Common use of Lender Approval Clause in Contracts

Lender Approval. Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfer, (d) approving substitute guarantors, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequired), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's decision As a Closing Contingency to approve the Subsequent Closing Date, the Partnership shall have obtained, on commercially reasonable terms consistent with the Loan Documents, approval from the Lender for the transfer of the Interests contemplated by this Agreement, and any Transfer proposed changes in property management and/or guarantors which may be required by Borrower the Lender or the Loan Documents in connection therewith (the “Lender Approval”). The “Lender Approval” shall be made in Lender's sole discretion and Lender shall not be obligated deemed to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, include (a) no Event the satisfactory completion by the Lender of Defaultall diligence investigations, or an event which with the giving of notice or lapse of time or both could become an Event of Defaultinspections and tests, has occurred and is continuing, (b) the full negotiation and final approval for signature of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, Lender Approval Documents (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfer, (d) approving substitute guarantors, (e) assumption in writing (acceptable to Lender in its sole discretionas defined below) by the transferee and a Partnership, the Contributed Entity, the Property Owner, the Contributors (if required), the Lender and, if applicable, the guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution any other entities required by the Lender to be a party to the Lender Approval Documents. Promptly after the Effective Date, the Partnership and delivery the Contributors will jointly apply to the Lender for the Lender Approval, and shall use their respective commercially reasonable efforts to obtain the Lender Approval prior to the Subsequent Closing Date. The parties hereto agree to cooperate with and to take all reasonable action to facilitate the receipt of the Lender Approval, however, the Partnership shall be solely responsible to pay to the Lender any and all Loan Assumption Costs, required in connection with the Lender Approval (other than the Contributors’ legal fees to review the Lender Approval Documents). The Partnership and the Contributors shall execute and deliver at the Subsequent Closing, such other documentation as may be consent and approval documents and agreements required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing the Lender Approval, in form and documenting a Transfer content reasonably satisfactory to Partnership and the Contributors’ Representative (includingthe “Lender Approval Documents”). In the event that the Contributors or the Partnership fail to execute and deliver the Lender Approval Documents or the Lender fails to give the Lender Approval, without limitationeither the Contributors or the Partnership shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination). Promptly after the Effective Date, the costs of obtaining Rating Confirmations ifrequired)Partnership shall apply to the Lender for the Lender Approval and use good faith efforts to obtain the Lender Approval from the Lender prior to the Subsequent Closing Date; provided, which amounts must be paid by Borrower whether or not however, so long as the proposed Transfer is approved. Upon Borrower's Partnership complies with its obligations under this Section 4.2, in no event shall Partnership have any liability for its failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, obtain the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the LoanLender Approval.

Lender Approval. Except as otherwise provided in this Section 10.02, Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Notwithstanding the foregoing, Lender will not unreasonably withhold its consent one (1) time during the term of the Loan to a transfer or sale (but not a pledge, mortgage, assignment, encumbrance or other transfer as security for an obligation) of the Property and Borrower’s obligations under the Loan Documents to a Qualified Transferee, provided Borrower satisfies all of the conditions set forth in this Section 10.02. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one one-half of one percent (0.50.50%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving replacing the Guarantors with substitute guarantorsguarantors reasonably acceptable to Lender, (ev) assumption in writing (by the transferee and a guarantor acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) discretion of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation nonconsolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s reasonable expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequiredif required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan. Lender acknowledges that Macquarie Infrastructure Company, Inc. (“MIC”), which is the parent of Macquarie Americas Parking Corporation (“MAPC”), which is the parent of PCAA Parent, LLC, is currently engaged in negotiations to obtain a credit facility from Credit Suisse, Cayman Islands Branch, Citigroup Global Markets Inc., Mxxxxxx Lxxxx Capital Corporation and/or Macquarie Bank Limited and/or one or more comparable lending institutions (“Creditors”) and may in the future seek other credit facilities from other comparable financial institutions (“Credit Facilities”). Notwithstanding any provision of this Agreement to the contrary, Lender consents to MIC’s proposed pledge of its equity interest in MAPC to the Creditors to secure any one or more such Credit Facilities, which consent does not include any transfer of MIC’s equity interest in MAPC to the Creditors pursuant to any enforcement of such pledge or otherwise.

Lender Approval. Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as if required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequiredif required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower for which approval is required shall be made in Lender's sole ’s reasonable discretion and upon Lender’s receipt of a Rating Agency Confirmation at Lender’s reasonable request. Lender shall not be obligated to approve any TransferTransfer following Securitization without a Rating Confirmation. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty (which may result in the release of the Marriott Guarantor and/or the CNL Guarantor, as applicable, from their obligations under the Guaranty pursuant to Section 3.12(c) of the Guaranty, provided Lender receives a Substitute Guaranty (as defined in the Guaranty) from a Substitute Guarantor (as defined in the Guaranty) approved by Lender pursuant to Section 3.12(a) of the Guaranty), (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax nonconsolidation opinion and other applicable opinions as reasonably required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurredConfirmations. Borrower agrees to pay all of Lender's ’s actual, reasonable expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequiredif required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (d) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinionopinion (if one was required at the closing of the Loan), a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequiredif required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. With respect to the Loan, commencing on the Effective Date Seller and Purchaser shall expeditiously, diligently and in good faith cooperate with each other and make application to the Lender for Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) ’s approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfer, (d) approving substitute guarantors, (e) assumption in writing (acceptable to Lender in its sole discretion) transactions contemplated by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (this Agreement including, without limitation, the costs conveyance of obtaining Rating Confirmations ifrequiredthe ELPF TIC Interest to Purchaser subject to the Loan (the “Lender Approval”), which amounts must be paid and shall supply such information and documentation as the Lender shall require in connection with the Lender’s underwriting criteria. Lender Approval shall include Lender, Seller and Purchaser executing an assumption agreement (the “Assumption Agreement”) in form and substance reasonably required by Borrower whether or not Lender; provided however that the proposed Transfer is approved. Upon Borrower's failure Assumption Agreement shall provide that (a) with respect to pay such amountsany non-recourse carve-outs (the “Carve Outs”), Seller and Xxxxx, on the one hand, and Purchaser and Excelsior LaSalle Property Fund, Inc. (“Excelsior”), on the other hand, shall be severally liable for any non-recourse liabilities first arising from and after the Closing based on their respective percentage ownership of title in addition and to Lender's remedies the Property, (b) Purchaser and Excelsior shall not be liable for Borrower's failure any obligations or liabilities arising prior to performthe Closing; provided, however, if Lender does not approve the foregoing, then Xxxxx shall indemnify Purchaser and Excelsior from and against any such obligations and liabilities with respect to the Carve Outs arising prior to the Closing, which indemnity shall survive Closing if clause (b) is not included in the Assumption Agreement, and (c) such additional modifications as set forth in the MetLife Letters (collectively, the unpaid amounts “Loan Assumption Conditions Precedent”). In conjunction with the Lender Approval, Seller shall be added pay to principal, shall bear interest at the Default Rate until paid in fullLender such transfer fees and costs and expenses charged by the Lender related to the assumption or transfer of the Original Loan as contemplated herein (including Lender’s attorneys’ fees), and payment of Purchaser shall pay to the Lender such amounts shall be secured transfer fees and costs and expenses charged by the Security Instrument Lender related to the New Loan (including Lender’s attorneys’ fees). Notwithstanding anything herein to the contrary, if any Loan Assumption Conditions Precedent are not approved by Lender solely as a result of ownership of the Property pursuant to a tenancy-in-common ownership structure and other collateral given Purchaser using a qualified exchange intermediary for purposes of completing a reverse 1031 exchange, then at Closing Seller and Purchaser shall each contribute their TIC Interest to secure that certain limited liability company to be created pursuant to the Loanlimited liability company agreement annexed hereto as Exhibit “C” (the “LLC Agreement”), and Seller and Purchaser shall execute the LLC Agreement.

Lender Approval. (a) Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable multifamily properties, (ciii) payment of an assumption fee (i) equal to one one-half of one percent (0.5( 1⁄2%) of the outstanding principal balance of the Loan for Loan, (iv) adding guarantors or changing the first such Transfer and (ii) equal to one percent (1%) scope of the outstanding principal balance of the Loan for each subsequent transferGuaranty, (d) approving substitute guarantors, (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) if applicable, obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequiredif required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan. (b) Notwithstanding the foregoing, Lender will consent one (1) time during the term of the Loan to a transfer or sale (but not a pledge, mortgage, assignment, encumbrance or other transfer as security for an obligation) of the Equity Interests in Borrower (or any owner of Borrower) provided (w) the Mezzanine Loan has been repaid in full, (x) Borrower satisfies conditions (i), (vi) and (viii) set forth in Section 10.02(a), (y) the transferee is a Qualified Transferee, and (z) Xxxxxx Xxxxxxx, or Xxxxxx Xxxxxxx and Xxxxxx Xxxx directly or indirectly maintains control of the management of Borrower and not less than a 10% equity interest in Borrower. Borrower agrees to supply all information Lender may request to confirm that the Transfer complies with the requirements of this Section 10.02(b). Any such Transfer shall be without fee and with payment of Lender’s out-of-pocket costs incurred in connection with reviewing the Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (d) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequiredif required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event of DefaultofDefault, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfer, (d) approving substitute guarantors, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequiredif required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower for which approval is required shall be made in Lender's sole ’s reasonable discretion and upon Lender’s receipt of a Rating Agency Confirmation at Lender’s reasonable request. Lender shall not be obligated to approve any TransferTransfer following Securitization without a Rating Confirmation. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event of Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty (which may result in the release of the Marriott Guarantor and/or the CNL Guarantor, as applicable, from their obligations under the Guaranty pursuant to Section 3.12(c) of the Guaranty, provided Lender receives a Substitute Guaranty (as defined in the Guaranty) from a Substitute Guarantor (as defined in the Guaranty) approved by Lender pursuant to Section 3.12(a) of the Guaranty), (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and/or Mortgage Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax nonconsolidation opinion and other applicable opinions as reasonably required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations and (ix) if a Securitization applicable, that such Transfer has occurredbeen approved under the Mortgage Loan Documents and all conditions set forth in the Mortgage Loan Documents relating thereto have been satisfied. Borrower agrees to pay all of Lender's ’s actual, reasonable expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations ifrequiredif required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument Pledge Agreement and other collateral given to secure the Loan.