Common use of Permitted Transfer of the Entire Property Clause in Contracts

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following a Securitization of the Loan, the right to convey the entire Property to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).

Permitted Transfer of the Entire Property. ‌ (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following a Securitization of the Loan, the right to (i) cause Owner to convey the entire Property to a new borrower (the “Transferee BorrowerOwner”) and have Transferee Borrower Owner assume all of Owner’s obligations under the Senior Loan Documents, (ii) have all of the Persons who own direct ownership interests in Transferee Owner (“Transferee Borrower”) assume all of Borrower’s obligations under the Loan Documents, Documents and (iii) have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Senior Loan Documents and Loan Documents from and after the date of such transfer ((i), (ii) and (iii) collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Owner and Transferee Borrower complies comply with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Owner shall be a newly formed Delaware single member limited liability company that is a “Special Purpose Bankruptcy Remote Entity” as defined in the Senior Loan Agreement and Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule VIV hereof; (iv) Transferee Owner and Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to LenderLender and, if applicable, replacement pledge agreements (substantially similar in content as the Pledge Agreement delivered as of the date hereof); (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor Guarantors on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower Guarantors on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Owner, Transferee Borrower and each Transferee Guarantor; (x) Each each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, in Transferee Borrower or any Person that Controls Control over Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Senior Loan); (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion)Loan; (xiii) Borrower shall cause to be delivered to Lender, Lender (x) an endorsement (to the UCC policy relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) Pledged Collateral or, if an endorsement cannot be issued, a new UCC policy relating to the Title Insurance Policy new collateral pledged under the replacement pledge agreement and (y) a mezzanine endorsement to the new owner’s title insurance policy, in each case in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Junior Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Junior Mezzanine LoanLoan or the New Junior Mezzanine Loan shall be repaid in full concurrently with such Transfer and Assumption; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Senior Loan)).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2Sections 4.2 and 4.3, Borrower Borrowers shall have, following the earlier to occur of (i) a Securitization of the LoanLoan and (ii) March 21, 2017, the right to convey the entire Property Properties to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s Borrowers’ obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has Borrowers have provided Lender with not less than sixty forty five (6045) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b))notice, which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum an equity ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidityliquidity (which net worth and liquidity shall be deemed satisfied if such net worth and liquidity satisfies the Guarantor Financial Covenants), is reasonably acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property Properties shall be managed and, if applicable, sub-managed, by an Unaffiliated a Qualified Manager Management Company or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable that would be satisfactory to Lendera prudent lender; (vii) Transferee Borrower shall have proposed one or more each replacement guarantors guarantor and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Approved Replacement Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor Guarantors on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower Guarantors on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) Approved Replacement Guarantors agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Approved Replacement Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Approved Replacement Guarantor; (x) Each satisfactory Patriot Act, OFAC and similar searches shall have been received by Lender with respect to (A) each Approved Replacement Guarantor, (B) Transferee Borrower, (C) any Person that will have Control of, Controls Transferee Borrower or a owns an equity interest in Borrower which equals or exceeds ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or and (D) any other Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transfereereasonably required by Lender in order for Lender to fulfill its then-current Patriot Act compliance guidelines; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Loan); (xii) counsel to Transferee Borrower and each Transferee Approved Replacement Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinionopinion if required by the applicable Rating Agencies); (xiii) Borrower Borrowers shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the each Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or BorrowerBorrowers, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.000.50% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower Borrowers shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower Borrowers post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower Borrowers shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Loan)).

Permitted Transfer of the Entire Property. (a) No Transfer and Assumption (defined below) shall be permitted until the earlier of (x) a Securitization of the entire Loan or (y) the second (2nd) anniversary of the Closing Date and no (1) active marketing of the entire Property for sale, (2) entering into any agreement to sell the entire Property, (3) entering into any agreement to sell any direct or indirect interests in Borrower which, if sold, would result in one or more Brookfield Party (as defined below) not continuing, collectively, to Control Borrower and to own, in the aggregate, at least 10% of all legal, beneficial and equity interests (direct or indirect) in Borrower, (4) execution of a broker agreement to actively market the entire Property for sale or to actively market a direct or indirect interest in Borrower, the sale of which is prohibited in clause (3) above, or (5) public announcement with respect to any of the foregoing, shall be permitted, in each case, until the earlier of (x) a Securitization of the entire Loan, or (y) the six (6) month anniversary of the Closing Date. Notwithstanding the provisions of Section 4.2, but subject to the immediately preceding sentence, Borrower shall have, following a Securitization of the Loan, have the right to convey the entire Property to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty thirty (6030) days prior written notice (it being understood that of the consummation anticipated date of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth hereinAssumption; (ii) on the date of the Transfer and Assumption, no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be is either (A) a Qualified Equity Holder or at least 51% owned (directly or indirectly) and Controlled by a Qualified Equity Holder or (B) Controlled by a Person (1) who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y2) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s its sole and absolute discretion with a minimum ownership interest in the Transferee Borrower acceptable to Lender in its sole discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by (i) a Qualified Equity Holder or an Affiliate thereof which, in each case, satisfies the requirements of an Unaffiliated Qualified Manager Manager, (ii) one or by more Qualified Manager(s) or (iii) a property manager and parking manager, in each case, reasonably acceptable to LenderLender (it being understood that a future Parking Manager and the Manager may, but are not required to be, the same Person); (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more each replacement guarantors guarantor and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Approved Replacement Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations Guaranty delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Approved Replacement Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement Environmental Indemnity delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Approved Replacement Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor guarantor(s) shall be released from any further liability under the guaranty of recourse obligations Guaranty and Environmental Indemnity for acts acts, events and/or circumstances that arise from and after the date of such Transfer and Assumption (other than provided, that such previous guarantor(s) shall remain liable under the acts or actions Guaranty and Environmental Indemnity for acts, events and/or circumstances occurring prior to the Transfer and Assumption even if liability for such acts, events and/or circumstances are not discovered until after the date of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)Transfer and Assumption) to the extent and as provided for in such Guaranty and Environmental Indemnity and such Transferee Approved Replacement Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Approved Replacement Guarantor; (x) Each satisfactory Credit Checks shall have been received by Lender with respect to (A) each Approved Replacement Guarantor, (B) Transferee Borrower, (C) any Person that will have Control of, Controls Transferee Borrower or a owns an equity interest in Borrower which equals or exceeds ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or and (D) any other Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transfereereasonably required by Lender in order for Lender to fulfill its then-current Patriot Act compliance guidelines; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a pooling and servicing agreement entered into in connection with the Securitization of the Loan); (xii) counsel to Transferee Borrower and each Transferee Approved Replacement Guarantor(s) shall deliver to Lender opinions from one or more nationally recognized law firms (or one or more reputable law firms reasonably approved by Lender) in form and substance reasonably satisfactory to Lender as to such matters as Lender shall requirereasonably require and as are customarily required in connection with similar transactions, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy (or a new title insurance policy) in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a an aggregate transfer fee payable to Lender equal to 1.00% of the Outstanding Principal Balance$250,000; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption has been consented to by the New Mezzanine Loan Lender to the extent such consent is required under the applicable Mezzanine Loan Documents and shall not otherwise constitute or cause a default under the New Mezzanine Loan; (xvi) if the Current Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption has been consented to by the Current Mezzanine Loan Lender to the extent such consent is required under the applicable Mezzanine Loan Documents and shall not otherwise constitute or cause a default under the Current Mezzanine Loan; and (xvii) Borrower shall pay all of Lender’s reasonable out-of-pocket third party costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated out-of-pocket third party costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following the earlier of twelve (12) months after the Closing Date and a Securitization of the entire Loan, the right to (i) cause Mortgage Borrower to convey the entire Property to a new borrower (the “Transferee Mortgage Borrower”) and have Transferee Mortgage Borrower assume all of Mortgage Borrower’s obligations under the Mortgage Loan Documents, (ii) if a New Mezzanine Loan (as defined in the Mortgage Loan Agreement) has been created, have all of the Persons who own direct ownership interests in Transferee Mortgage Borrower (“Transferee New Mezzanine Borrower”) assume all of New Mezzanine Loan Borrower’s (as defined in the Mortgage Loan Agreement) obligations under the New Mezzanine Loan Documents (as defined in the Mortgage Loan Agreement), (iii) have all of the Persons who own direct ownership interests in Transferee New Mezzanine Borrower (or in Transferee Mortgage Borrower if no New Mezzanine Loan has been created) (“Transferee First Mezzanine Borrower”) assume all of Borrower’s obligations under the Loan Documents, (iv) have all of the Persons who own direct ownership interests in Transferee First Mezzanine Borrower (“Transferee Second Mezzanine Borrower”; together with Transferee Mortgage Borrower, any Transferee New Mezzanine Borrower and Transferee First Mezzanine Borrower, “Transferee Borrowers”) assume all of Second Mezzanine Borrower’s obligations under the Second Mezzanine Loan Documents, and (v) have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower Borrowers shall have, following a Securitization of the Loan, the right to convey the entire Property Properties to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s Borrowers’ obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower Borrowers has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property Properties shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor Guaranty shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following the earlier of twelve (12) months after the Closing Date and a Securitization of the entire Loan, the right to (i) convey the entire Property to a new borrower (the “Transferee Mortgage Borrower”) and have Transferee Mortgage Borrower assume all of Borrower’s obligations under the Loan Documents, (ii) if a New Mezzanine Loan has been created, have all of the Persons who own direct ownership interests in Transferee Mortgage Borrower (“Transferee New Mezzanine Borrower”) assume all of New Mezzanine Loan Borrower’s obligations under the New Mezzanine Loan Documents, (iii) have all of the Persons who own direct ownership interests in Transferee New Mezzanine Borrower (or in Transferee Mortgage Borrower if no New Mezzanine Loan has been created) (“Transferee First Mezzanine Borrower”) assume all of First Mezzanine Borrower’s obligations under the First Mezzanine Loan Documents, (iv) have all of the Persons who own direct ownership interests in Transferee First Mezzanine Borrower (“Transferee Second Mezzanine Borrower”; together with Transferee Mortgage Borrower, any Transferee New Mezzanine Borrower and Transferee First Mezzanine Borrower, “Transferee Borrowers”) assume all of Second Mezzanine Borrower’s obligations under the Second Mezzanine Loan Documents, and (v) have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following the earlier to occur of (i) a Securitization of the LoanLoan or (ii) the date that is six (6) months subsequent to the Closing Date (the “Permitted Transfer Date”), the right to (x) convey the entire Property in its entirety to any Person (a new borrower (the “Transferee Borrower”) ), and have such Transferee Borrower assume all of Borrower’s obligations under the Loan DocumentsDocuments (a “Property Sale”), and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such or (y) transfer (collectively, but not pledge) direct or indirect equity interests in Borrower to a Transferee Borrower which would not be a Permitted Transfer hereunder (an “Transfer and AssumptionEquity Sale”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b) (each, a “Transfer and Assumption”). (b) Each Transfer and Assumption shall be subject to the following conditions: (i) Borrower has shall have provided Lender with not less than sixty thirty (6030) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b))notice, which notice shall contain sufficient detail to enable Lender to reasonably determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has shall have occurred and is be continuing; (iii) if such Transfer and Assumption is a Property Sale, the Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 4.4, and Schedule Vif such Transfer and Assumption is an Equity Sale, Borrower will continue to be a Special Purpose Bankruptcy Remote Entity; (iv) Transferee Borrower or Borrower, as the case may be, shall be Controlled by a Person (an “Eligible Control Person”) who (x) is a Qualified Transferee with a minimum ownership interest owning, directly or indirectly, not less than fifteen percent (15%) of the equity interests in the Transferee Borrower or Borrower, as applicable, (y) prior to a Securitization, whose identity and experience is reasonably acceptable to Lender (it being acknowledged and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, agreed that Bloomberg is reasonably acceptable to Lender in Lender’s sole for purposes hereof) and absolute discretion(z) is an Eligible Qualified Owner (provided, that, for purposes of this clause (z), such Eligible Qualified Owner need not satisfy the Experience Threshold if such Eligible Qualified Owner engages an Unaffiliated Qualified Manager to operate and manage the Property); (v) Subject to the terms of Section 4.14.4 hereofimmediately following such Transfer and Assumption, the Property shall be managed by (x) a Qualified Manager, (y) an Unaffiliated Qualified Manager Affiliate of the Transferee Borrower (in the case of a Property Sale) or by a Borrower (in the case of an Equity Sale) or (z) any other property manager reasonably acceptable to Lender; (vi) in the case of a Property Sale, Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably acceptable to Lender; (vii) Transferee Borrower shall have proposed intentionally left blank; (viii) one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor Guarantors (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as each, a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender (A) a guaranty of recourse obligations (in the same form as the guaranty Guaranty of recourse obligations Recourse Obligations delivered to Lender by Guarantor on the date hereofClosing Date), provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one a guaranty of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted certain obligations under the terms of the then-existing environmental insurance policy, Bloomberg Lease (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination Guaranty of the Loan or (z) each Transferee Guarantor shall deliver Bloomberg Obligations delivered to Lender by Guarantor on the Closing Date) and (C) an environmental indemnity agreement (in the same form as the environmental indemnity agreement Environmental Indemnity delivered to Lender by Borrower Guarantor on the date hereofClosing Date), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental or indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)Assumption) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower or Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender Xxxxxx concerning the organization and existence of Transferee Borrower and each Borrower, Transferee GuarantorGuarantor or Borrower; (xA) Each Transferee Borrower and Transferee Guarantor, (B) any Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest inControls Transferee Guarantor, Transferee Borrower or Borrower or owns an equity interest in Transferee Guarantor, Transferee Borrower or Borrower or any Person that Controls Transferee Borrower upon or Borrower which equals or exceeds (i) prior to a Securitization, ten percent (10%) or, (ii) following a Securitization, twenty percent (20%) and (C) any other Person reasonably required by Lender in order for Lender to fulfill Patriot Act compliance guidelines required by the Patriot Act in connection with such Transfer and Assumption shall shall, in each case, be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; provided, that, to the extent any Rating Agency refuses to review such matter, such Rating Agency Confirmation requirement shall be deemed waived with respect to such Rating Agency; (xii) counsel to Transferee Borrower, Transferee Guarantor and/or Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions, from the same law firms that provided similar opinions on the Closing Date (or their applicable successors) or other nationally recognized law firms, in form and substance reasonably satisfactory to Lender as to such matters as Lender shall reasonably require, which may include opinions as to substantially the same matters and as were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, or Borrower shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% $350,000; provided, however, the transfer fee with respect to the first Transfer and Assumption subject to and in accordance with this Section 7.1 shall be $250,000; (xiv) Transferee Borrower shall (I) remake the representations contained herein relating to ERISA matters (and, upon Xxxxxx’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the Outstanding Principal Balancedate of the consummation of the applicable transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (xv) if Transferee Borrower (in connection with a New Mezzanine Loan is outstanding Property Sale) and Borrower (in connection with an Equity Sale) must be able to satisfy, at the time of consummation of the Transfer and Assumption, the proposed Transfer representations and Assumption shall not constitute or cause a default under the New Mezzanine Loancovenants set forth in Sections 3.1.8, 3.1.26, 4.31 and 4.32; (xvi) if the consummation of such Transfer and Assumption causes Borrower and Tenant to become Affiliates (i.e., Bloomberg or an Affiliate of Bloomberg owns directly or indirectly fifty percent (50%) or more of the ownership interests in Borrower or Control Borrower), then (A) Lender and Tenant shall enter into a new subordination, non-disturbance and attornment agreement, which agreement shall provide Lender with the right to enforce the Bloomberg Lease directly against Bloomberg and which shall otherwise be in form and substance acceptable to Lender, (B) any Bloomberg Letter of Credit or other credit support provided by Bloomberg in connection with the Bloomberg Lease shall be transferred to Lender and Lender shall be entitled to all of the rights and remedies of the “Landlord” under the Bloomberg Lease with respect to such Bloomberg Letter of Credit, (C) the definition of Springing Recourse Event hereunder (and the Guaranteed Obligations as defined in the Guaranty of Recourse Obligations) shall be revised to provide that the Obligations shall be fully recourse to Borrower and the applicable Approved Replacement Guarantor in the event of any termination, rejection or cancellation of the Bloomberg Lease by or on behalf of Borrower in violation of the terms of this Agreement, or any consent granted by Borrower to terminate, reject or cancel the Bloomberg Lease in violation of the terms of this Agreement without the prior written consent of Lender, or if Borrower shall consent to any assignment or sublease of the Bloomberg Lease in violation of the terms of this Agreement without the prior written consent of Lender; and (xvii) Transferee Borrower and/or Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorney’s fees and disbursements) in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent amount shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agenciesaddition to any Assumption fees payable hereunder).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following the earlier to occur of (i) a Securitization of the LoanLoan or (ii) the date that is six (6) months subsequent to the Closing Date (the “Permitted Transfer Date”), the right to (x) convey the entire Property in its entirety to any Person (a new borrower (the “Transferee BorrowerTransferee”) ), and have such Transferee Borrower assume all of Borrower’s obligations under the Loan DocumentsDocuments (a “Property Sale”), and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such or (y) transfer (collectively, but not pledge) direct or indirect equity interests in Borrower to a Transferee which would not be a Permitted Transfer hereunder (an “Transfer and AssumptionEquity Sale”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b) (each, a “Transfer and Assumption”). (b) Each Transfer and Assumption shall be subject to the following conditions: (i) Borrower has shall have provided Lender with not less than sixty thirty (6030) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b))notice, which notice shall contain sufficient detail to enable Lender to reasonably determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has shall have occurred and is be continuing; (iii) if such Transfer and Assumption is a Property Sale, the Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 4.4, and Schedule Vif such Transfer and Assumption is an Equity Sale, Borrower will continue to be a Special Purpose Bankruptcy Remote Entity; (iv) Transferee Borrower or Borrower, as the case may be, shall be Controlled by a Person (an “Eligible Control Person”) who (x) is a Qualified Transferee with owning, directly or indirectly, not less than fifty-one percent (51%) of the equity interests in Transferee or Borrower, as applicable, (y) prior to a minimum ownership interest in the Transferee Borrower Securitization, whose identity and experience is reasonably acceptable to Lender and (yz) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretiona Confirmed Qualified Owner or an Eligible Qualified Owner; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by (x) a Qualified Manager, (y) an Unaffiliated Qualified Manager Affiliate of the Transferee (in the case of a Property Sale) or by a Borrower (in the case of an Equity Sale) or (z) any other property manager reasonably acceptable to Lender; (vi) in the case of the a Property Sale, Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantoror Borrower; (xviii) Each satisfactory Patriot Act, OFAC and similar searches shall have been received by Lender with respect to (A) Transferee, (B) any Person that will have Control of, Controls Transferee or a Borrower or owns an equity interest in Transferee or Borrower which equals or exceeds ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or and (C) any other Person that Controls Transferee Borrower upon reasonably required by Lender in order for Lender to fulfill Patriot Act compliance guidelines required by the Patriot Act in connection with such Transfer and Assumption shall be a Qualified TransfereeAssumption; (xiix) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies, provided that to the extent any Rating Agency refuses to review such matter, such Rating Agency Confirmation requirement shall be deemed waived with respect to such Rating Agency; (xiix) counsel to Transferee or Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions, from the same law firms that provided similar opinions on the Closing Date (or their applicable successors) or other nationally recognized law firms, in form and substance reasonably satisfactory to Lender as to such matters as Lender shall reasonably require, which may include opinions as to substantially the same matters and as were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xivxi) Transferee or Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.000.15% of the Outstanding Principal Balance; provided that the transfer fee with respect to the first Assumption subject to and in accordance with this Section 7.1 shall be $250,000; (xvxii) if unless (x) in connection with a New Mezzanine Loan Property Sale, the Interest Rate Cap Agreement is outstanding novated to Transferee or (y) in connection with an Equity Sale, the Equity Sale does not breach or result in a default under the Interest Rate Cap Agreement (or the Equity Sale is consented to by the Counterparty), Transferee (in connection with a Property Sale) or Borrower (in connection with an Equity Sale) shall (A) deliver a Replacement Interest Rate Cap Agreement from an Approved Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement shall be (1) effective for the period commencing on the day of such Transfer and Assumption and ending on the last day of the Interest Period in which the Maturity Date occurs and (2) otherwise on same terms set forth in Section 2.6 and (B) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; (xiii) Transferee (in connection with a Property Sale) and Borrower (in connection with an Equity Sale) must be able to satisfy, at the time of consummation of the Transfer and Assumption, the proposed Transfer representations and Assumption shall not constitute or cause a default under the New Mezzanine Loan;covenants set forth in Sections 3.1.8, 3.1.26, 4.31 and 4.32; and (xvixiv) Transferee and/or Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorney’s fees and disbursements) in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent amount shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agenciesaddition to any Assumption fees payable hereunder).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following the earlier to occur of (i) a Securitization of the LoanLoan or (ii) the date that is six (6) months subsequent to the Closing Date (the “Permitted Transfer Date”), the right to (x) convey the entire Property in its entirety to any Person (a new borrower (the “Transferee BorrowerTransferee”) ), and have such Transferee Borrower assume all of Borrower’s obligations under the Loan DocumentsDocuments (a “Property Sale”), and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such or (y) transfer (collectively, but not pledge) direct or indirect equity interests in Borrower to a Transferee which would not be a Permitted Transfer hereunder (an “Transfer and AssumptionEquity Sale”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b) (each, a “Transfer and Assumption”). (b) Each Transfer and Assumption shall be subject to the following conditions: (i) Borrower has shall have provided Lender with not less than sixty thirty (6030) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b))notice, which notice shall contain sufficient detail to enable Lender to reasonably determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has shall have occurred and is be continuing; (iii) if such Transfer and Assumption is a Property Sale, the Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 4.4, and Schedule Vif such Transfer and Assumption is an Equity Sale, Borrower will continue to be a Special Purpose Bankruptcy Remote Entity; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).Controlled by a

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower Borrowers shall have, following a Securitization of the Loan, the right to convey the entire Property Properties to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s Borrowers’ obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower Borrowers has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property Properties shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor Guaranty shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor Guarantors on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower Guarantors on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower Borrower, Transferee Owner and each Transferee Guarantor; (x) Each each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption Assumption, shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Loan); (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower Borrowers shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the each Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or BorrowerBorrowers, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower Borrowers shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower Borrowers post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower Borrowers shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Loan)). Notwithstanding anything to the contrary contained in this Section 7.1, no Transfer shall be a Permitted Transfer unless such Transfer is made in compliance with the Condominium Documents.

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following a Securitization of the Loan, the right to convey the entire Property to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor Guarantors on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower Guarantors on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, in Transferee Borrower or any Person that Controls Control over Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Loan); (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion)Loan; (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and; (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Loan)); and (xviii) if any Mezzanine Loan is outstanding at the time of the Transfer and Assumption of the Property pursuant to this Section 7.1(b), the proposed Transfer and Assumption shall not constitute or cause a default under the applicable Mezzanine Loan Documents.

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following a Securitization of the LoanLoan (or, but only so long as Borrower has confirmed with Lender that Lender has not commenced the process of a Securitization, including, without limitation, the preparation of any preliminary marketing materials or any disclosure documentation in connection therewith, prior to a Securitization), the right to convey the entire Property (but not the transfer of any individual Condominium Unit) to a new borrower (the “"Transferee Borrower”") and have Transferee Borrower assume all of Borrower’s 's obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “"Transfer and Assumption”"), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b7.l(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty forty-five (6045) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b))notice, which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is reasonably acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by Manager, an Unaffiliated Qualified Manager or by a another property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more each replacement guarantors guarantor and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is 1s an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Approved Replacement Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations Guaranty delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement Environmental Indemnity delivered to Lender by Borrower Guarantor on the date hereof), pursuant to which, in each case, the Transferee Approved Replacement Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations Guaranty and Environmental Indemnity for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Approved Replacement Guarantor(s) shall thereafter be the “"Guarantor” " for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Approved Replacement Guarantor; (x) Each satisfactory Patriot Act, OFAC and similar searches shall have been received by Lender with respect to (A) each Approved Replacement Guarantor, (B) Transferee Borrower, (C) any Person that will have Control of, Controls Transferee Borrower or a owns an equity interest in Transferee Borrower which equals or exceeds ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or and (D) any other Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transfereereasonably required by Lender in order for Lender to fulfill its then-current Patriot Act compliance guidelines; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required (including by the Servicer in its sole discretion) pursuant to a pooling and servicing agreement entered into in connection with a Securitization of the Loan that has occurred prior to the date of such Transfer and Assumption); (xii) counsel to Transferee Borrower and each Transferee Approved Replacement Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and as were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion)Loan; (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s 's reasonable discretiondiscretion (the "Endorsement"); (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal BalanceBalance (the "Transfer Fee "); provided, however, that solely in connection with a Transfer and Assumption to a Transferee Borrower that is one hundred percent (100%) directly or indirectly owned by Bluerock Residential Holdings LP, a Delaware limited partnership ("BRHLP'), which Transferee Borrower is under common sponsorship with Borrower, Lender shall not be entitled to receive the Transfer Fee unless a Permitted Transfer under Section 7.2(g) below has previously occurred, in which case Lender shall be entitled to receive the Transfer Fee; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s 's reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transferTransfer and Assumption, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s 's anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s 's written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required (including by the Servicer in its sole discretion) pursuant to a pooling and servicing agreement entered into in connection with a Securitization of the Loan that has occurred prior to the date of such Transfer and Assumption)).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.24.2 or any other Loan Document, Borrower shall have, following a upon the earlier of (i) the Securitization of the LoanLoan or (ii) two (2) years after the date hereof, Fee Borrower and Lessee Borrower shall have the right to jointly sell, assign, convey the entire Property to or transfer (but not mortgage, hypothecate or otherwise encumber or grant a new borrower (the “Transferee Borrower”security interest in) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect legal or equitable title to all (but not less than all) of their respective interest in the obligations of the indemnitors and guarantors of the Loan Documents from and Property only if, after the date of such transfer (collectively, a “Transfer and Assumption”), subject giving effect to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditionsproposed transaction: (i) the Property (and to the extent the Operating Lease remains in effect, Lessee Borrower has provided Lender with not less than sixty (60or any successor thereto) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall will be owned by a newly formed Delaware single member limited liability company that is a Special Single Purpose Bankruptcy Remote Entity wholly owned (directly or indirectly) by a Permitted Borrower Transferee or Pre-Approved Transferee which will be in accordance compliance with the representations, warranties and covenants contained in Section 3.11, Section 4.4 and the requirements of Schedule V; V hereof (iv) Transferee Borrower as if such transferee shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender have remade all of such representations, warranties and (y) whose identitycovenants as of, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereofafter giving effect to, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower proposed transaction); such Single Purpose Bankruptcy Remote Entity shall have executed and delivered to Lender an assumption agreement and such other agreements as Lender may reasonably request (collectively, the “Transfer and Assumption Agreement”) in form and substance acceptable to Lender, evidencing the Borrower’s agreement to transfer and proposed transferee’s agreement to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Mortgage and the other Loan Documents 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 (and such Single Purpose Bankruptcy Remote Entity and the applicable Permitted Borrower Transferee, Pre-Approved Transferee or other approved entity shall thereafter be subject to the provisions of this Article 7), and the transferee shall cause to be delivered to Lender, such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (ii) a Qualified Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or a Management Agreement approved pursuant Section 4.34(a) hereof and such transfer will not violate such Management Agreement; (iii) any Franchisor and Franchise Agreement for a Luxury Brand shall be approved pursuant to Section 4.34(b) hereof and such transfer shall not violate such Franchise Agreement; (iv) the Hotel at the Property shall continue to be operated as a Luxury Brand; (v) no Event of Default shall have occurred and be continuing; (vi) 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 Mortgage, 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; (vii) Transferee 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 have proposed one submit notice of such sale to Lender. Borrower shall submit to Lender, not less than ten (10) days prior to the expected date of such sale, the Assumption Agreement for execution by Lender. Such documents shall be in a form appropriate for the jurisdiction in which the Property is located and shall be reasonably satisfactory to Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such assumption, together with an Officer’s Certificate certifying that (A) the assumption to be effected will be effected in compliance with the terms of this Agreement and (B) will not impair or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”)otherwise adversely affect the validity or priority of the Lien of the Mortgage; (viii) prior to any such transaction, the proposed transferee shall deliver to Lender an Officer’s Certificate stating that (Ax) such transferee is not an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject Title I of ERISA or any other similar laws regulating investment of, and fiduciary obligations with respect to, plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect (Similar Laws) 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; (ix) if the transfer is to an entity other than a Single Purpose Bankruptcy Remote Entity wholly owned directly or indirectly by a Permitted Borrower Transferee or a Pre-Approved Transferee, 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); (x) each Transferee replacement guarantor and indemnitor is an Approved Replacement Guarantor; (xi) each Approved Replacement Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower Guarantor on the date hereof), pursuant to which, in each case, the Transferee Approved Replacement Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement for events that arise from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Approved Replacement Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); ; Permitted Borrower Transferee (ixor Pre-Approved Transferee) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Permitted Borrower Transferee (or Pre-Approved Transferee) and each Approved Replacement Guarantor (notwithstanding the requirements of this subclause (xi) and subclause (x) above, the original Guarantor shall have the option to remain as the Guarantor with respect to the environmental indemnity and the guaranty of recourse obligations delivered to Lender on the date hereof and as a result, an Approved Replacement Guarantor shall not be required, subject to all of the following being satisfied on or before the date of the consummation of such Transfer and Assumption: (A) original Guarantor delivering (x) a ratification and reaffirmation of each to Lender, (y) resolutions and authorizations from its board of directors authorizing the same and (z) such opinions in such form as Lender shall reasonably request, (B) Borrower and Permitted Borrower Transferee or Pre-Approved Transferee (as applicable) consenting to the same, (C) confirmation that original Guarantor continues to satisfy the net worth and liquidity covenants of the guaranty of recourse obligations, (D) the receipt of a Rating Agency Confirmation from each Transferee Guarantorof the applicable Rating Agencies, and (E) Lender's consent thereto; all of the foregoing, collectively, the “Continuing Guarantor Conditions”); (xxii) Each satisfactory Patriot Act, OFAC and similar searches shall have been received by Lender with respect to (A) each Approved Replacement Guarantor, (B) such Permitted Borrower Transferee or such Pre-Approved Transferee, (C) any Person that will have Control ofControls such Permitted Borrower Transferee, or a such Pre-Approved Transferee or owns an equity interest in Borrower which equals or exceeds ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or and (D) any other Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transfereereasonably required by Lender in order for Lender to fulfill its then-current Patriot Act compliance guidelines; (xixiii) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Loan); (xiixiv) counsel to such Permitted Borrower Transferee Borrower (or such Pre-Approved Transferee) and each Transferee Approved Replacement Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and as were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiiixv) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xivxvi) such Permitted Borrower Transferee Borrower (or Pre-Approved Transferee) and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00.050% of the Outstanding Principal Balance; (xvxvii) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) ; Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and; (xviixviii) if the transferee is not a Permitted Borrower Transferee or Pre-Approved Transferee, Lender shall have approved such transferee in its sole discretion and a Rating Agency Confirmation from each of the applicable Rating Agencies shall have been received; (xix) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b7.1(a) are satisfied, including satisfied and receipt of a Rating Agency Confirmation from each of the applicable Rating AgenciesAgencies (if required pursuant to a Pooling and Servicing Agreement entered into in connection with the Securitization of the Loan)); and (xx) the amount of any PIPS (or other work required as the result of such transfer) shall be pre-funded into the FF&E Deposit Account as required by Section 4.34(a) and/or Section 4.34(b), as applicable.

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following the earlier of twelve (12) months after the Closing Date and a Securitization of the entire Loan, the right to (i) cause Mortgage Borrower to convey the entire Property to a new borrower (the “Transferee Mortgage Borrower”) and have Transferee Mortgage Borrower assume all of Mortgage Borrower’s obligations under the Mortgage Loan Documents, (ii) if a New Mezzanine Loan (as defined in the Mortgage Loan Agreement) has been created, have all of the Persons who own direct ownership interests in Transferee Mortgage Borrower (“Transferee New Mezzanine Borrower”) assume all of New Mezzanine Loan Borrower’s (as defined in the Mortgage Loan Agreement) obligations under the New Mezzanine Loan Documents (as defined in the Mortgage Loan Agreement), (iii) have all of the Persons who own direct ownership interests in Transferee New Mezzanine Borrower (or in Transferee Mortgage Borrower if no New Mezzanine Loan has been created) (“Transferee First Mezzanine Borrower”) assume all of First Mezzanine Borrower’s obligations under the First Mezzanine Loan Documents, (iv) have all of the Persons who own direct ownership interests in Transferee First Mezzanine Borrower (“Transferee Second Mezzanine Borrower”; together with Transferee Mortgage Borrower, any Transferee New Mezzanine Borrower and Transferee First Mezzanine Borrower, “Transferee Borrowers”) assume all of Borrower’s obligations under the Loan Documents, and (v) have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following a Securitization of the Loan, the right to convey the entire Property to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty (60) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has occurred and is continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as are Approved Replacement Guarantor Guarantor(s) (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower Guarantor on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion)Loan; (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).

Permitted Transfer of the Entire Property. (a) Notwithstanding the provisions of Section 4.2, Borrower shall have, following the earlier to occur of (i) a Securitization of the LoanLoan or (ii) the date that is six (6) months subsequent to the Closing Date, the right to convey the entire Property to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have one or more replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to assume all of the obligations of the indemnitors and guarantors of Guarantor under the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Each Transfer and Assumption (other than the Permitted Transfers) shall be subject to the following conditions: (i) Borrower has shall have provided Lender with not less than sixty thirty (6030) days prior written notice (it being understood that the consummation of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b))notice, which notice shall contain sufficient detail to enable Lender to reasonably determine that the Transferee Borrower complies with the requirements set forth herein; (ii) no Event of Default has shall have occurred and is be continuing; (iii) Transferee Borrower shall be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest owning, directly or indirectly, not less than fifty-one percent (51%) of the equity interests in the Transferee Borrower (y) prior to a Securitization, whose identity and experience is reasonably acceptable to Lender and (yz) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretiona Qualified Owner; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated a Qualified Manager or by a any other property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably acceptable to Lender; (vii) Transferee Borrower shall have proposed one or the replacement guarantor or, if more than one, the replacement guarantors and indemnitor and Lender collectively, shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is constitute an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Approved Replacement Guarantor shall deliver to Lender a guaranty of recourse obligations (in substantially the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or CanadaGuaranty) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender indemnity agreement (in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereofEnvironmental Indemnity), pursuant to which, in each case, the Transferee Approved Replacement Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, and environmental indemnity agreement at least from and after the date of such Permitted Transfer and Assumption (whereupon the previous guarantor shall be released from all or any further liability liability, as applicable, under the guaranty of recourse obligations for acts that arise from and after the date of such Permitted Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Approved Replacement Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization organization, existence and existence authority of Transferee Borrower and each Transferee Approved Replacement Guarantor; (x) Each Person that will satisfactory Patriot Act, OFAC and similar searches shall have Control ofbeen received by Lender with respect to (A) each Approved Replacement Guarantor, or a ten percent (10%B) or greater direct or indirect interest inTransferee Borrower, Transferee Borrower or (C) any Person that Controls Transferee Borrower upon or owns a direct or indirect equity interest in Borrower which equals or exceeds twenty percent (20%) and (D) any other Person reasonably required by Lender in order for Lender to fulfill Patriot Act compliance guidelines required by the Patriot Act and other applicable law in connection with such Transfer and Assumption shall be a Qualified TransfereeAssumption; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Approved Replacement Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall reasonably require, which may include opinions as to substantially the same matters and as were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, Borrower shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% one-quarter of one percent (0.25%) of the Outstanding Principal Balance; provided that the transfer fee with respect to the first Assumption subject to and in accordance with this Section 7.1 shall be $250,000; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvixiv) Borrower shall pay all of Lender’s reasonable out-of-pocket costs (including, without limitation, reasonable attorney’s fees and disbursements and Rating Agency Fees) and expenses in connection with the Transfer and Assumption. Lender may, as a condition Assumption (which amount shall be in addition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consentAssumption fees payable hereunder); and (xviixv) Borrower Lender shall have otherwise received Lender’s written consent all other customary legal documentation it may reasonably require including, without limitation, evidence of property insurance and endorsements to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies)Title Insurance Policy.

Permitted Transfer of the Entire Property. (a) No Transfer and Assumption (defined below) shall be permitted until the earlier of (x) a Securitization of the entire Loan or (y) the second (2nd) anniversary of the Closing Date and no (1) active marketing of the entire Property for sale, (2) entering into any agreement to sell the entire Property, (3) entering into any agreement to sell any direct or indirect interests in Borrower or Senior Borrower which, if sold, would result in one or more Brookfield Party (as defined below) not continuing, collectively, to Control Borrower and Senior Borrower and to own, in the aggregate, at least 10% of all legal, beneficial and equity interests (direct or indirect) in Borrower and Senior Borrower, (4) execution of a broker agreement to actively market the 68 Mezzanine Loan Agreement entire Property for sale or to actively market a direct or indirect interest in Borrower or Senior Borrower, the sale of which is prohibited in clause (3) above, or (5) public announcement with respect to any of the foregoing, shall be permitted, in each case, until the earlier of (x) a Securitization of the entire Loan, or (y) the six (6) month anniversary of the Closing Date. Notwithstanding the provisions of Section 4.2, but subject to the immediately preceding sentence, Borrower shall have, following a Securitization of the Loan, have the right to (i) cause Senior Borrower to convey the entire Property to a new borrower (the “Transferee Senior Borrower”), and have Transferee Senior Borrower assume all of Senior Borrower’s obligations under the Senior Loan Documents, (ii) have all of the Persons who own direct ownership interests in Transferee Senior Borrower (“Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and (iii) have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Senior Loan Documents and the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b). (b) Transfer and Assumption shall be subject to the following conditions: (i) Borrower has provided Lender with not less than sixty thirty (6030) days prior written notice (it being understood that of the consummation anticipated date of the Transfer and Assumption is subject to Lender’s approval of all of the conditions set forth in this Section 7.1(b)), which notice shall contain sufficient detail to enable Lender to determine that the Transferee Borrower complies with the requirements set forth hereinAssumption; (ii) on the date of the Transfer and Assumption, no Event of Default has occurred and is continuing; (iii) Transferee Borrower and Transferee Senior Borrower shall each be a newly formed Delaware single member limited liability company that is a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V; (iv) Transferee Borrower shall be Controlled by a Person who (x) is a Qualified Transferee with a minimum ownership interest in the Transferee Borrower reasonably acceptable to Lender and (y) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole and absolute discretion; (v) Subject to the terms of Section 4.14.4 hereof, the Property shall be managed by an Unaffiliated Qualified Manager or by a property manager reasonably acceptable to Lender; (vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender; (vii) Transferee Borrower shall have proposed one or more replacement guarantors and indemnitor and Lender shall have determined that such proposed guarantors and indemnitors as Approved Replacement Guarantor (and each such proposed replacement guarantor that is an Approved Replacement Guarantor shall hereafter be referred to as a “Transferee Guarantor”); (viii) (A) each Transferee Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof, provided, however, for the avoidance of doubt, that such Transferee Guarantor shall be required to satisfy the applicable Liquid Asset and Net Worth covenants with only assets located in the United States and/or Canada) and (B) one of the following: (x) the insurance carrier providing the then existing environmental insurance policy shall have confirmed that the Transferee Borrower and Transferee Guarantor(s) are accepted under the terms of the then-existing environmental insurance policy, (y) the Transferee Borrower or Transferee Guarantor(s) shall have provided an environmental insurance policy to Lender in substantially the same form as the policy provided by Borrower at origination of the Loan or (z) each Transferee Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Transferee Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and, if applicable, environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations for acts that arise from and after the date of such Transfer and Assumption (other than the acts or actions of the released Guarantor or any Affiliate thereof (or any Person acting on behalf thereof)) and such Transferee Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement); (ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Transferee Guarantor; (x) Each Person that will have Control of, or a ten percent (10%) or greater direct or indirect interest in, Transferee Borrower or any Person that Controls Transferee Borrower upon such Transfer and Assumption shall be a Qualified Transferee; (xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies; (xii) counsel to Transferee Borrower and each Transferee Guarantor(s) shall deliver to Lender opinions in form and substance reasonably satisfactory to Lender as to such matters as Lender shall require, which may include opinions as to substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion); (xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy in form and substance acceptable to Lender, in Lender’s reasonable discretion; (xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, a transfer fee equal to 1.00% of the Outstanding Principal Balance; (xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption shall not constitute or cause a default under the New Mezzanine Loan; (xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating any such request for consent; and (xvii) Borrower shall have otherwise received Lender’s written consent to such Transfer and Assumption (which consent shall not be unreasonably withheld so long as all of the other conditions set forth in this Section 7.1(b) are satisfied, including receipt of a Rating Agency Confirmation from each of the applicable Rating Agencies).4.4