Common use of Transfer of Interests Clause in Contracts

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of . Name of Transferee (Print) Dated: Signature: (Transferee) Address: The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. By: Name: Title: SCHEDULE A Definitions

Transfer of Interests. The undersigned applicant (the “"Applicant”") hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “"Transfer”") and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s 's admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s 's admission to the Company as a Substitute Member shall be effective as of . Name of Transferee (Print) Dated: Signature: (Transferee) Address: The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. QUALITY INVESTMENT PROPERTIES RICHMOND, LLC By: Name: Title: SCHEDULE A Definitions:

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, regulations and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of . Name of Transferee (Print) Dated: Signature: (Transferee) Address: The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, above and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. By: Name: Title: SCHEDULE A DefinitionsEXHIBIT C Basic Documents

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of ______________________________. Name of Transferee (Print) ____________________________________ Dated: _______________ Signature: ________________________ (Transferee) Address: ________________________________________________________ The Company has determined (a) has determined that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. PT HILLVIEW GP, LLC, a Delaware limited liability company By: __________________________ Name: Title: SCHEDULE A Definitions:

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company partnership interests in the Company Partnership described above (the “Transfer”) and applies to be admitted to the Company Partnership as a substitute member of the CompanyPartnership, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Partnership Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Partnership Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Partnership Agreement), in form and substance satisfactory to the CompanyPartnership, as the Company Partnership reasonably deems necessary or desirable to effect the Applicant’s admission to the Company Partnership as a substitute member of the Company Partnership and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Partnership Agreement with respect to the limited liability company partnership interests in the Company Partnership described above. Capitalized Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Partnership Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company Partnership as a Substitute Member substitute member shall be effective as of ______________________________. Name of Transferee (Print) _______________________________ Dated: :__________________________ Signature: (Transferee) Address: The Company Partnership has determined (a) that the Transfer described above is permitted by the Limited Liability Company Partnership Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company Partnership effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company Partnership the admission of the Applicant as a substitute member. CAMPUS CREST AT STEPHENVILLE, LP, a Delaware limited partnership By: NameCampus Crest GX XX, LLC, a Delaware limited liability company Its General Partner By: Title: SCHEDULE A DefinitionsMxxxxxx X. Xxxxxxxx Its Manager

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, regulations and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of . Name of Transferee (Print) Dated: Signature: (Transferee) Address: The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, above and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. [Entity Name] By: Name: Title: SCHEDULE A DefinitionsEXHIBIT C Basic Documents

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of . Name of Transferee (Print) Dated: Signature: (Transferee) Address: The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC By: Name: Cxxx X. Xxxxxxxx Title: SCHEDULE A DefinitionsChief Executive Officer

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of ______________________________. Name of Transferee (Print) ________________________________________ Dated: __________________________ Signature: (Transferee) Address: The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. By: Name: Title: SCHEDULE A Definitions:

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of . Name of Transferee (Print) Dated: Signature: (Transferee) Address: The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, above and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. By: Name: Title: SCHEDULE A DefinitionsEXHIBIT C Basic Documents

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of . Name of Transferee (Print) Dated: Signature: (Transferee) Address: The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. By: Name: Title: SCHEDULE A DefinitionsEXHIBIT C Basic Documents

Transfer of Interests. The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the CompanyCompany in accordance with the Agreement (as defined on the front side hereof), (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company in accordance with the Agreement and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Capitalized Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Agreement. Subject to the Agreement, the Delaware Limited Liability Company AgreementAct, 6 Del. C. § 18-101 et seq. The (the “Act”), and Article 8 of the Uniform Commercial Code as in effect in the State of Delaware on the date hereof (“Article 8”), the Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member substitute member of the Company shall be effective as of . Name of Transferee (Print) Dated: Signature: (Transferee) Address: The Subject to the Agreement, the Act and Article 8, the Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute membermember of the Company. By: Name: Title: SCHEDULE A DefinitionsEXHIBIT B Form of Instruction to Register Pledge , 2012 To: W&D INTERIM LENDER II LLC In accordance with the requirements of that certain Pledge and Security Agreement, dated as the date hereof (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), between BANK OF AMERICA, N.A., a national banking association, as agent (“Administrative Agent”), and XXXXXX & DUNLOP, INC., a Maryland corporation (“Pledgor”) (defined terms used herein as therein defined), you are hereby instructed (i) that the limited liability company interests described below are and shall be deemed to be securities under the Uniform Commercial Code and (ii) to register the pledge of the following interests as follows: The 100% limited liability company interest of the undersigned in W&D INTERIM LENDER II LLC, a Delaware limited liability company (collectively, the “Issuer”), including, without limitation, all of the following property now owned or at any time hereafter acquired by Pledgor or in which Pledgor now has or at any time in the future may acquire any right, title or interest: