Common use of Affiliate Transfer Clause in Contracts

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by, or by an entity owned and Controlled by, MPC Partnership Holdings LLC (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation.

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by, or by an entity owned and Controlled by, MPC Partnership Holdings LLC Cxxxxxx Multifamily Real Estate Fund III, LP (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation. (K) At Lender’s request, Borrower executes a reaffirmation of its obligations under the Loan Documents in a form acceptable to Lender. (L) In the event of a Transfer prohibited by or requiring Lender’s approval under this Section 7.03, the provisions of this Section 7.03(d)(i) may be modified or rendered void by Lender at Lender’s sole option by Notice to Borrower and the transferee(s) as a condition to Lender’s consent.

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by, or by an entity owned and Controlled by, MPC Partnership Holdings LLC Cxxxxxx Multifamily Real Estate Fund III, LP (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation.

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by, or by an entity owned and Controlled by, MPC Partnership Holdings LLC (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Developmentany Prohibited Parties List. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation. (K) Borrower either (1) certifies that there are no Non-US Equity Holders, or (2) delivers to Lender searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List.

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower or any Designated Entities for Transfers held by, or by an entity owned and Controlled byby CNL Growth Properties, MPC Partnership Holdings LLC Inc., a Maryland corporation (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Review Fee. (B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation.

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held byby NorthStar Healthcare Income Operating Partnership, LP (together with its permitted successors and assigns, “NHIOP”) or by an entity owned and Controlled by, MPC Partnership Holdings LLC (“Affiliate Transferor”) controlled by NHIOP to one or more of Affiliate Transferor’s its Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (Ai) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Review Fee. (Bii) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (Ciii) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with If as a result of the Affiliate Transfer. (D) , NHIOP will no longer Control the Borrower and instead the Affiliate that is the transferee will Control the Borrower, then Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standardsstandards for seniors housing properties. (Eiv) After Immediately after the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (Fv) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (Gvi) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (vii) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. (Jviii) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to LenderLender and to the Rating Agencies, with regard to nonconsolidation. (ix) Lender receives confirmation acceptable to Lender that (A) the requirements of Section 6.13 continue to be satisfied, and (B) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (x) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development.

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower or any Designated Entities for Transfers held by, or by an entity owned and Controlled byby CNL Growth Properties, MPC Partnership Holdings LLC Inc., a Maryland corporation (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Review Fee. (B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development.. Rider to Multifamily Loan and Security Agreement Affiliate Transfer Page 1 (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation.

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by, or by an entity owned and Controlled byby Independence Realty Trust, MPC Partnership Holdings LLC Inc. (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (D) In the event of an Affiliate Transfer of 25% or more of the direct or indirect interests in Borrower, Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation. B. The following definition is added to Article XII:

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower or any Designated Entity for Transfer held by, or by an entity owned and Controlled byby Inland Residential Properties Trust, MPC Partnership Holdings LLC Inc. (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate TransferTransfer and, if required by Lender, the Loan Agreement is amended to revise Exhibit H to reflect the post-Affiliate Transfer organizational chart. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer.. Rider to Multifamily Loan and Security Agreement Affiliate Transfer Page 1 (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Developmentany Prohibited Parties List. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation. (K) Borrower either (1) certifies that there are no Non-US Equity Holders, or (2) delivers to Lender searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List. (L) Borrower and Guarantor execute such additional documents as Lender may require to evidence the Affiliate Transfer. B. The following definition is added to Article XII:

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by, or by an entity wholly-owned and Controlled by, MPC Partnership controlled by Bluerock Enhanced Multifamily Holdings LLC (“Affiliate Transferor”) LP to one or more of Affiliate Transferor’s its Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied: (Ai) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Review Fee. (Bii) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer. (Diii) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards. (Eiv) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable. (Fv) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer. (Gvi) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender will not be entitled to collect a Transfer Fee as the result of in connection with the Affiliate Transfer. (Hvii) Lender receives confirmation acceptable to Lender that (1) At the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence time of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior Transfer, Borrower pays a $25,000 Transfer Fee to the Maturity DateLender. (I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. (Jviii) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to LenderLender and to the Rating Agencies, with regard to nonconsolidation. (ix) If required by Lender, Lender receives confirmation acceptable to Lender that the requirements of Section 6.13 continue to be satisfied. (x) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. B. The following definition is added to Article XII: