Common use of Loan Assumption Clause in Contracts

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

Loan Assumption. Provided no Event of Default is then continuingWithout limiting the foregoing, Mortgage Borrower and Operating Lessee shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Property only if if: (a) after giving effect to the proposed transaction (i) transaction: the Properties Property will be owned by one or more a Single Purpose Entities Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Permitted Borrower Transferee or a Alternative, Pre-approved Transferee or such other entity (specifically approved in writing by both Lender and each Rating Agency) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.29 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction); such Single Purpose Entity shall have executed and delivered to Mezzanine Lender an assumption agreement and such other agreements as Lender may reasonably request (collectively, the “Assumption Agreement”) in form and substance acceptable to Mezzanine Lender, evidencing the proposed transferee’s agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Permitted Borrower Transferee Alternative, Pre-approved Transferee or such other approved entity shall assume the obligations of Sponsor under the Loan Documents (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Permitted Borrower Transferee Alternative, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Lender, such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (i) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; and (ii) no Event of Default shall have occurred and be continuing; (b) the Assumption Agreement shall state the applicable transferee’s agreement to abide by and be bound by the terms in the Note (or such other promissory notes to be executed by the transferee, such other promissory note or notes to be on the same terms as the Note), the Security Instrument, this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the terms hereof) and such other Loan Documents (or other loan documents to be delivered by such transferee, which shall contain terms substantially identical to the terms of the applicable Loan Documents) whenever arising, and Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Lender; (c) following execution of a contract for the sale of the Property and not less than thirty (30) days prior to the expected date of such proposed sale, Borrower shall submit notice of such sale to Lender. Any Borrower shall submit to Lender, not less than ten (10) days prior to the expected date of such assumption of sale, the Loan Assumption Agreement for execution by Lender. Such documents shall be conditioned uponin a form appropriate for the jurisdiction in which the Property is located and shall be reasonably satisfactory to Lender. In addition, among Borrower shall provide all other thingsdocumentation Lender reasonably requires to be delivered by Borrower in connection with such assumption, together with an Officer’s Certificate certifying that (i) the delivery assumption to be effected will be effected in compliance with the terms of financial information, including, without limitation, audited financial statements, for such purchaser this Agreement and the direct and indirect owners such purchaser, (ii) will not impair or otherwise adversely affect the delivery validity or priority of evidence the Lien of the Security Instrument; (d) prior to any such transaction, the proposed transferee shall deliver to Lender an Officer’s Certificate stating that (x) such transferee is not an “employee benefit plan” within the purchaser meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (e) if the transfer is to (i) an entity other than a Single Purpose Entity wholly owned directly or indirectly by one or more Pre-approved Transferees, Permitted Borrower Transferees or Permitted Borrower Transferee Alternatives, a Rating Agency Confirmation shall have been received in respect of such proposed transfer (or, if the proposed transfer shall occur prior to a Securitization, such transfer shall be subject to Lender’s consent in its sole discretion) and is not (ii) a Disqualified TransfereePermitted Borrower Transferee Alternative, such transfer shall be subject to Lender’s prior written consent in its reasonable discretion; (iiif) the execution terms of Section 8.6 shall be complied with and delivery Borrower shall cause the transferee to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of S&P and any other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein; and (g) Lender shall have received the payment of, or reimbursement for, all documentation reasonably requested reasonable costs and expenses incurred by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser Lender and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser (and any additional pledgors and the continued enforceability of the Loan Documents servicer in connection with a Securitization) in connection therewith (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumptiondisbursements).

Loan Assumption. Provided no Event of Default is then continuingWithout limiting the foregoing, Mortgage Borrower and Operating Lessee shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Property only if if: (a) after giving effect to the proposed transaction (i) transaction: the Properties Property will be owned by one or more a Single Purpose Entities Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Permitted Borrower Transferee or a Alternative, Pre-approved Transferee or such other entity (specifically approved in writing by both Lender and each Rating Agency) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.29 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction); such Single Purpose Entity shall have executed and delivered to Mezzanine Lender an assumption agreement and such other agreements as Lender may reasonably request (collectively, the “Assumption Agreement”) in form and substance acceptable to Mezzanine Lender, evidencing the proposed transferee’s agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Permitted Borrower Transferee Alternative, Pre-approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Permitted Borrower Transferee Alternative, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Lender, such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (i) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; and (ii) no Event of Default shall have occurred and be continuing; (b) the Assumption Agreement shall state the applicable transferee’s agreement to abide by and be bound by the terms in the Note (or such other promissory notes to be executed by the transferee, such other promissory note or notes to be on the same terms as the Note), the Security Instrument, this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the terms hereof) and such other Loan Documents (or other loan documents to be delivered by such transferee, which shall contain terms substantially identical to the terms of the applicable Loan Documents) whenever arising, and Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Lender; (c) following execution of a contract for the sale of the Property and not less than thirty (30) days prior to the expected date of such proposed sale, Borrower shall submit notice of such sale to Lender. Any Borrower shall submit to Lender, not less than ten (10) days prior to the expected date of such assumption of sale, the Loan Assumption Agreement for execution by Lender. Such documents shall be conditioned uponin a form appropriate for the jurisdiction in which the Property is located and shall be reasonably satisfactory to Lender. In addition, among Borrower shall provide all other thingsdocumentation Lender reasonably requires to be delivered by Borrower in connection with such assumption, together with an Officer’s Certificate certifying that (i) the delivery assumption to be effected will be effected in compliance with the terms of financial information, including, without limitation, audited financial statements, for such purchaser this Agreement and the direct and indirect owners such purchaser, (ii) will not impair or otherwise adversely affect the delivery validity or priority of evidence the Lien of the Security Instrument; (d) prior to any such transaction, the proposed transferee shall deliver to Lender an Officer’s Certificate stating that (x) such transferee is not an “employee benefit plan” within the purchaser meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (e) if the transfer is to (i) an entity other than a Single Purpose Entity wholly owned directly or indirectly by one or more Pre-approved Transferees, Permitted Borrower Transferees or Permitted Borrower Transferee Alternatives, a Rating Agency Confirmation shall have been received in respect of such proposed transfer (or, if the proposed transfer shall occur prior to a Securitization, such transfer shall be subject to Lender’s consent in its sole discretion) and is not (ii) a Disqualified TransfereePermitted Borrower Transferee Alternative, such transfer shall be subject to Lender’s prior written consent in its reasonable discretion; (iiif) the execution terms of Section 8.6 shall be complied with and delivery Borrower shall cause the transferee to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of S&P and any other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein; and (g) Lender shall have received the payment of, or reimbursement for, all documentation reasonably requested reasonable costs and expenses incurred by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser Lender and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser (and any additional pledgors and the continued enforceability of the Loan Documents servicer in connection with a Securitization) in connection therewith (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumptiondisbursements).

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Mezzanine Borrower shall have the one time right right, with the prior written consent of Mezzanine Lender, to cause Mortgage Borrower to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Property only if after giving effect to the proposed transaction (i) the Properties Property will be owned by one or more a Single Purpose Entities Entity wholly owned by a Permitted Transferee or a Pre-approved Qualified Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners of such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Mezzanine Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to each of the Title Policy Policies in form and substance acceptable to Mezzanine Mortgage Lender, insuring the lien of the Security InstrumentInstruments, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-out of pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

Loan Assumption. Provided no Event of Default is then continuingWithout limiting the foregoing, Mortgage Mezzanine Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Collateral only if Mortgage Borrower and Operating Lessee simultaneously exercise their right to transfer the Property pursuant to Section 8.5 of the Loan Agreement (Mortgage) and: (a) after giving effect to the proposed transaction transaction: (i) the Properties Mezzanine Borrower will be owned by one or more a Single Purpose Entities Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Permitted Borrower Transferee or a Alternative, Pre-approved Transferee or such other entity (specifically approved in writing by Mezzanine Lender) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.20 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction), and which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by agreements as Mezzanine Lender or requested by may reasonably request (collectively, the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine“Assumption Agreement”) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring evidencing the lien proposed transferee’s agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Mezzanine Note and the other Loan Documents (Mezzanine) and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Permitted Borrower Transferee Alternative, Pre-Approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (Mezzanine) (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Permitted Borrower Transferee Alternative, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Mezzanine Lender such legal opinions and title insurance endorsements as may be reasonably requested by Mezzanine Lender; (ii) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (iii) no Event of Default shall have occurred and be continuing; and (iv) Mezzanine Borrower shall have caused (i) the transferee to execute and deliver to Mezzanine Lender a fully executed counterpart to the Pledge, pledging all of such transferee’s direct equity interests in Mortgage Borrower to Mezzanine Lender as additional collateral for the Loan and (ii) the ultimate parent(s) of such transferee to execute and deliver to Mezzanine Lender a fully executed counterpart to the Recourse Guaranty (Mezzanine) and Environmental Indemnity (Mezzanine), together with a legal opinion from such transferee’s counsel reasonably satisfactory to Mezzanine Lender with respect to the due execution, delivery, authority, enforceability and perfection (solely with respect to the Pledge) of the Security InstrumentPledge, Recourse Guaranty (Mezzanine) and Environmental Indemnity (Mezzanine). (b) the Assumption Agreement shall state the applicable transferee’s agreement to abide by and be bound by the terms in the Mezzanine Note (or such other promissory notes to be executed by the transferee, such other promissory note or notes to be on the same terms as the Mezzanine Note), this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the terms hereof) and such other Loan Documents (Mezzanine) (or other loan documents to be delivered by such transferee, which shall contain terms substantially identical to the terms of the applicable Loan Documents (Mezzanine)) whenever arising, and Mezzanine Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Mezzanine Lender; (c) following execution of a contract for the sale of the Property and not less than thirty (30) days prior to the expected date of such proposed sale, Mezzanine Borrower shall submit notice of such sale to Mezzanine Lender. Mezzanine Borrower shall submit to Mezzanine Lender, not less than ten (10) days prior to the expected date of such sale, the Assumption Agreement for execution by Mezzanine Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Collateral is located and shall be reasonably satisfactory to Mezzanine Lender. In addition, Mezzanine Borrower shall provide all other documentation Mezzanine Lender reasonably requires to be delivered by Mezzanine Borrower in connection with such assumption, together with an Officer’s Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Pledge (or replacement pledge agreements, as assumedapplicable); (d) prior to any such transaction, the proposed transferee shall deliver to Mezzanine Lender an Officer’s Certificate stating that (x) such transferee is not an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject only to the Permitted Encumbrances Title I of ERISA or any other Similar Law and (viy) the payment underlying assets of all the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (e) if the transfer is to (i) an entity other than Single Purpose Entity wholly owned directly or indirectly by one or more Pre-approved Transferees, Permitted Borrower Transferees or Permitted Borrower Transferee Alternatives, such transfer shall be subject to Mezzanine Lender’s consent in its sole discretion and (ii) a Permitted Borrower Transferee Alternative, such transfer shall be subject to Mezzanine Lender’s prior written consent in its reasonable out-discretion; (f) the terms of Section 8.6 shall be complied with and Mezzanine Borrower shall cause the transferee to deliver to Mezzanine Lender its organizational documents solely for the purpose of Mezzanine Lender confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein; and (g) Mezzanine Lender shall have received the payment of-pocket fees, or reimbursement for, all reasonable costs and expenses, expenses incurred by Mezzanine Lender (and any Servicer) in connection therewith (including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumptiondisbursements).

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

Loan Assumption. Provided Upon receipt of Lender’s prior written consent (which consent shall not be unreasonably withheld or delayed) and provided no Event of Default is then continuing, Mortgage Borrower shall have (or in the one time right to case of the Maryland Property, Maryland Loan Guarantor) may sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Individual Properties only if if, after giving effect to the proposed transaction (i) transaction, the Individual Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Qualified Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Qualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine LenderLender or, if applicable, requested by the Rating Agencies, (iv) the delivery of Opinions of Counsel requested by Mezzanine LenderLender or the Rating Agencies, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions Opinions of Counsel with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine LenderLender or, if applicable, the Rating Agencies, (v) the delivery of a mezzanine an endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and Encumbrances, (vi) the payment of (A) all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption, (B) any fees of the Rating Agencies and (C) an assumption fee in the amount of $200,000 and (vii) if the Loan is the subject of a Securitization, delivery of a Rating Agency Confirmation with respect to such assumption.

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect Notwithstanding anything to the proposed transaction (i) contrary contained herein, in the Properties will event that any Qualified Successor Borrower purchases the Property from Borrower, such Transfer shall be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed permitted hereunder and delivered such Qualified Successor Borrower may assume Borrower's obligations under the Loan without Lender's consent, subject to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lenderthe provisions of this Section 8.7. Any such Transfer or assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of such evidence as Lender may reasonably request to establish that the purchaser of the Property is a Qualified Successor Borrower (including, if applicable, financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser), (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified TransfereeEntity, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel reasonably requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances or, if such endorsement is not available in the State, a letter from the Title Company certifying that the Transfer to the Qualified Successor Borrower does not affect the validity of the Title Policy or the priority of the Lien of the Security Instrument on the Property, (vi) in the event that the Existing Citibank Lease is no longer in effect, a Qualified Manager shall continue to manage the Property after such Transfer and (vivii) the payment of an assumption fee equal to one-tenth (1/10th) of one percent (0.10%) of the Principal Amount. In connection with any assumption of the Loan which is permitted under this Section 8.7, Guarantor shall be released from its obligations under the Recourse Guaranty, provided that a successor principal that is either a Permitted Owner or another creditworthy entity reasonably satisfactory to Lender and, if the Loan is the subject of a Securitization, the Rating Agencies, assumes all of Mezzanine the obligations of Guarantor thereunder with respect to events occurring on or after such assumption (it being agreed, however, that such Guarantor shall remain liable under the Recourse Guaranty to the extent of any events occurring prior to such assumption) pursuant to a written assumption agreement and other documentation reasonably satisfactory to Lender and, if the Loan is the subject of a Securitization, the Rating Agencies. Upon the execution and delivery of such written assumption and other documentation, such successor principal shall be deemed to be the "Guarantor" for all purposes of this Agreement and the other Loan Documents, but the foregoing shall not limit the right of the initially named Guarantor hereunder to constitute a Permitted Owner. Provided no Event of Default has occurred and is continuing, Lender shall execute, at Borrower's sole cost and expense, all documents reasonably requested to evidence such release of the prior Guarantor as provided above. In addition, Borrower shall pay, within thirty (30) days after the delivery by Lender to Borrower of an invoice therefor, all of Lender’s reasonable out-of-pocket fees, 's third party processing costs and expenses, (including, without limitation, reasonable attorneys’ ' fees and costs, ) actually incurred by Mezzanine Lender in connection with such assumption, which invoice shall be accompanied with such additional information which may be reasonably required to establish same.

Loan Assumption. Provided no Event of Default is then continuingWithout limiting the foregoing, Mortgage Borrower Borrower, Prime Lessee and Operating Lessee shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Property only if if: (a) after giving effect to the proposed transaction (i) transaction: the Properties Property will be owned by one or more a Single Purpose Entities Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee, Permitted Borrower Transferee or a Alternative, Pre-approved Transferee or such other entity (specifically approved in writing by both Lender and each Rating Agency) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.29 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction); such Single Purpose Entity shall have executed and delivered to Mezzanine Lender an assumption agreement and such other agreements as Lender may reasonably request (collectively, the “Assumption Agreement”) in form and substance acceptable to Mezzanine Lender, evidencing the proposed transferee’s agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Permitted Borrower Transferee Alternative, Pre-approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Permitted Borrower Transferee Alternative, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Lender, such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (i) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; and (ii) no Event of Default shall have occurred and be continuing; (b) the Assumption Agreement shall state the applicable transferee’s agreement to abide by and be bound by the terms in the Note (or such other promissory notes to be executed by the transferee, such other promissory note or notes to be on the same terms as the Note), the Security Instrument, this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the terms hereof) and such other Loan Documents (or other loan documents to be delivered by such transferee, which shall contain terms substantially identical to the terms of the applicable Loan Documents) whenever arising, and Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Lender; (c) following execution of a contract for the sale of the Property and not less than thirty (30) days prior to the expected date of such proposed sale, Borrower shall submit notice of such sale to Lender. Any Borrower shall submit to Lender, not less than ten (10) days prior to the expected date of such assumption of sale, the Loan Assumption Agreement for execution by Lender. Such documents shall be conditioned uponin a form appropriate for the jurisdiction in which the Property is located and shall be reasonably satisfactory to Lender. In addition, among Borrower shall provide all other thingsdocumentation Lender reasonably requires to be delivered by Borrower in connection with such assumption, together with an Officer’s Certificate certifying that (i) the delivery assumption to be effected will be effected in compliance with the terms of financial information, including, without limitation, audited financial statements, for such purchaser this Agreement and the direct and indirect owners such purchaser, (ii) will not impair or otherwise adversely affect the delivery validity or priority of evidence the Lien of the Security Instrument; (d) prior to any such transaction, the proposed transferee shall deliver to Lender an Officer’s Certificate stating that (x) such transferee is not an “employee benefit plan” within the purchaser meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other Similar Law and (y) the underlying assets of the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (e) if the transfer is to (i) an entity other than a Single Purpose Entity wholly owned directly or indirectly by one or more Pre-approved Transferees, Permitted Borrower Transferees or Permitted Borrower Transferee Alternatives, a Rating Agency Confirmation shall have been received in respect of such proposed transfer (or, if the proposed transfer shall occur prior to a Securitization, such transfer shall be subject to Lender’s consent in its sole discretion) and is not (ii) a Disqualified TransfereePermitted Borrower Transferee Alternative, such transfer shall be subject to Lender’s prior written consent in its reasonable discretion; (iiif) the execution terms of Section 8.6 shall be complied with and delivery Borrower shall cause the transferee to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of S&P and any other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein; (g) Lender shall have received the payment of, or reimbursement for, all documentation reasonably requested reasonable costs and expenses incurred by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser Lender and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser (and any additional pledgors and the continued enforceability of the Loan Documents servicer in connection with a Securitization) in connection therewith (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by disbursements); and (h) The Mezzanine Lender Borrower shall simultaneously exercise its right to transfer the “Collateral” (as defined in connection the Mezzanine Loan) pursuant to and in accordance with such assumptionSection 8.5 of each Mezzanine the Loan Agreement.

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right right, with the prior written consent of Lender, to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Property only if after giving effect to the proposed transaction (i) the Properties Property will be owned by one or more a Single Purpose Entities Entity wholly owned by a Permitted Transferee or a Pre-approved Qualified Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners of such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to each of the Title Policy Policies in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security InstrumentInstruments, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Mezzanine Borrower shall have the one time right right, with the prior written consent of Mezzanine Lender, to cause Mortgage Borrower to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Property only if after giving effect to the proposed transaction (i) the Properties Property will be owned by one or more an entity (the “New Property Owner”) which is a Single Purpose Entities Entity wholly owned by a Permitted Transferee or Qualified Transferee; the direct owner of such New Property Owner shall be a Pre-approved Transferee which Single Purpose Entity and shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender to assume the Mezzanine Loan and pledge all the equity interests in such New Property Owner to Mezzanine Lender. Any such assumption of the Mezzanine Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners of such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Mezzanine Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to each of the Title Policy in form and substance acceptable to Mezzanine Lender, Policies insuring the lien of the Security InstrumentInstruments, as assumed, subject only to the Permitted Encumbrances Encumbrances, in form and substance reasonably acceptable to Mezzanine Lender; (vi) delivery of a new “UCC 9” title policy in favor of Mezzanine Lender, its successors and assigns, with such mezzanine endorsements in favor of Lender as Mezzanine Lender reasonably requires, in form and substance reasonably acceptable to Mezzanine Lender, and (vivii) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

Loan Assumption. Provided no Event of Default is then continuingWithout limiting the foregoing, Mortgage Mezzanine Borrower and Operating Lessee shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Collateral only if Mortgage Borrower and Operating Lessee simultaneously exercise their right to transfer the Property pursuant to Section 8.5 of the Loan Agreement (Mortgage) and: (a) after giving effect to the proposed transaction transaction: (i) the Properties Mezzanine Borrower will be owned by one or more a Single Purpose Entities Entity wholly owned (directly or indirectly) by a Permitted Transferee or a Borrower Transferee, Pre-approved Transferee or such other entity (specifically approved in writing by Mezzanine Lender) which will be in compliance with the representations, warranties and covenants contained in Section 4.1.20 hereof (as if such transferee shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the proposed transaction), and which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by agreements as Mezzanine Lender or requested by may reasonably request (collectively, the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (MezzanineAssumption Agreement) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring evidencing the lien proposed transferee's agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Mezzanine Note and the other Loan Documents (Senior Mezzanine) and all other outstanding obligations under the Loan; the Permitted Borrower Transferee, Pre-Approved Transferee or such other approved entity shall assume the obligations of Guarantor under the Loan Documents (Mezzanine) (and such Single Purpose Entity and the applicable Permitted Borrower Transferee, Pre-approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article VIII), and the transferee shall cause to be delivered to Mezzanine Lender such legal opinions and title insurance endorsements as may be reasonably requested by Mezzanine Lender; (ii) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (iii) no Event of Default shall have occurred and be continuing; and (iv) Mezzanine Borrower shall have caused (i) the transferee to execute and deliver to Mezzanine Lender a fully executed counterpart to the Pledge, pledging all of such transferee's direct equity interests in Mortgage Borrower to Mezzanine Lender as additional collateral for the Loan and (ii) the ultimate parent(s) of such transferee to execute and deliver to Mezzanine Lender a fully executed counterpart to the Recourse Guaranty (Senior Mezzanine) and Environmental Indemnity (Senior Mezzanine), together with a legal opinion from such transferee's counsel reasonably satisfactory to Mezzanine Lender with respect to the due execution, delivery, authority, enforceability and perfection (solely with respect to the Pledge) of the Security InstrumentPledge, Recourse Guaranty (Senior Mezzanine) and Environmental Indemnity (Senior Mezzanine). (b) the Assumption Agreement shall state the applicable transferee's agreement to abide by and be bound by the terms in the Mezzanine Note (or such other promissory notes to be executed by the transferee, such other promissory note or notes to be on the same terms as the Mezzanine Note), this Agreement (or such other loan agreement to be executed by such transferee, which shall contain terms substantially identical to the terms hereof) and such other Loan Documents (Senior Mezzanine) (or other loan documents to be delivered by such transferee, which shall contain terms substantially identical to the terms of the applicable Loan Documents (Senior Mezzanine)) whenever arising, and Mezzanine Borrower, and/or such transferee shall deliver such legal opinions and title insurance endorsements as may reasonably be requested by Mezzanine Lender; (c) following execution of a contract for the sale of the Property and not less than thirty (30) days prior to the expected date of such proposed sale, Mezzanine Borrower shall submit notice of such sale to Mezzanine Lender. Mezzanine Borrower shall submit to Mezzanine Lender, not less than ten (10) days prior to the expected date of such sale, the Assumption Agreement for execution by Mezzanine Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Collateral is located and shall be reasonably satisfactory to Mezzanine Lender. In addition, Mezzanine Borrower shall provide all other documentation Mezzanine Lender reasonably requires to be delivered by Mezzanine Borrower in connection with such assumption, together with an Officer's Certificate certifying that (i) the assumption to be effected will be effected in compliance with the terms of this Agreement and (ii) will not impair or otherwise adversely affect the validity or priority of the Lien of the Pledge (or replacement pledge agreements, as assumedapplicable); (d) prior to any such transaction, the proposed transferee shall deliver to Mezzanine Lender an Officer's Certificate stating that (x) such transferee is not an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject only to the Permitted Encumbrances Title I of ERISA or any other Similar Law and (viy) the payment underlying assets of all the proposed transferee do not constitute assets of any such employee benefit plan for purposes of ERISA or any Similar Law; (e) if the transfer is to (i) an entity other than a Pre-approved Transferee or a Permitted Borrower Transferee, such transfer shall be subject to Mezzanine Lender's consent in its sole discretion, and (ii) a Permitted Borrower Transferee, such transfer shall be subject to Mezzanine Lender's prior written consent in its reasonable discretion; (f) the terms of Section 8.6 shall be complied with and Mezzanine Borrower shall cause the transferee to deliver to Mezzanine Lender its organizational documents solely for the purpose of Mezzanine Lender’s Lender confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein; and (g) Mezzanine Lender shall have received the payment of, or reimbursement for, all reasonable out-of-pocket fees, costs and expenses, expenses incurred by Mezzanine Lender (and any Servicer) in connection therewith (including, without limitation, reasonable attorneys’ ' fees and costs, actually incurred by disbursements). (h) Each of the Intermediate Mezzanine Lender Borrower and Junior Mezzanine Borrower shall simultaneously exercise its right to transfer the "Collateral" (as defined in connection the Mezzanine Loan) pursuant to and in accordance with such assumptionSection 8.5 of each Mezzanine the Loan Agreement).

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Mezzanine Borrower shall have the one time right right, with the prior written consent of Mezzanine Lender, to cause Mortgage Borrower to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Property only if after giving effect to the proposed transaction (i) the Properties Property will be owned by one or more an entity (the “New Property Owner”) which is a Single Purpose Entities Entity wholly owned by a Permitted Transferee or Qualified Transferee; the direct owner of such New Property Owner shall be a Pre-approved Transferee Single Purpose Entity and shall assume the First Mezzanine Loan and pledge all the equity interests in the New Property Owner to First Mezzanine Lender pursuant to an assumption agreement in form and substance acceptable to Mezzanine Lender, and such new First Mezzanine Borrower will be owned by a Single Purpose Entity which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender to assume the Mezzanine Loan and pledge all the equity interests in such new First Mezzanine Borrower to Mezzanine Lender. Any such assumption of the Mezzanine Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners of such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Mezzanine Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to each of the Title Policy in form and substance acceptable to Mezzanine Lender, Policies insuring the lien of the Security InstrumentInstruments, as assumed, subject only to the Permitted Encumbrances Encumbrances, in form and substance reasonably acceptable to Mezzanine Lender; (vi) delivery of a new “UCC 9” title policy in favor of Mezzanine Lender, its successors and assigns, with such mezzanine endorsements in favor of Lender as Mezzanine Lender reasonably requires, in form and substance reasonably acceptable to Mezzanine Lender, and (vivii) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Mezzanine Borrower shall have the one time right right, with the prior written consent of Mezzanine Lender, to cause Mortgage Borrower to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer less than all) of the Properties Property only if after giving effect to the proposed transaction (i) the Properties Property will be owned by one or more an entity (the “New Property Owner”) which is a Single Purpose Entities Entity wholly owned by a Permitted Qualified Transferee or which shall become the new First Mezzanine Borrower; the direct owner of such new First Mezzanine Borrower shall be a Pre-approved Transferee Single Purpose Entity, shall become the new Second Mezzanine Borrower and shall assume the Second Mezzanine Loan and pledge all the equity interests in the new First Mezzanine Borrower to Second Mezzanine Lender pursuant to an assumption agreement in form and substance acceptable to Mezzanine Lender; and such new Second Mezzanine Borrower will be owned by a Single Purpose Entity which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender to assume the Mezzanine Loan and pledge all the equity interests in such new Second Mezzanine Borrower to Mezzanine Lender. Any such assumption of the Mezzanine Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners of such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Mezzanine Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine an endorsement to each of the Title Policy in form and substance acceptable to Mezzanine Lender, Policies insuring the lien of the Security InstrumentInstruments, as assumed, subject only to the Permitted Encumbrances Encumbrances, in form and substance reasonably acceptable to Mezzanine Lender; (vi) delivery of a new “UCC 9” title policy in favor of Mezzanine Lender, its successors and assigns, with such mezzanine endorsements in favor of Lender as Mezzanine Lender reasonably requires, in form and substance reasonably acceptable to Mezzanine Lender, and (vivii) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

Loan Assumption. Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sellrequest Lender's consent, assignwhich consent shall not be unreasonably withheld, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) the assumption of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned Loan by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lenderproposed purchaser of the Property. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of a Rating Agency Confirmation, (ii) the delivery of financial information, including, without limitation, if available, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (iiiii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified TransfereeSPE Entity, (iiiiv) the execution and delivery of all documentation evidencing the loan assumption reasonably requested by Mezzanine Lender, (ivv) the delivery of Opinions of Counsel reasonably requested by Mezzanine Lender, including, without limitation, a Nonnon-Consolidation Opinion consolidation opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (vvi) the delivery of a mezzanine Guaranty of Recourse Obligations and Environmental Indemnity in substantially the form of the Recourse Guaranty and Environmental Indemnity, respectively, from an entity acceptable to Lender in its sole and absolute discretion (and if such entity is acceptable to Lender, Lender shall release the Guarantor from its obligations under the Loan Documents except for any obligations which first arose prior to the applicable transfer); (vii) the delivery of an endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances (or a letter from the Title Company confirming such matters in form acceptable to Lender in its sole but reasonable discretion), (viii) other than in connection with the first assumption of the Loan, the payment of an assumption fee equal to one percent (1%) of the Principal Amount (the ASSUMPTION FEE), (ix) all costs and expenses related to any assumption are to be paid by Borrower and (vix) the payment of all of Mezzanine Lender’s 's reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ ' fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.