Common use of Permitted Transfer Clause in Contracts

Permitted Transfer. Notwithstanding anything in Section 11 of the Lease to the contrary, and provided there is no uncured Event of Default under the Lease, Tenant shall have the right, without the prior written consent of Landlord, to (a) assign the Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (b) sublease the Premises or any part thereof to an Affiliate (each, a “Permitted Transfer”); provided, however, that (i) such Permitted Transfer is for a valid business purpose and not to avoid any obligations under the Lease, (ii) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or on the Effective Date, whichever is greater, (iii) no later than fifteen (15) days prior to the effective date of the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address of the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Premises or part thereof, as may be the case, (iv) no later than fifteen (15) days after the effective date of the Permitted Transfer, the assignee or sublessee shall provide the documentation required pursuant to Section 11.5 of the Lease, and (v) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as of the date of the effective date of the Permitted Transfer, an Event of Default is then continuing.

Permitted Transfer. Notwithstanding anything in Section 11 of the Lease to the contrary, and provided there is no uncured Event of Default under the Lease, Tenant shall have the right, right without the prior written consent of Landlord’s consent, to (a) assign the Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to enter into a purchaser of all or substantially all of Tenant’s assets or (b) sublease the Premises or any part thereof to an Affiliate Transfer (each, a “Permitted Transfer”); provided, however, that ) to (i) such Permitted Transfer any entity which is for a valid business purpose and not to avoid any obligations under the Leasewholly owned by Tenant, or (ii) the assignee is a reputable applicable Yoshiharu Japanese Ramen restaurant franchisor entity of good character and shall have(“Franchisor”), immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or on the Effective Date, whichever is greater, (iii) no later than any “Bona Fide Franchisee” (as such term is defined below) of Franchisor, provided that within fifteen (15) days prior to the effective date of the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address of any such transfer the assignee or subtenantsublessee executes and delivers to Landlord an instrument reasonably acceptable to Landlord containing an express assumption of all of Tenant’s obligations under this Lease; provided further, however, any such Permitted Transfer undertaken solely for the purpose of circumventing the approval provisions of this Article 16 shall be subject to Landlord’s approval pursuant to the procedures and standards set forth in Sections 16.2 and 16.3. No such Permitted Transfer shall affect or allow any change in any term or provision of this Lease. In no event shall Tenant be released from its obligations under this Lease, nor shall Guarantor be released from its obligations under the Guaranty of Lease, as a result of any Permitted Transfer. As used herein, the term “Bona Fide Franchisee” shall mean that such franchisee shall (i) have executed Franchisor’s standard franchise agreement, a true and accurate fully-executed copy of all agreements executed between Tenant and the assignee or subtenant with respect which will be provided to the Premises or part thereof, as may be the case, (iv) no later than fifteen (15) days after Landlord prior to the effective date of the such Permitted Transfer, (ii) at the assignee or sublessee shall provide the documentation required pursuant to Section 11.5 time of the Leaseproposed Permitted Transfer, be operating at least one (1) other “Yoshiharu Ramen” restaurant, and (viii) within ten together with its individual guarantor(s), if any, who execute a Guaranty of Lease in the form attached hereto as Exhibit E (10as executed by the original Guarantor identified in Section 1.17), shall have an aggregate Tangible Net Worth (as defined below) days after Landlord’s written request, provide such reasonable documents equal to or information which Landlord reasonably requests for greater than that of the purpose of substantiating whether or not original Tenant and Guarantor in the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, aggregate as of the date Effective Date of this Lease. “Tangible Net Worth” means the effective date of the Permitted Transfertotal assets minus total liabilities and intangible assets, an Event of Default is then continuingincluding but not limited to, goodwill, reputation, patents and trademarks.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11 5.2.10 of this Agreement, Lender shall not unreasonably withhold, condition or delay its consent to a one-time sale, assignment, or other transfer of the Lease Property provided that (1) Lender receives at least thirty (30) days prior written notice of such transfer, (2) no Event of Default has occurred and is continuing under this Agreement, the Security Instrument, the Note or the other Loan Documents, and (3) the following conditions have, in the reasonable determination of Lender, been satisfied: (a) Borrower or Transferee shall pay any and all costs incurred in connection with the transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes); (b) The proposed transferee (the “Transferee”) shall comply with all of the requirements of Section 4.1.35 hereof; (c) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instrument, this Agreement and the other Loan Documents, and a Replacement Guarantor shall assume all of the obligations of Guarantor under the Guaranty and the Environmental Indemnity, in a manner satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (d) The Property shall be managed by a Qualified Manager following such transfer; (e) If a Securitization has occurred, and unless Transferee is wholly-owned and controlled by a Qualified Transferee or a Qualified Fund Transferee, Transferee shall deliver to Lender written confirmation from the Rating Agency rating any Securities that the transfer and the assumption by Transferee shall not result in a downgrade, withdrawal or qualification of the ratings then assigned to the Securities; (f) Transferee shall deliver an endorsement to the existing title policy insuring the Security Instrument as modified by the assumption agreement, as a valid first lien on the Property and naming the Transferee as owner of the fee estate of the Property, which endorsement shall insure that as of the recording of the assumption agreement, the Property shall not be subject to any additional exceptions or liens other than those contained in the Title Policy; (g) If the Mezzanine Loan is outstanding, all conditions precedent to such transfer set forth in the Mezzanine Loan Documents shall have been complied with; and (h) Transferee shall deliver to Lender an opinion of counsel from an independent law firm with respect to the substantive non-consolidation of Transferee and its constituent entities (partners, members or shareholders), which law firm and which opinion shall be satisfactory in all respects to (i) Lender, if a Securitization has not occurred, or (ii) Lender and the Rating Agencies, if a Securitization has occurred. A consent by Lender with respect to a transfer of the Property in its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 5.2.11 shall not be construed to be a waiver of the right of Lender to consent to any subsequent transfer of the Property. Except as otherwise specifically set forth herein, immediately upon a transfer of the Property to Transferee and the satisfaction of all of the above requirements, the named Borrower herein and any then existing Guarantor shall be released from all liability under the Loan Documents accruing after such transfer and which are not the result of any act or omission of Borrower, Guarantor and/or any of its Affiliates. Notwithstanding anything contained herein to the contrary, and provided there is no uncured Event of Default Guarantor shall not be released from its liability under the Lease, Tenant Guaranty in connection with any such transfer unless a Replacement Guarantor shall have the right, without the prior written consent assume all liability of Landlord, Guarantor thereunder in a manner acceptable to (a) assign the Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (b) sublease the Premises or any part thereof to an Affiliate (each, a “Permitted Transfer”); provided, however, that (i) such Permitted Transfer is for a valid business purpose and not to avoid any obligations under the Lease, (ii) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or on the Effective Date, whichever is greater, (iii) no later than fifteen (15) days prior to the effective date of the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address of the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Premises or part thereof, as may be the case, (iv) no later than fifteen (15) days after the effective date of the Permitted Transfer, the assignee or sublessee shall provide the documentation required pursuant to Section 11.5 of the Lease, and (v) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as of the date of the effective date of the Permitted Transfer, an Event of Default is then continuingLender.

Permitted Transfer. Notwithstanding anything the restrictions set for in Section 11 of the Lease to the contrary, and provided there is no uncured Event of Default under the Lease10(a) above, Tenant shall have the right, without the Landlord’s consent, but upon ten (10) days prior written consent of notice to Landlord, to (ai) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (ii) assign the all or any part of this Lease to an Affiliate (as defined below)any related corporation or other entity which controls Tenant, to an entity created is controlled by mergerTenant, reorganization or recapitalization of or is under common control with Tenant, or to a purchaser of all successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (iii) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, provided that in the event of a transfer pursuant to this clause (b), the successor entity shall, on the effective date of any such transfer, (A) sublease have investment grade credit, and (B) have a tangible net worth after such transfer that is not less than the Premises or aggregate tangible net worth of Tenant and any part thereof Guarantor as of the date hereof, and (C) assume all of the obligations and liabilities of Tenant hereunder (any such entity hereinafter referred to an Affiliate (each, as a “Permitted TransferTransferee”); provided. Any assumption of this Lease by a Permitted Transferee shall be in writing, howevershall include an assumption, that (i) such by the Permitted Transfer is for a valid business purpose and not to avoid any Transferee of all of Tenant’s obligations under the this Lease, (ii) the assignee is a reputable entity and notice of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to any such assignment or on the Effective Date, whichever is greater, (iii) no later than fifteen (15) days shall be given to Landlord prior to the effective date of that assignment, together with information confirming the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address satisfaction of the assignee or subtenant, and criteria for a copy Permitted Transferee. For the purpose of this Section 10(b) “control” shall mean ownership of not less than fifty percent (50%) of all agreements executed between Tenant voting stock or legal and the assignee equitable interest in such corporation or subtenant with respect to the Premises or part thereof, as may be the case, (iv) no later than fifteen (15) days after the effective date of the Permitted Transfer, the assignee or sublessee shall provide the documentation required pursuant to Section 11.5 of the Leaseentity, and (vii) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for “tangible net worth” shall mean the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as excess of the date value of the effective date of the Permitted Transfer, an Event of Default is then continuing.tangible assets (i.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11 14.02(a) and provided that no Event of Default has occurred and is continuing, and no condition shall exist which upon the giving of notice or the passage of time, or both, would constitute an Event of Default, at the time of the Lease to the contraryproposed assignment or other transfer, and provided there is no uncured Event further that any assignee agrees to assume all of Default Tenant’s obligations under the Leasethis Lease by written agreement approved by Landlord, Tenant shall have the rightright to assign or otherwise transfer all, without the prior written consent but not less than all, of Landlordits interest in, to and under this Lease without Landlord’s consent to (ai) assign the Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets Tenant or (bii) sublease the Premises or any part thereof to an Affiliate a Permitted Transferee (each, a “Permitted Transfer”). A “Permitted Transferee” shall mean a Person who either (I): (x) for one (1) year immediately prior to the date of assignment or transfer and (y) on a proforma basis following the consummation of such assignment or transfer (all as determined by Landlord upon review of financial statements provided by the assignee prior to the proposed lease assignment and in a form reasonably satisfactory to Landlord), (A) generates Adjusted EBITDA of at least $65,000,000, and (B) has a Funded Debt to Adjusted EBITDA ratio that does not exceed 3.5x; provided, however, that Tenant may satisfy the foregoing conditions of a Permitted Transferee by providing, or causing to be provided, a lease guaranty agreement, in form and substance reasonably acceptable to and approved by Landlord, in writing, which guaranty shall be from an entity that when combined with the proposed assignee meets the requirements of (iI) such Permitted Transfer is for a valid business purpose and not to avoid any obligations under the Lease, (ii) the assignee is a reputable entity of good character and set forth in this Section 14.02(b). Tenant shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance provide Landlord with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or on the Effective Date, whichever is greater, (iii) no later than fifteen (15) days Business Days’ prior to the effective date written notice of the proposed assignment to a Permitted TransferTransferee, which notice must include financial information satisfying the Permitted Transferee requirements set forth herein. In the event that Tenant effects an assignment to a Permitted Transferee, Tenant shall give notice to Landlord which notice shall include the full name be released from any liability arising under this Lease from and address of the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Premises or part thereof, as may be the case, (iv) no later than fifteen (15) days after the effective date of such assignment. In the event that Tenant effects a Permitted Transfer, the assignee or sublessee shall provide the documentation required Transfer pursuant to Section 11.5 of the Leaseclause (i) above, and (v) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as of the date of the effective date of the Permitted Transfer, an Event of Default is then continuing.be released from liability under this Lease. For purposes hereof:

Permitted Transfer. Notwithstanding anything contained to the contrary in Section 11 this Article XIV, Tenant may assign this Lease in its entirety or sublease all or any portion of the Lease to the contrary, and provided there is no uncured Event of Default under the Lease, Tenant shall have the right, Premises without the prior written consent of Landlord, Landlord to (a1) assign the Lease to an Affiliate of Tenant, (as defined below)2) any partnership, to an corporation or other business entity created by merger, reorganization or recapitalization of into or with which Tenant shall be merged, converted or consolidated or to which substantially all of Tenant’s assets may be transferred, or (3) a partnership, corporation or other business entity which is a direct successor to a purchaser of Tenant and which acquires all or substantially all of Tenant’s assets or business and assets, (b) sublease each of the Premises or any part thereof to an Affiliate (eachforegoing, a “Permitted Transfer”)) provided that in each such case, (a) Tenant shall have notified Landlord in writing at least twenty (20) days’ prior to the effective date of such assignment or subletting, (b) the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes for the benefit of Landlord all of the Tenant’s obligations under this Lease; provided, however, that any sublessee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the applicable sublease, (ic) if such Permitted Transfer is for a valid business purpose and not to avoid any obligations sublease, the subtenant acknowledges that all of its rights under the Lease, (ii) the assignee is a reputable entity of good character sublease are subordinate and shall have, immediately after giving effect subject to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or on the Effective Date, whichever is greater, (iii) no later than fifteen (15) days prior to the effective date of the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address of the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Premises or part thereof, as may be the case, (iv) no later than fifteen (15) days after the effective date of the Permitted Transfer, the assignee or sublessee shall provide the documentation required pursuant to Section 11.5 of the Lease, and (v) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Lease, (d) Tenant shall have reimbursed Landlord for the costs and expenses required by the Lease, and (e) in the case of an assignment or subletting described in clauses (2) and (3) of this paragraph, Tenant shall have provided Landlord with evidence reasonably acceptable to Landlord that the proposed assignee/sublessee has a demonstrable net worth not have less than the right to perform a Permitted Transfer, if, net worth of Tenant as of the date of the effective date of the Permitted Transfer, an Event of Default is then continuingsuch assignment or subletting.

Permitted Transfer. Notwithstanding anything in Section 11 of the Lease to the contraryforegoing, and provided there is no uncured Event of Default under the LeaseLender agrees that, Tenant shall have the right, without the prior written consent of Landlord, to (a) assign the Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (b) sublease the Premises or any part thereof to an Affiliate (each, a “Permitted Transfer”); provided, however, that (i) such Permitted Transfer is for a valid business purpose and not to avoid any obligations under the Lease, (ii) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or on the Effective Date, whichever is greater, (iii) no later than upon fifteen (15) days prior to written request of Borrower, Borrower, and any transferee of Borrower permitted below, may engage in the effective date transactions described below, provided that all of the Permitted Transferfollowing conditions are met: (i) no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing; (ii) the proposed transferee complies with and delivers the ERISA Certificate and Indemnification Agreement described in the guidelines with respect thereto then applicable to Lender's mortgage loans (the "Guidelines") (or, Tenant shall give notice to Landlord which notice shall include if the full name and address of statements required by the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant certification are not true with respect to the Premises 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); (iii) payment by Borrower or part thereofthe proposed transferee of (1) all reasonable costs and expenses incurred by Lender for the processing of said transfer including a processing fee and (2) all other costs and expenses (including attorneys' fees and expenses for Lender's staff attorneys and outside counsel). Provided all of the foregoing conditions are fulfilled with respect to each such transfer, Borrower may engage in the following transactions, and the provisions of Section 5.01 shall not apply to (and no other provision of the Loan Documents shall prohibit) the merger of Borrower and Guarantor with another entity so long as may be the case, surviving entity (ivi) no later has a net worth (as reasonably determined by Lender in accordance with GAAP or a GAAP equivalent) equal to or greater than fifteen (15) days after the effective net worth of Borrower as of the closing date of the Permitted TransferLoan, (ii) has a ratio of total debt (both secured and unsecured) to total assets of less than fifty percent (50%); and (iii) in the assignee or sublessee shall provide judgment of Lender, has financial capability and creditworthiness, reputation and experience in the documentation required pursuant to Section 11.5 of the Leaseownership, operation, management, and (v) within ten (10) days after Landlord’s written requestleasing of similar properties, provide such reasonable documents equal to or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as of the date of the effective date of the Permitted Transfer, an Event of Default is then continuinggreater than Borrower.

Permitted Transfer. Notwithstanding anything the restrictions set for in Section 11 of the Lease to the contrary, and provided there is no uncured Event of Default under the Lease10(a) above, Tenant shall have the right, without the Landlord’s consent, but upon ten (10) days prior written consent of notice to Landlord, to (ai) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (ii) assign the all or any part of this Lease to an Affiliate (as defined below)any related corporation or other entity which controls Tenant, to an entity created is controlled by mergerTenant, reorganization or recapitalization of or is under common control with Tenant, or to a purchaser of all successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (iii) effectuate any public offering or exchange of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, provided that in the event of a transfer pursuant to this clause (b), the successor entity shall, on the effective date of any such transfer, (A) sublease have a tangible net worth after such transfer that is not less than the Premises or aggregate tangible net worth of Tenant and any part thereof Guarantor as of the date hereof, and (B) assume all of the obligations and liabilities of Tenant hereunder (any such entity hereinafter referred to an Affiliate as a “Permitted Transferee” and such transfer described in (eachi) through (iii), a “Permitted Transfer”); provided. Any assumption of this Lease by a Permitted Transferee shall be in writing, howevershall include an assumption, that (i) such by the Permitted Transfer is for a valid business purpose and not to avoid any Transferee of all of Tenant’s obligations under the this Lease, (ii) the assignee is a reputable entity and notice of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to any such assignment or on the Effective Date, whichever is greater, (iii) no later than fifteen (15) days shall be given to Landlord prior to the effective date of that assignment, together with information confirming the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address satisfaction of the assignee or subtenant, and criteria for a copy Permitted Transferee. For the purpose of this Section 10(b) “control” shall mean ownership of not less than fifty percent (50%) of all agreements executed between Tenant voting stock or legal and the assignee equitable interest in such corporation or subtenant with respect to the Premises or part thereof, as may be the case, (iv) no later than fifteen (15) days after the effective date of the Permitted Transfer, the assignee or sublessee shall provide the documentation required pursuant to Section 11.5 of the Leaseentity, and (vii) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for “tangible net worth” shall mean the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as excess of the date value of the effective date of the Permitted Transfer, an Event of Default is then continuing.tangible assets (i.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11 5.1.12 of this Agreement, Lender shall not unreasonably withhold its consent to the first sale, assignment, or other Transfer of the Lease to Property (not including a mortgage, Lien, pledge or encumbrance) occurring after the contrarySecuritization provided that (a) Lender receives sixty (60) days prior written notice of such transfer, and provided there is (b) no uncured Event of Default under shall then exist or occur as a result of such Transfer, and (c) upon the Lease, Tenant shall have satisfaction (in the right, without reasonable determination of Lender) of the prior written consent of Landlord, to following conditions: (a) assign Borrower or Transferee shall pay any and all costs incurred in connection with the Lease to an Affiliate transfer (as defined belowincluding, without limitation, Lender’s counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or ; (b) sublease The proposed transferee (the Premises “Transferee”) shall comply with all of the requirements of Section 4.1.35 hereof; (c) The Transferee shall be a Qualified Transferee or any part thereof wholly owned and controlled by a Qualified Transferee; (d) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instrument, this Agreement and the Other Security Documents in a manner satisfactory to Lender in all respects, including, without limitation, by entering into an Affiliate assumption agreement in form and substance satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (eache) The Property shall be managed by a Qualified Manager following such transfer; (f) Transferee shall deliver to Lender written confirmation from the Rating Agency that the transfer and the assumption by Transferee shall not result in a downgrade, a “Permitted Transfer”); providedwithdrawal or qualification of the ratings then assigned to the Securities; (g) Transferee shall deliver an endorsement to the existing Title Insurance Policy insuring the Security Instrument as modified by the assumption agreement, however, that (i) such Permitted Transfer is for as a valid business purpose and not to avoid any obligations under the Lease, (ii) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or first lien on the Effective Date, whichever is greater, (iii) no later than fifteen (15) days prior to Property and naming the effective date Transferee as owner of the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address fee estate of the assignee Property, which endorsement shall insure that as of the recording of the assumption agreement, the Property shall not be subject to any additional exceptions or subtenant, and a copy liens other than those contained in the Title Insurance Policy; (h) Transferee shall deliver to Lender an opinion of all agreements executed between Tenant and the assignee or subtenant counsel from an independent law firm with respect to the Premises substantive non-consolidation of Transferee and its constituent entities (partners, members or part thereofshareholders), as may which law firm and which opinion shall be satisfactory in all respects to (i) Lender, if a Securitization has not occurred, or (ii) Lender and the caseRating Agencies, if a Securitization has occurred; and (ivi) no later than fifteen (15) days after the effective date of the Permitted Transfer, the assignee Lender shall have received on or sublessee shall provide the documentation required pursuant prior to Section 11.5 of the Lease, and (v) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as of the date of the effective date sale or transfer (A) a fee of $250,000, (B) a rating confirmation fee for each of the Permitted TransferRating Agencies delivering a confirmation pursuant to clause (f) above, an Event which confirmation fees shall be equal to the then customary fees charged by each applicable Rating Agency for such a confirmation and (C) the payment of Default is then continuingall costs and expenses incurred by Lender and the Rating Agencies in connection with such assumption (including reasonable attorneys’ fees and costs).

Permitted Transfer. Notwithstanding anything in Section 11 of the Lease to the contraryforegoing, and provided there is no uncured Event of Default under the LeaseLender agrees that, Tenant shall have the right, without the prior written consent of Landlord, to (a) assign the Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (b) sublease the Premises or any part thereof to an Affiliate (each, a “Permitted Transfer”); provided, however, that (i) such Permitted Transfer is for a valid business purpose and not to avoid any obligations under the Lease, (ii) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or on the Effective Date, whichever is greater, (iii) no later than upon fifteen (15) days prior to written request of Borrower, Borrower, and any transferee of Borrower permitted below, may engage in the effective date transactions described below, provided that all of the Permitted Transferfollowing conditions are met: (i) no Event of Default (or event which with the passage of time or the giving of notice or both would be an Event of Default) has occurred and is continuing; (ii) the proposed transferee complies with and delivers the ERISA Certificate and Indemnification Agreement described in the guidelines with respect thereto then applicable to Lender's mortgage loans (the "Guidelines") (or, Tenant shall give notice to Landlord which notice shall include if the full name and address of statements required by the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant certification are not true with respect to the Premises 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); (iii) payment by Borrower or part thereofthe proposed transferee of (1) all reasonable costs and expenses incurred by Lender for the processing of said transfer including a processing fee and (2) all other costs and expenses (including attorneys' fees and expenses for Lender's staff attorneys and outside counsel). Provided all of the foregoing conditions are fulfilled with respect to each such transfer, Borrower may engage in the following transactions, and the provisions of Section 5.01 shall not apply to (and no other provision of the Loan Documents shall prohibit) the merger of Borrower with another entity so long as may be the case, surviving entity (ivi) no later has a net worth (as reasonably determined by Lender in accordance with GAAP or a GAAP equivalent) equal to or greater than fifteen (15) days after the effective net worth of Borrower as of the closing date of the Permitted TransferLoan, (ii) has a ratio of total debt (both secured and unsecured) to total assets of less than fifty percent (50%); and (iii) in the assignee or sublessee shall provide judgment of Lender, has financial capability and creditworthiness, reputation and experience in the documentation required pursuant to Section 11.5 of the Leaseownership, operation, management, and (v) within ten (10) days after Landlord’s written requestleasing of similar properties, provide such reasonable documents equal to or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as of the date of the effective date of the Permitted Transfer, an Event of Default is then continuinggreater than Borrower.

Permitted Transfer. Notwithstanding anything in Section 11 any provision of the Lease Loan Documents to the contrary, and provided there is no uncured Event including without limitation, the provisions of Default under Section 1.10 of the LeaseDeed of Trust, Tenant "transfer" for the purposes of Section 1.10 of the Deed of Trust shall have the right, without the prior written consent of Landlord, to not include (a) assign transfers of the Lease to an Affiliate (shares of stock in Borrower so long as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (b) sublease the Premises or any part thereof to an Affiliate (each, a “Permitted Transfer”); provided, however, that (i) such Permitted Transfer is for a valid business purpose and not to avoid any obligations under the Lease, (ii) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignmenttransfer, an aggregate net worth the Oaktree Entities own and retain control (computed including, without limitation, all voting and approval rights) of not less than fifty-one percent (51%) of the shares of stock in accordance with GAAPBorrower and the Oaktree Entities Control Borrower, (b) at least equal the transfer of shares of stock in Borrower to the aggregate net worth Prudential Entities or the Oaktree Entities by any of the Public Shareholders. For the purposes of Section 1.10 of the Deed of Trust, and notwithstanding the foregoing, "transfer" shall include (x) any transfer of the shares of stock in Borrower which results in a change in Control of Borrower, and/or (y) any failure of Oaktree Capital Management to be the investment advisor, manager or agent for, and retain Control of, any of the Oaktree Entities (other than Oaktree Capital Management). Notwithstanding any provision of the Loan Document to the contrary, including without limitation Section 1.10 of the Deed of Trust, so long as so computedno Event of Default has occurred, and no monetary Potential Default or material nonmonetary Potential Default has occurred and is continuing under the Loan Documents, Borrower may be merged into ▇▇▇▇▇▇▇ Properties, Inc., a Delaware corporation, and ▇▇▇▇▇▇▇ shall assume the Loan and the obligations under the Loan Documents and the Environmental Indemnity, on the following terms and conditions: (i) Lender shall have received reimbursement of Tenant immediately prior all reasonable costs incurred by Lender in connection with the request for such assumption, including, without limitation, reasonable credit reporting fees, attorneys' fees and costs, appraisal fees, environmental inspection fees, building inspection fees, seismic report fees, and all other costs and expenses which are reasonably necessary in connection with such assumption; (ii) Borrower shall have delivered to Lender evidence of the consent of the ground lessor under the Ground Lease to such assignment or on the Effective Datetransaction, whichever is greatertogether with consent of any other ground lessor for any other Ground Leased Project to such transaction, each in form acceptable to Lender; (iii) no later than fifteen (15) days prior to The parties shall execute and deliver all documents and agreements required by Lender in connection with the effective date assumption, including, without limitation, an express assumption of the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address of the assignee or subtenant, and a copy of all agreements executed between Tenant Loan and the assignee or subtenant with respect obligations under the Loan Documents and the Environmental Indemnity, all of which shall be in form and substance acceptable to the Premises or part thereof, as may be the case, Lender; and (iv) no later than fifteen (15) days after Lender shall receive, at Borrower's expense, such endorsements to the effective date Title Policy insuring the Deed of the Permitted Transfer, the assignee or sublessee shall provide the documentation required pursuant to Section 11.5 of the Lease, and (v) within ten (10) days after Landlord’s written request, provide Trust as are reasonably requested by Lender in connection with such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as of the date of the effective date of the Permitted Transfer, an Event of Default is then continuingassignment.

Permitted Transfer. Notwithstanding anything in the provisions of this Section 11 of the Lease 14 to the contrary, and provided there is no uncured Event of Default under the LeaseTenant may, Tenant shall have the rightfrom time to time, without the prior written consent of Landlord, to (a) assign the this Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (b) sublease sublet the Premises or any part portion thereof to an Affiliate (eachherein, a “Permitted Transfer”); provided, howeverwithout Landlord’s consent to any entity which controls, is controlled by or is under common control with the Original Tenant (an “Affiliate”) or may assign this Lease to any entity resulting from a merger or consolidation with or corporate reorganization of Tenant or which acquires all or substantially all of the assets or ownership interests of Tenant (such entity, together with an Affiliate, a “Permitted Transferee”) provided that: (a) at least thirty (30) days prior to such assignment or sublease, Tenant delivers to Landlord evidence demonstrating that (i) such Permitted the Transfer is for a valid business purpose Permitted Transfer, identifying the Permitted Transferee and not to avoid any the portion of the Premises subleased, if applicable; (b) if an assignment, the Permitted Transferee assumes, in full, all of the obligations of Tenant under the this Lease, pursuant to an assumption agreement in form and substance reasonably acceptable to Landlord, and Landlord receives a fully executed original of such assumption agreement (ii) or if a sublease, the assignee is sublessee of a reputable entity portion of good character and shall havethe Premises or term assumes, immediately after giving effect in full, the obligations of Tenant with respect to such assignmentportion); (c) in the case of an assignment of this Lease, an aggregate Landlord receives evidence reasonably satisfactory to it that the net worth (computed as determined in accordance with GAAP) at least equal to of the aggregate assignee equals or exceeds the net worth (of the Tenant as so computed) of Tenant the Commencement Date or immediately prior to such assignment or on the Effective DatePermitted Transfer, whichever is greater, (iii) no later than fifteen (15) days prior to the effective date of the Permitted Transfer, Tenant shall give notice to Landlord which notice shall include the full name and address of the assignee or subtenanthigher, and a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Premises or part thereof, as may be the case, (iv) no later than fifteen (15) days after the effective date of the Permitted Transfer, the is sufficient for such assignee or sublessee shall provide the documentation required to fulfill its obligations pursuant to Section 11.5 such assignment or sublease; (d) Tenant remains fully liable under this Lease; (e) the use of the Premises under Section 6.1 remains unchanged; and (f) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Lease. At such time as an Affiliate is no longer an Affiliate of the Original Tenant but is an existing subleassee or the then assignee under this Lease, a Transfer shall be deemed to have occurred. As used in this section, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies through ownership of at least fifty-one percent (v51%) within ten (10) days after of the securities or partnership or other ownership interests of the entity subject to control. Landlord shall not disclose any information delivered to it by Tenant under this Section 14.6 that Tenant reasonably identifies as being confidential during the confidentiality period which Tenant shall reasonably designate, other than to Landlord’s written requestagents, provide employees and advisors who have been notified of such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer, if, as of the date of the effective date of the Permitted Transfer, an Event of Default is then continuingconfidentiality requirement.