Common use of Permitted Transfer of the Properties Clause in Contracts

Permitted Transfer of the Properties. Lender shall not withhold its consent to the one-time conveyance of any Property to a Permitted Transferee provided that: (a) Lender has received a Rating Agency Confirmation from the applicable Rating Agencies as to the conveyance of such Property to the Permitted Transferee; (b) Lender has received an agreement, acceptable to it in its sole discretion, pursuant to which such Permitted Transferee assumes all of the applicable Borrower’s obligations under the Loan Documents; (c) Lender receives a transfer fee equal to one-half of one percent (0.5%) of the original principal amount of the Loan; (d) Lender shall have received such documents, certificates and legal opinions as it may reasonably request; (e) no Event of Default shall have occurred and remain uncured; (f) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to such Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager); (g) the Permitted Transferee shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing such Permitted Transferee’s agreement to abide and be bound by the terms of the Note, this Agreement and the other Loan Documents, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; and (h) a Person or Persons associated with the Permitted Transferee approved by Lender in its reasonable discretion shall have assumed the obligations of the current Guarantors under each Carveout Guaranty and the Environmental Indemnity and in connection therewith shall have executed and delivered to Lender, without any cost or expense to Lender, new guaranty or indemnity agreements in the same form as the current Carveout Guaranty and Environmental Indemnity and shall have obtained and delivered to Lender such legal opinions as may be reasonably requested by Lender in connection therewith, and upon such assumption by such Person or Persons associated with the Permitted Transferee in accordance with the terms hereof, the current Guarantors shall be released from liability under such Carveout Guaranty and Environmental Indemnity executed in connection with the Loan for any acts or events occurring or obligations arising after the closing of such Transfer (but in no event shall such Transfer be construed so as to relieve any current Guarantor of its obligations under its Carveout Guaranty or the Environmental Indemnity for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Transfer).

Permitted Transfer of the Properties. Lender shall not withhold its consent to the one-time conveyance of any Property to a Permitted Transferee provided that: (a) Lender has received a Rating Agency Confirmation from the applicable Rating Agencies as to the conveyance of such Property to the Permitted Transferee; (b) Lender has received an agreement, acceptable to it in its sole discretion, pursuant to which such Permitted Transferee assumes all of the applicable Borrower’s obligations under the Loan Documents; (c) Lender receives a transfer fee equal to one-half of one percent (0.5%) of the original principal amount of the Loan; (d) Lender shall have received such documents, certificates and legal opinions as it may reasonably request; (e) no Event of Default shall have occurred and remain uncured; (f) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to such Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager); (g) the Permitted Transferee shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing such Permitted Transferee’s agreement to abide and be bound by the terms of the Note, this Agreement and the other Loan Documents, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; and (h) a Person or Persons associated with the Permitted Transferee approved by Lender in its reasonable discretion shall have assumed the obligations of the current Guarantors under each Carveout Guaranty and the Environmental Indemnity and in connection therewith shall have executed and delivered to Lender, without any cost or expense to Lender, new guaranty or indemnity agreements in the same form as the current Carveout Guaranty and Environmental Indemnity and shall have obtained and delivered to Lender such legal opinions as may be reasonably requested by Lender in connection therewith, and upon such assumption by such Person or Persons associated with the Permitted Transferee in accordance with the terms hereof, the current Guarantors shall be released from liability under such Carveout Guaranty and Environmental Indemnity executed in connection with the Loan for any acts or events occurring or obligations Pool 1 arising after the closing of such Transfer (but in no event shall such Transfer be construed so as to relieve any current Guarantor of its obligations under its Carveout Guaranty or the Environmental Indemnity for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Transfer).

Permitted Transfer of the Properties. Lender shall not withhold its consent to the one-time conveyance of any Property to a Permitted Transferee provided that: that (a) Lender has received a Rating Agency Confirmation from the applicable Rating Agencies as to the conveyance of such Property to the Permitted Transferee; , (b) Lender has received an agreement, acceptable to it in its sole discretion, pursuant to which such Permitted Transferee assumes all of the applicable Borrower’s 's obligations under the Loan Documents; , (c) Lender receives a transfer fee equal to one-half of one percent (0.5%) 1% of the original principal amount of the Loan; , (d) Lender shall have received such documents, certificates and legal opinions as it may reasonably request; , (e) no Event of Default or event which with the giving of notice or the passage of time or both would constitute an Event of Default shall have occurred and remain uncured; (f) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to such Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager); (gh) the Permitted Transferee shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing such Permitted Transferee’s 's agreement to abide and be bound by the terms of the Note, this Agreement and the other Loan Documents, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; and (hi) Lender may, as a Person or Persons associated condition to evaluating any requested consent to a transfer, require that Borrowers post a cash deposit with the Permitted Transferee approved by Lender in its reasonable discretion shall have assumed the obligations of the current Guarantors under each Carveout Guaranty and the Environmental Indemnity and in connection therewith shall have executed and delivered an amount equal to Lender's anticipated costs and expenses in evaluating any such request for consent. Notwithstanding the foregoing, without any cost or expense to Lender, new guaranty or indemnity agreements in the same form as the current Carveout Guaranty and Environmental Indemnity and shall have obtained and delivered to Lender such legal opinions as may be reasonably requested by Lender in connection therewith, and upon such assumption by such Person or Persons associated with the Permitted Transferee in accordance with the terms hereof, the current Guarantors (i) no transfer fee shall be released from liability under such Carveout Guaranty and Environmental Indemnity executed payable pursuant to this Section 8.1 in connection with the Loan for any acts or events occurring or obligations arising after transfer of the closing of such Transfer (but in no event shall such Transfer be construed so as Properties to relieve any current Guarantor of its obligations under its Carveout Guaranty the Australian Joint Venture Partner or the Environmental Indemnity for any acts or events occurring or obligations arising prior Alternate Joint Venture Partner pursuant to or simultaneously the Joint Venture Closing and (ii) a reduced transfer fee equal to 0.5% of the original principal amount of the Loan shall be payable in connection with the closing first two transfers of such Transfer)the Properties from the Australian Joint Venture Partner or the Alternate Joint Venture Partner, as the case may be, to a third party Permitted Transferee.

Permitted Transfer of the Properties. Lender Borrowers shall not withhold its consent have the right to unlimited Transfers of all of the one-time conveyance Properties to one or more Permitted Transferees as part of any Property to a single transaction and have such Permitted Transferee Transferees assume the Loan provided thatthat the following conditions precedent are satisfied: (a) Lender has shall have received a notice from Borrowers requesting Lender’s consent to such Transfer not less than thirty (30) days prior to the proposed date of Transfer; (b) no Default or Event of Default shall have occurred and be continuing or shall occur solely as a result of such Transfer; (c) Lender shall have received a Rating Agency Confirmation from the applicable Rating Agencies as to the conveyance of all of the Properties to, and the assumption of the Loan by, such Property to Permitted Transferees and the Permitted Transfereereplacement and release of Guarantor as contemplated in clause (h) below; (bd) Lender has shall have received an agreement, in form and substance reasonably acceptable to it in its sole discretionLender, pursuant to which such Permitted Transferee assumes Transferees have assumed all of the applicable Borrower’s Borrowers’ obligations under the Loan Documents; (ce) Borrowers shall have paid to Lender receives a transfer an assumption fee equal to one-half of one percent (0.5%) of the original principal amount Outstanding Principal Balance for the first Transfer and assumption and one percent (1.0%) of the LoanOutstanding Principal Balance for each subsequent Transfer and assumption; (df) Lender shall have received such documentsagreements, certificates and certificates, legal opinions and other documentation as it may be reasonably requestrequested by Lender, including, without limitation, a title insurance endorsement confirming the Liens of the Security Instruments as valid first liens on each of the Properties, as applicable, subject to Permitted Encumbrances; (e) no Event of Default shall have occurred and remain uncured; (fg) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to such Propertyin location, size, class, use, operation and value as the Properties, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager); provided, however, each of the Scheduled Managers shall be deemed acceptable by Lender as a Property Manager so long as such Person shall not have suffered any material adverse change to the reputation and/or financial condition of such Person since the Closing Date; (gh)(i) one or more Satisfactory Replacement Guarantors shall (A) have assumed all obligations of Guarantor under the Permitted Transferee shall Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed and delivered to Lender a replacement guaranty and a replacement environmental indemnity in each case in form and substance substantially the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, for liabilities arising from any circumstance, condition, action or event first occurring after the effective date of such substitution, (ii) if required by Lender or the Rating Agencies, Borrowers shall have delivered to Lender an assumption agreement opinion from counsel, and in form and substance, in each case reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion stating, among other things, (A) that the Guaranty and the Environmental Indemnity (or the replacement guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms and (B) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code or be subject to tax as a result of such replacement and release, (iii) if required by Lender or the Rating Agencies, Borrowers shall have delivered to Lender a new Insolvency Opinion, and (iv) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such replacement and release, including, without limitation, a spousal consent in form and substance acceptable to Lender, evidencing as and to the extent applicable; (i) such Permitted Transferee’s agreement Transfer, assumption and replacement and release shall be permitted under each Franchise Agreement, each Property Management Agreement, each Operating Lease and each REA and/or Borrowers shall obtain any consents required from each Franchisor, each Property Manager, each Borrower that serves as the lessor under the applicable Operating Lease and the REA counterparty in connection with such Transfer, assumption and replacement and release and deliver the same to abide and be bound by Lender; (j) Borrowers shall have obtained the terms consent of the Note, this Agreement and Preferred Equity Investor to such Transfer if required pursuant to the other Loan Documents, together with such legal opinions and title insurance endorsements as may be reasonably requested by LenderPool II Holdco Operating Agreement; and (hk) Lender may, as a Person or Persons associated condition to evaluating any requested consent to such Transfer, require that Borrowers post a cash deposit with the Permitted Transferee approved by Lender in its an amount equal to Lender’s anticipated reasonable discretion shall have assumed out-of-pocket costs and expenses in evaluating any such request for consent. Upon the obligations closing of a Transfer and assumption and the satisfaction of all of the current Guarantors above requirements, the named Guarantor herein shall be released from any further liability under each Carveout the Guaranty and the Environmental Indemnity for acts that arise from and in connection therewith shall have executed and delivered to Lender, without any cost or expense to Lender, new guaranty or indemnity agreements in the same form as the current Carveout Guaranty and Environmental Indemnity and shall have obtained and delivered to Lender such legal opinions as may be reasonably requested by Lender in connection therewith, and upon such assumption by such Person or Persons associated with the Permitted Transferee in accordance with the terms hereof, the current Guarantors shall be released from liability under such Carveout Guaranty and Environmental Indemnity executed in connection with the Loan for any acts or events occurring or obligations arising after the closing date of such Transfer (but in no event and assumption and the approved substitute guarantor(s) shall such Transfer be construed so as to relieve any current Guarantor the “Guarantor” for all purposes of its obligations under its Carveout Guaranty or the Environmental Indemnity for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Transfer)this Agreement.

Permitted Transfer of the Properties. (a) Lender shall not withhold its consent to the one-time conveyance Transfer of any Property the Properties to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee provided that: that (aA) Lender has shall have received a notice from Borrower requesting Lender’s consent to such Transfer not less than sixty (60) days prior to the proposed date of Transfer; (B) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as a result of such Transfer; (C) Lender shall have received a Rating Agency Confirmation from the applicable Rating Agencies as to the conveyance of such Property the Properties to the Permitted TransfereeTransferee and any release and replacement of Guarantors as contemplated in clause (H) below; (bD) Lender has shall have received an agreement, in form and substance reasonably acceptable to it in its sole discretionLender, pursuant to which such Permitted Transferee assumes has assumed all of the applicable Borrower’s obligations under the Loan Documents; (cE) Borrower shall have paid to Lender receives a transfer an assumption fee equal to one-half of one percent (0.51.0%) of the original principal amount of the LoanOutstanding Principal Balance for any Transfer; (dF) Lender shall have received such documentsagreements, certificates and certificates, legal opinions and other documentation as it may be reasonably requestrequested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of each Mortgage as a valid first lien on each Property; (e) no Event of Default shall have occurred and remain uncured; (fG) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to such Propertyin location, size, class, use, operation and value as the Properties, and Lender shall be provided with 50 reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager); (gH) prior to any release of either Guarantor, which release shall only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors acceptable to Lender shall (x) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (y) have executed a replacement guaranty (including all of the Guaranteed Obligations) and a replacement environmental indemnity each in a form reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower or Permitted Transferee shall have executed and delivered delivers to Lender an assumption agreement opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (x) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may be) are enforceable against such substitute guarantor(s) in accordance with their terms, (y) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such release and replacement, and (z) a new Insolvency Opinion, and (iii) Lender and the Rating Agencies shall have received such other documentation and information as may be reasonably requested by Lender or requested by the Rating Agencies in connection with such release and replacement, including, without limitation, a spousal consent in form and substance acceptable to Lender, evidencing such as and to the extent applicable; (I) the Permitted Transferee and Permitted Transferee’s agreement to abide and be bound by the terms principal shall, as of the Notedate of such transfer, this Agreement in the aggregate have a net worth and liquidity reasonably acceptable to Lender; (J) the owner of equity interests in Permitted Transferee who shall replace the original Mezzanine Borrower as contemplated (the “Replacement Mezzanine Borrower”) shall assume the obligations of Mezzanine Borrower under the existing Mezzanine Loan Agreement, Mezzanine Notes and other Mezzanine Loan Documents, together with such legal opinions and title insurance endorsements as may except that the pledge agreement securing the Mezzanine Loan shall be reasonably requested by Lendermodified to grant a pledge of the equity interests in Permitted Transferee; and (hK) a Person or Persons associated with the Permitted Transferee approved by Mezzanine Lender in its reasonable discretion shall have permitted its Mezzanine Loan to have been assigned and assumed the obligations of the current Guarantors under each Carveout Guaranty and the Environmental Indemnity and in connection therewith shall have executed and delivered to Lender, without any cost or expense to Lender, new guaranty or indemnity agreements in the same form as the current Carveout Guaranty and Environmental Indemnity and shall have obtained and delivered to Lender such legal opinions as may be reasonably requested by Lender in connection therewith, and upon such assumption by such Person or Persons associated with the Permitted Transferee in accordance with the terms hereof, the current Guarantors shall be released from liability under such Carveout Guaranty and Environmental Indemnity executed in connection with the Loan for any acts or events occurring or obligations arising after transfer to be implemented by this Section 8.1, with the closing of effect that such Transfer shall not violate the applicable provisions of the Mezzanine Loan Agreement; and (but in no event shall such Transfer be construed so L) Lender may, as a condition to relieve evaluating any current Guarantor of its obligations under its Carveout Guaranty or the Environmental Indemnity for any acts or events occurring or obligations arising prior requested consent to or simultaneously with the closing of such 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.

Permitted Transfer of the Properties. Lender shall not withhold its consent to the one-time conveyance of any Property to a Permitted Transferee provided that: (a) Lender has received a Rating Agency Confirmation from the applicable Rating Agencies as to the conveyance of such Property to the Permitted Transferee; (b) Lender has received an agreement, acceptable to it in its sole discretion, pursuant to which such Permitted Transferee assumes all of the applicable Borrower’s obligations under the Loan Documents; (c) Lender receives a transfer fee equal to one-half of one percent (0.5%) of the original principal amount of the Loan; (d) Lender shall have received such documents, certificates and legal opinions as it may reasonably request; (e) no Event of Default shall have occurred and remain uncured; (f) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to such Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager); (g) the Permitted Transferee shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing such Permitted Transferee’s agreement to abide and be bound by the terms of the Note, this Agreement and the other Loan Documents, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; and (h) a Person or Persons associated with the Permitted Transferee approved by Lender in its reasonable discretion shall have assumed the obligations of the current Guarantors under each Carveout Guaranty and the Environmental Indemnity and in connection therewith shall have executed and delivered to Lender, without any cost or expense to Lender, new guaranty or indemnity agreements in the same form as the current Carveout Guaranty and Environmental Indemnity and shall have obtained and delivered to Lender such legal opinions as may be reasonably requested by Lender in connection therewith, and upon such assumption by such Person or Persons associated with the Permitted Transferee in accordance with the terms hereof, the current Guarantors shall be released from liability under such Carveout Guaranty and Environmental Indemnity executed in connection with the Loan for any acts or events occurring or obligations Pool 2 arising after the closing of such Transfer (but in no event shall such Transfer be construed so as to relieve any current Guarantor of its obligations under its Carveout Guaranty or the Environmental Indemnity for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Transfer).