the Loan.

Permitted Transfer of the Property. Notwithstanding anything to the contrary contained herein or in the Security Instrument, until the date which is thirty (30) days following the issuance of Securities involving the Loan or any portion thereof (the "Permitted Transfer Date"), a one-time sale, conveyance or transfer of the Property in its entirety and in a single transaction (hereinafter, a "Property Sale") shall be permitted only with the prior written consent of Lender, which consent may be withheld by Lender in its sole and absolute discretion. From and after the Permitted Transfer Date, Lender shall not unreasonably withhold its consent to two (2) Property Sales. With respect to any such Property Sale, Lender shall not require a modification of the one-time Transfer material economic terms hereof (other than a corresponding increase in Borrower's deposits of Tax Funds pursuant to Section 6.2.1 hereof in the event such Property Sale results in an increase in the real property tax assessment by the applicable taxing authority), provided that each of the following terms and conditions are satisfied: (a) no Event of Default has occurred and is continuing; (b) Borrower gives Lender written notice of the terms of such prospective Property Sale not less than thirty (30) days before the date on which such Property Sale is scheduled to close and, concurrently therewith, gives Lender all such information concerning the proposed transferee of the Property (hereinafter, "Buyer") as Lender would reasonably require in evaluating an initial extension of credit to a Permitted Transferee borrower and the assumption of the Loan by such Permitted Transferee provided that (a) Lender shall have received a notice from Borrower requesting Lender’s consent to such Transfer not less than sixty (60) days prior to the proposed date of Transfer, (b) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as a result of such Transfer, (c) Lender shall have received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) below, (d) Lender shall have received an agreement, in form and substance reasonably acceptable to Lender, pursuant to which Permitted Transferee has assumed all of Borrower’s obligations under the Loan Documents, (e) Borrower shall have paid to Lender an assumption fee equal to one percent (1%) of the Outstanding Principal Balance, (f) Lender shall have received such agreements, certificates, legal opinions and other documentation as may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, (g) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar in location, size, class, use, operation and value as the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), (h) prior to any release of Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors acceptable to Lender shall (A) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent in form and substance acceptable to Lender, as and to the extent applicable, (i) Borrower shall have delivered to Lender any consent required to be delivered by Franchisor in connection with such Transfer and assumption, and (j) Lender may, pays as a condition to evaluating any requested consent to such Transfera transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s 's anticipated costs and expenses in evaluating any such request requests for such consent.. Lender shall have the right to approve or disapprove the proposed Buyer (such approval to be in Lender's sole and absolute discretion prior to the Permitted Transfer Date and such approval not to be unreasonably withheld on and after the Permitted Transfer Date). In determining whether to give or withhold its approval of the proposed Buyer, Lender shall consider Buyer's experience and track record in owning and operating facilities similar to the Property, Buyer's financial strength, Buyer's general business standing and Buyer's relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Lender determines to be commercially reasonable and, if given, may be given subject to such conditions as Lender may deem reasonably appropriate; (c) Borrower pays Lender, concurrently with the closing of such Property Sale, (i) a non-refundable assumption fee in an amount equal to all out-of-pocket costs and DMEAST #17478116 v7 69

Permitted Transfer of the Property. Lender shall not withhold its consent to the one-time Transfer of the Property to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee provided that (a) Lender shall have received a notice from Borrower requesting Lender’s consent to such Transfer not less than sixty (60) days prior to the proposed date of Transfer, (b) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as a result of such Transfer, (c) Lender shall have received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) below, (d) Lender shall have received an agreement, in form and substance reasonably acceptable to Lender, pursuant to which Permitted Transferee has assumed all of Borrower’s obligations under the Loan Documents, (e) Borrower shall have paid to Lender an assumption fee equal to one and 00/100 percent (1%) of the Outstanding Principal Balance, (f) Lender shall have received such agreements, certificates, legal opinions and other documentation as may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, (g) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar in location, size, class, use, operation and value as the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), (h) prior to any release of any Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors acceptable to Lender shall (A) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent in form and substance acceptable to Lender, as and to the extent applicable, (i) Borrower shall have delivered to Lender any consent required to be delivered by Franchisor in connection with such Transfer and assumption, and (j) Lender may, as a condition to evaluating any requested consent to such Transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent.the

Permitted Transfer of the Property. Lender shall not withhold its consent to the one-time Transfer a conveyance of the Property to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee Property, provided that (ai) such conveyances are to a corporation, partnership or limited liability company that qualifies as a single purpose, bankruptcy remote entity under criteria established by the Rating Agencies, (ii) such transferee is controlled by Digital Realty Trust, L.P., (iii) Digital Realty Trust, L.P., owns, directly or indirectly, one hundred percent (100%) of such transferee, (iv) such transferee’s counsel has delivered to Lender a non-consolidation opinion reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion, (v) Lender has received an agreement, acceptable to it in its sole discretion, pursuant to which such transferee assumes all of Borrower’s obligations under the Loan Documents, (vi) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, (vii) Lender receives a notice from transfer fee equal to $5,000, (viii) Borrower requesting Lender’s pays all out-of-pocket expenses incurred by Lender in connection with such transfer and (ix) the Property is at all times managed by a Qualified Manager. In addition, Lender shall not withhold its consent to such Transfer not less than sixty a conveyance of the Property (60a) days prior to a Permitted Transferee, provided that Borrower complies with the proposed date of Transferconditions set forth in clauses (i), (iv), (v), (vi), (viii) and (ix) above and Lender receives a transfer fee equal to $50,000, or (b) no Default to a corporation, partnership or Event of Default shall have occurred and remain uncured or shall occur solely as a result of such Transferlimited liability approved by Lender in its reasonable discretion, provided that Borrower complies with the conditions set forth in clauses (i), (civ), (v), (vi), (viii) and (ix) above and Lender shall have received receives a transfer fee equal to $50,000, and, in addition, delivers to Lender a Rating Agency Confirmation as to the conveyance of the Property to such transferee. Notwithstanding anything to the Permitted Transferee contrary set forth herein or in any of the other Loan Documents, the Property shall not be transferred more than two (2) times during the term of the Loan without the prior written consent of Lender, which consent may be withheld in the sole and any release and replacement absolute discretion of Guarantor as contemplated in clause (h) belowLender. In addition, (d) Lender shall have received an agreement, in form release Guarantor from any and substance reasonably acceptable to Lender, pursuant to which Permitted Transferee has assumed all of Borrower’s obligations liability under the Loan Documents, (e) Borrower shall have paid to Lender an assumption fee equal to one percent (1%) arising on or after the date of a transfer permitted under this Section 8.1 provided such transferee assumes the Outstanding Principal Balance, (f) Lender shall have received such agreements, certificates, legal opinions Loan and other documentation as may be reasonably requested by Lender, including, without limitation, causes a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, (g) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar in location, size, class, use, operation and value as the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), (h) prior to any release of Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors guarantor acceptable to Lender shall (A) have assumed all in its sole discretion to assume any obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among . For any other things, (A) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D conveyance of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, Property not otherwise permitted without limitation, a spousal Lender’s consent in form and substance acceptable to this Section 8.1, Lender, as and to the extent applicable, ’s consent (i) Borrower shall have delivered to Lender any consent required not to be delivered by Franchisor in connection with such Transfer and assumption, and (junreasonably withheld) Lender may, as a condition to evaluating any requested consent to such Transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consentshall be required.

Permitted Transfer of the Property. Lender shall not unreasonably withhold its consent to the one-time Transfer conveyance of the Property to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee provided that (ai) Lender shall have received a notice from Borrower requesting Lender’s consent to such Transfer not less than sixty (60) days prior to the proposed date of Transfer, (b) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as a result of such Transfer, (c) Lender shall have has received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) belowTransferee, (dii) Lender shall have has received an agreement, in form and substance reasonably acceptable to Lenderit in its reasonable discretion, pursuant to which the Permitted Transferee has assumed assumes all of Borrower’s 's obligations under the Loan Documents, (eiii) Borrower shall have paid to Lender an assumption has approved the financial condition and creditworthiness of each proposed substitute guarantor under the Recourse Guaranty in its reasonable discretion, (iv) Lender receives a transfer fee equal to one percent (1%) 0.5% of the Outstanding Principal Balanceoriginal Loan Amount, (fv) Lender shall have received such agreementsdocuments, certificates, certificates and legal opinions and other documentation as it may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Propertyrequest, (gvi) no Default or Event of Default shall have occurred and remain uncured; (vii) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar in location, size, class, use, operation and value as to the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), ; (hviii) prior to any release of Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors acceptable to Lender Permitted Transferee shall (A) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers delivered to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent assumption agreement in form and substance acceptable to Lender, as evidencing such Permitted Transferee's agreement to abide and to be bound by the extent applicableterms of the Note, (i) Borrower shall have delivered to Lender any consent required to be delivered by Franchisor in connection this Agreement and the other Loan Documents, together with such Transfer legal opinions (including with respect to enforceability, authorization and assumption, substantive non-consolidation) and (j) title insurance endorsements as may be reasonably requested by Lender and the Rating Agencies; and Lender may, as a condition to evaluating any requested consent to such Transfera transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s 's anticipated costs and expenses in evaluating any such request for consent.