Common use of Transfer of the Property Clause in Contracts

Transfer of the Property. Grantor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories and other Transfers expressly permitted in this Deed of Trust). The Transfer of any of the general partnership interest in Grantor, if Grantor is a general partnership, or the Transfer of more than 50% of the membership interests in Grantor (whether in one or more transactions during the term of the Loan) shall be deemed to be a prohibited Transfer of the Property. Notwithstanding anything stated to the contrary herein, any transfers (or the pledge or encumbrance) of equity interests or other interests in KBS SOR Properties, LLC, or in any of the direct or indirect owners of KBS SOR Properties, LLC (including, without limitation, KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity Holdings, LLC, or KBS Strategic Opportunity REIT, Inc.) shall not be prohibited (and shall be expressly permitted) provided that KBS Strategic Opportunity REIT, Inc., continues to own, either directly or indirectly, not less than a fifty-one percent (51%) of the ownership interests in Grantor. Notwithstanding the foregoing or anything stated to the contrary in this Deed of Trust or in any of the other Loan Documents, the following transactions will not be prohibited and shall be expressly permitted: (a) KBS SOR Properties, LLC, KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity REIT, Inc., and KBS Strategic Opportunity Holdings, LLC, shall each be permitted to execute guaranties and/or indemnity agreements for their respective subsidiaries; and (b) KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity REIT, Inc., and any of the other parties owning interests in KBS Strategic Opportunity Limited Partnership, direct or indirect, shall be permitted to obtain loans from, or incur indebtedness to any third-party lender (each a “Secondary Loan”) and pledge their respective interests (direct or indirect) in KBS Strategic Opportunity Limited Partnership and KBS SOR Properties, LLC, as security for any such Secondary Loan so long as (A) neither Grantor nor Grantor’s sole member’s membership interest are pledged to secure such Secondary Loan, and (B) any default under a Secondary Loan resulting in a foreclosure of the pledged interests and a transfer of such interest to the lender of the Secondary Loan shall be deemed an Event of Default under the Loan Documents.

Transfer of the Property. Grantor Mortgagor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories and other Transfers expressly permitted in this Deed of TrustMortgage). The Transfer of any of the general partnership interest in GrantorMortgagor, if Grantor Mortgagor is a general partnership, or the Transfer of more than 50% of the membership interests in Grantor Mortgagor (whether in one or more transactions during the term of the Loan) shall be deemed to be a prohibited Transfer of the Property. Notwithstanding anything stated to the contrary herein, any transfers (or the pledge or encumbrance) of equity interests or other interests in KBS SOR PropertiesREIT Properties III, LLC, or in any of the direct or indirect owners of KBS SOR PropertiesREIT Properties III, LLC (including, without limitation, KBS Strategic Opportunity Limited PartnershipPartnership III, KBS Strategic Opportunity HoldingsREIT Holdings III, LLC, or KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc.) shall not be prohibited (and shall be expressly permitted) provided that KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc., continues to own, either directly or indirectly, not less than a fifty-one percent (51%) of the ownership interests in GrantorMortgagor. Notwithstanding the foregoing or anything stated to the contrary in this Deed of Trust Mortgage or in any of the other Loan Documents, the following transactions will not be prohibited and shall be expressly permitted: (a) KBS SOR PropertiesREIT Properties III, LLC, KBS Strategic Opportunity Limited PartnershipPartnership III, KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc., and KBS Strategic Opportunity HoldingsREIT Holdings III, LLC, shall each be permitted to execute guaranties and/or indemnity agreements for their respective subsidiaries; and (b) KBS Strategic Opportunity Limited PartnershipPartnership III, KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc., and any of the other parties owning interests in KBS Strategic Opportunity Limited PartnershipPartnership III, direct or indirect, shall be permitted to obtain loans from, or incur indebtedness to any third-party lender (each a “Secondary Loan”) and pledge their respective interests (direct or indirect) in KBS Strategic Opportunity Limited Partnership III and KBS SOR PropertiesREIT Properties III, LLC, as security for any such Secondary Loan so long as (A) neither Grantor Mortgagor nor GrantorMortgagor’s sole member’s membership interest are pledged to secure such Secondary Loan, and (B) any default under a Secondary Loan resulting in a foreclosure of the pledged interests and a transfer of such interest to the lender of the Secondary Loan shall be deemed an Event of Default under the Loan Documents.

Transfer of the Property. Grantor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories and other Transfers expressly permitted in this Deed of Trust). The Transfer of any of the general partnership interest in Grantor, if Grantor is a general partnership, or the Transfer of more than 50% of the membership interests in Grantor (whether in one or more transactions during the term of the Loan) shall be deemed to be a prohibited Transfer of the Property. Notwithstanding anything stated to the contrary herein, any transfers (or the pledge or encumbrance) of equity interests or other interests in KBS SOR PropertiesREIT Properties III, LLC, or in any of the direct or indirect owners of KBS SOR PropertiesREIT Properties III, LLC (including, without limitation, KBS Strategic Opportunity Limited PartnershipPartnership III, KBS Strategic Opportunity HoldingsREIT Holdings III, LLC, or KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc.) shall not be prohibited (and shall be expressly permitted) provided that KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc., continues to own, either directly or indirectly, not less than a fifty-one percent (51%) of the ownership interests in Grantor. Notwithstanding the foregoing or anything stated to the contrary in this Deed of Trust or in any of the other Loan Documents, the following transactions will not be prohibited and shall be expressly permitted: (a) KBS SOR PropertiesREIT Properties III, LLC, KBS Strategic Opportunity Limited PartnershipPartnership III, KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc., and KBS Strategic Opportunity HoldingsREIT Holdings III, LLC, shall each be permitted to execute guaranties and/or indemnity agreements for their respective subsidiaries; and (b) KBS Strategic Opportunity Limited PartnershipPartnership III, KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc., and any of the other parties owning interests in KBS Strategic Opportunity Limited PartnershipPartnership III, direct or indirect, shall be permitted to obtain loans from, or incur indebtedness to any third-party lender (each a “Secondary Loan”) and pledge their respective interests (direct or indirect) in KBS Strategic Opportunity Limited Partnership III and KBS SOR PropertiesREIT Properties III, LLC, as security for any such Secondary Loan so long as (A) neither Grantor nor Grantor’s sole member’s membership interest are pledged to secure such Secondary Loan, and (B) any default under a Secondary Loan resulting in a foreclosure of the pledged interests and a transfer of such interest to the lender of the Secondary Loan shall be deemed an Event of Default under the Loan Documents.

Transfer of the Property. Grantor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories and other Transfers expressly permitted in this Deed of Trust). The Transfer of any of the general partnership interest in Grantor, if Grantor is a general partnership, or the Transfer of more than 50% of the membership interests in Grantor (whether in one or more transactions during the term of the Loan) shall be deemed to be a prohibited Transfer of the Property. Notwithstanding anything stated to the contrary hereinherein or in any of the other Loan Documents, any transfers (or the pledge or encumbrance) of equity interests or other interests in KBS SOR Properties, LLC, or in any of the direct or indirect owners of KBS SOR Properties, LLC (including, without limitation, KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity Holdings, LLC, or KBS Strategic Opportunity REIT, Inc.) shall not be prohibited (and shall be expressly permitted) provided that KBS Strategic Opportunity REIT, Inc., continues to own, either directly or indirectly, not less than a fifty-one percent (51%) of the ownership interests in Grantor. Notwithstanding the foregoing or anything stated to the contrary in this Deed of Trust or in any of the other Loan Documents, the following transactions will not be prohibited and shall be expressly permitted: (a) KBS SOR Properties, LLC, KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity REIT, Inc., and KBS Strategic Opportunity Holdings, LLC, shall each be permitted to execute guaranties and/or indemnity agreements for their respective direct or indirect subsidiaries; and (b) KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity REIT, Inc., and any of the other parties owning interests in KBS Strategic Opportunity Limited Partnership, direct or indirect, shall be permitted to obtain loans from, or incur indebtedness to any third-party lender (each a “Secondary Loan”) and pledge their respective interests (direct or indirect) in KBS Strategic Opportunity Limited Partnership and KBS SOR Properties, LLC, as security for any such Secondary Loan so long as (A) neither Grantor nor Grantor’s sole member’s membership interest are pledged to secure such Secondary Loan, and (B) any default under a Secondary Loan resulting in a foreclosure of the pledged interests and a transfer of such interest to the lender of the Secondary Loan shall be deemed an Event of Default under the Loan Documents.