Common use of Transfer and Assumption Clause in Contracts

Transfer and Assumption. Notwithstanding anything to the contrary contained in Section 5.2.10 hereof, Lender shall not unreasonably withhold its consent to a sale, assignment, or other transfer of all of the Properties (i) provided that (A) Lender receives at least sixty (60) days prior written notice of such transfer, (B) no Event of Default has occurred and is continuing both at the time such notice is given and as of the closing date of such transaction, (C) a Securitization has occurred, and (ii) upon the satisfaction of the following conditions precedent: (a) The transferee shall be a single purpose and bankruptcy remote entity (“Transferee”) and controlled and majority owned (directly or indirectly) by a Permitted Transferee; (b) The identity, experience (including demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Properties), financial condition and creditworthiness (including no history of any bankruptcy or similar proceeding within the preceding ten (10) years) of the sponsor(s) or principals(s) of Transferee and of any party proposed to become a substitute guarantor, as evidenced by financial statements and other information requested by Lender, shall be satisfactory to Lender; (c) The organizational documents of Transferee and its sponsor(s) or principal(s) shall be in form and substance satisfactory to Lender, including lien searches and other internal “know your client” due diligence acceptable to Lender; (d) Certified copies of all documents evidencing such transfer and assumption, which shall be in form and substance satisfactory to Lender; (e) Borrower or Transferee shall pay any and all costs incurred in connection with the transfer (including Lender’s attorneys’ fees and disbursements and all recording fees, transfer taxes, title insurance premiums and mortgage and intangible taxes and any fees of any Rating Agencies), it being acknowledged and agreed that Borrower shall have this obligation if the transaction is not consummated; (f) Transferee shall comply with all of the requirements of Section 4.1.36 hereof; (g) Transferee shall not be an Affiliate of either Borrower or Guarantor; (h) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instruments, this Agreement and the other Loan Documents in a manner satisfactory to Lender in all respects, including by entering into an assumption agreement in form and substance satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (i) A replacement guarantor satisfactory to Lender in its sole discretion shall assume all of the obligations of Guarantor under the Guaranty and the Environmental Indemnity in a manner satisfactory to Lender in all respects, including by entering into an assumption agreement and/or a new guaranty or environmental indemnity agreement, each in form and substance satisfactory to Lender, and delivering such legal opinions as Lender may reasonably require; (j) The Properties shall be managed by a Qualified Manager following such transfer; (k) If a Securitization has occurred, Transferee shall deliver to Lender written confirmation from the Rating Agency that the transfer and the assumption by Transferee shall not result in a downgrade, withdrawal or qualification of the ratings then assigned to the Securities; (l) Transferee shall deliver an endorsement to the existing Title Insurance Policies in form and substance acceptable to Lender insuring the Security Instruments as modified by the assumption agreement, as a valid first lien on the Properties and naming Transferee as owner of the Properties, naming the then current holder of the Loan as the insured, bringing forward the date and time of the Title Insurance Policies to the date and time of recording of the assumption agreement or a memorandum thereof, and addressing such other matters as Lender shall require, and which endorsement shall insure that as of the recording of the assumption agreement, the Properties shall not be subject to any additional exceptions or liens other than those contained in the Title Insurance Policies; (m) Borrower shall pay to Lender an assumption fee equal to (i) with respect to the first such assumption, one quarter of one percent (0.25%) of the outstanding principal balance of the Loan, and (ii) with respect to each assumption thereafter, one percent (1.0%) of the outstanding principal balance of the Loan; and (n) Transferee shall deliver to Lender an opinion of counsel from an independent law firm with respect to the substantive non-consolidation of Transferee and its constituent entities (partners, members or shareholders), which law firm and which opinion shall be satisfactory to (i) Lender, if a Securitization has not occurred, or (ii) Lender and the Rating Agencies, if a Securitization has occurred.

Transfer and Assumption. (a) Notwithstanding anything the foregoing and subject to the contrary contained terms and satisfaction of all the conditions precedent set forth in this Section 5.2.10 hereof5.26.2, Borrower shall have a right to Transfer the Property to another party (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrower’s obligations under the Loan Documents (collectively, a “Transfer and Assumption”). Borrower may make a written application to Lender shall not unreasonably withhold its for Lender’s consent to a salethe Transfer and Assumption, assignmentsubject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.2. Together with such written application, or other transfer of Borrower will pay to Lender the reasonable review fee then required by Lender. Borrower also shall pay on demand all of the Properties reasonable costs and expenses incurred by Lender, including reasonable attorneys’ fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs. (b) Lender’s consent, which may be withheld in Lender’s reasonable discretion, to a Transfer and Assumption shall be subject to the following conditions: (i) provided that (A) Lender receives at least sixty (60) days prior written notice of such transfer, (B) no No Event of Default has occurred and is continuing both at the time such notice is given and as of the closing date of such transaction, (C) a Securitization has occurred, and continuing; (ii) upon Borrower has submitted to Lender true, correct and complete copies of any and all information and documents of any kind requested by Lender concerning the satisfaction of the following conditions precedent: (a) The transferee shall be a single purpose Property, Transferee Borrower, replacement guarantors and bankruptcy remote entity (“Transferee”) indemnitors and controlled and majority owned (directly or indirectly) by a Permitted TransfereeBorrower; (biii) Evidence satisfactory to Lender has been provided showing that the Transferee Borrower and such of its Affiliates as shall be designated by Lender comply and will comply with Section 5.13 hereof, as those provisions may be modified by Lender taking into account the ownership structure of Transferee Borrower and its Affiliates; (iv) If the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, then Lender shall have received a Rating Comfort Letter from the applicable Rating Agencies; (v) If the Loan has not been the subject of a Secondary Market Transaction, then Lender shall have determined in its reasonable discretion (taking into consideration such factors as Lender may determine, including the attributes of the loan pool in which the Loan might reasonably be expected to be securitized) that no rating for any securities that would be issued in connection with such securitization will be diminished, qualified, or withheld by reason of the Transfer and Assumption; (vi) Borrower shall have paid all of Lender’s reasonable costs and expenses in connection with considering the Transfer and Assumption, and shall have paid the amount requested by Lender as a deposit against Lender’s costs and expenses in connection with the effecting the Transfer and Assumption; (vii) Borrower and the Transferee Borrower shall have indicated in writing in form and substance reasonably satisfactory to Lender their readiness and ability to satisfy the conditions set forth in subsection (c) below; (viii) The identity, experience (including demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Properties)experience, financial condition and creditworthiness (including no history of any bankruptcy or similar proceeding within the preceding ten (10) years) of the sponsor(s) or principals(s) of Transferee and of any party proposed to become a substitute guarantor, as evidenced by financial statements and other information requested by Lender, Borrower shall be reasonably satisfactory to Lender; (ix) The proposed property manager and proposed Management Agreement shall be satisfactory to Lender and the applicable Rating Agencies; (x) All Approved Mezzanine Loans have been paid in full. (c) The organizational If Lender consents to the Transfer and Assumption, the Transferee Borrower and/or Borrower as the case may be, shall immediately deliver the following to Lender: (i) Borrower shall deliver to Lender an assumption fee in the amount of (x) one-half percent (0.5%) of the then unpaid Principal for the first Transfer and Assumption and (y) one percent (1%) of the then unpaid Principal for each Transfer and Assumption thereafter; (ii) Borrower and Transferee Borrower shall execute and deliver to Lender any and all documents of Transferee and its sponsor(s) or principal(s) shall be required by Lender, in form and substance satisfactory to required by Lender, including lien searches and other internal “know your client” due diligence acceptable to in Lender’s sole discretion; (diii) Certified copies of all documents evidencing such transfer and assumption, which shall be in form and substance satisfactory Counsel to Lender; (e) Borrower or the Transferee shall pay any and all costs incurred in connection with the transfer (including Lender’s attorneys’ fees and disbursements and all recording fees, transfer taxes, title insurance premiums and mortgage and intangible taxes and any fees of any Rating Agencies), it being acknowledged and agreed that Borrower shall have this obligation if the transaction is not consummated; (f) Transferee shall comply with all of the requirements of Section 4.1.36 hereof; (g) Transferee shall not be an Affiliate of either Borrower or Guarantor; (h) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instruments, this Agreement and the other Loan Documents in a manner satisfactory deliver to Lender in all respects, including by entering into an assumption agreement opinions in form and substance satisfactory to Lender and delivering as to such legal matters as Lender shall reasonably require, which may include opinions as Lender may reasonably requireto substantially the same matters and were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion with respect to the Transferee Borrower); (iiv) A replacement guarantor satisfactory Borrower shall cause to Lender in its sole discretion shall assume all of the obligations of Guarantor under the Guaranty and the Environmental Indemnity in a manner satisfactory to Lender in all respects, including by entering into an assumption agreement and/or a new guaranty or environmental indemnity agreement, each in form and substance satisfactory be delivered to Lender, and delivering such legal opinions as Lender may reasonably require; an endorsement (j) The Properties shall be managed by a Qualified Manager following such transfer; (k) If a Securitization has occurred, Transferee shall deliver relating to Lender written confirmation from the Rating Agency that change in the transfer and the assumption by Transferee shall not result in a downgrade, withdrawal or qualification identity of the ratings then assigned vestee and execution and delivery of the Transfer and Assumption documents) to the Securities; (l) Transferee shall deliver an endorsement to the existing Title Insurance Policies Policy in form and substance acceptable to Lender insuring Lender, in Lender’s reasonable discretion (the Security Instruments as modified by the assumption agreement, as a valid first lien on the Properties and naming Transferee as owner of the Properties, naming the then current holder of the Loan as the insured, bringing forward the date and time of the Title Insurance Policies to the date and time of recording of the assumption agreement or a memorandum thereof, and addressing such other matters as Lender shall require, and which endorsement shall insure that as of the recording of the assumption agreement, the Properties shall not be subject to any additional exceptions or liens other than those contained in the Title Insurance Policies; (m) Borrower shall pay to Lender an assumption fee equal to (i) with respect to the first such assumption, one quarter of one percent (0.25%) of the outstanding principal balance of the Loan, and (ii) with respect to each assumption thereafter, one percent (1.0%) of the outstanding principal balance of the Loan“Endorsement”); and (nv) Transferee Borrower shall deliver to Lender an opinion a payment in the amount of counsel from an independent law firm all remaining unpaid costs incurred by Lender in connection with respect the Transfer and Assumption, including but not limited to, Lender’s reasonable attorneys fees and expenses, all recording fees, and all fees payable to the substantive non-consolidation title company for the delivery to Lender of Transferee and its constituent entities (partners, members or shareholders), which law firm and which opinion shall be satisfactory to (i) Lender, if a Securitization has not occurred, or (ii) Lender and the Rating Agencies, if a Securitization has occurredEndorsement.

Transfer and Assumption. (a) Notwithstanding anything the foregoing and subject to the contrary contained in Section 5.2.10 hereof, Lender shall not unreasonably withhold its consent to a sale, assignment, or other transfer terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.2, Borrowers shall have the right to Transfer all (but not less than all) of the Properties (iwhich have not theretofore been released pursuant to Section 2.4.2 hereof) provided that to another party (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrowers’ obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a “Transfer and Assumption”); provided, no more than one (1) Transfer and Assumption shall be permitted during the term of the Loan unless the Transferee Borrower is a Permitted Affiliate Transferee. Borrowers may make a written application to Lender for Lender’s consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.2. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys’ fees and expenses, and, if a Securitization has occurred, including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs. (b) Lender’s consent, which consent may be withheld in Lender’s reasonable discretion (except to the extent the Transferee Borrower is a Permitted Affiliate Transferee, in which case such consent shall be deemed granted by Lender upon satisfaction of the conditions set forth below), to a Transfer and Assumption shall be subject to the following conditions: (A) Lender receives at least sixty (60) days prior written notice of such transfer, (B) no No Default or Event of Default has occurred and is continuing both at continuing; (B) Borrowers have submitted to Lender true, correct and complete copies of any and all information and documents of any kind requested by Lender concerning the time such notice is given Properties, Transferee Borrower, replacement guarantors and as of the closing date of such transaction, indemnitors and Borrowers; (C) a Securitization Evidence satisfactory to Lender has occurred, been provided showing that the Transferee Borrower and (ii) upon the satisfaction such of the following conditions precedent: (a) The transferee its Affiliates as shall be a single purpose designated by Lender comply and bankruptcy remote entity (“Transferee”) will comply with Section 5.13 hereof, as those provisions may be modified by Lender taking into account the ownership structure of Transferee Borrower and controlled and majority owned (directly or indirectly) by a Permitted Transfereeits Affiliates; (bD) If the Transferee Borrower is not a Permitted Affiliate Transferee and if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, then Lender shall have received a Rating Comfort Letter from the applicable Rating Agencies (if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction); (E) Borrowers shall have paid all of Lender’s reasonable costs and expenses in connection with considering the Transfer and Assumption, and shall have paid the amount requested by Lender as a deposit against Lender’s costs and expenses in connection with the effecting the Transfer and Assumption; (F) Borrowers, the Transferee Borrower, and the replacement guarantors and indemnitors shall have indicated in writing in form and substance reasonably satisfactory to Lender their readiness and ability to satisfy the conditions set forth in subsection (c) below; (G) The identity, experience (including demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Properties)experience, financial condition and creditworthiness (including no history of any bankruptcy or similar proceeding within the preceding ten (10) years) of the sponsor(s) or principals(s) of Transferee Borrower and of any party proposed to become a substitute guarantor, as evidenced by financial statements the replacement guarantors and other information requested by Lender, indemnitors shall be reasonably satisfactory to Lender; (c) The organizational documents of Transferee and its sponsor(s) or principal(s) shall be in form and substance satisfactory to Lender, including lien searches and other internal “know your client” due diligence acceptable to Lender; (d) Certified copies of all documents evidencing such transfer and assumption, which shall be in form and substance satisfactory to Lender; (e) Borrower or Transferee shall pay any and all costs incurred in connection with the transfer (including Lender’s attorneys’ fees and disbursements and all recording fees, transfer taxes, title insurance premiums and mortgage and intangible taxes and any fees of any Rating Agencies), it being acknowledged and agreed that Borrower shall have this obligation if the transaction is not consummated; (f) Transferee shall comply with all of the requirements of Section 4.1.36 hereof; (g) Transferee shall not be an Affiliate of either Borrower or Guarantor; (h) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instruments, this Agreement and the other Loan Documents in a manner satisfactory to Lender in all respects, including by entering into an assumption agreement in form and substance satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (i) A replacement guarantor satisfactory to Lender in its sole discretion shall assume all of the obligations of Guarantor under the Guaranty and the Environmental Indemnity in a manner satisfactory to Lender in all respects, including by entering into an assumption agreement and/or a new guaranty or environmental indemnity agreement, each in form and substance satisfactory to Lender, and delivering such legal opinions as Lender may reasonably require; (j) The Properties shall be managed by a Qualified Manager following such transfer; (k) If a Securitization has occurred, Transferee shall deliver to Lender written confirmation from the Rating Agency that the transfer and the assumption by Transferee shall not result in a downgrade, withdrawal or qualification of the ratings then assigned to the Securities; (l) Transferee shall deliver an endorsement to the existing Title Insurance Policies in form and substance acceptable to Lender insuring the Security Instruments as modified by the assumption agreement, as a valid first lien on the Properties and naming Transferee as owner of the Properties, naming the then current holder of the Loan as the insured, bringing forward the date and time of the Title Insurance Policies to the date and time of recording of the assumption agreement or a memorandum thereof, and addressing such other matters as Lender shall require, and which endorsement shall insure that as of the recording of the assumption agreement, the Properties shall not be subject to any additional exceptions or liens other than those contained in the Title Insurance Policies; (m) Borrower shall pay to Lender an assumption fee equal to (i) with respect to the first such assumption, one quarter of one percent (0.25%) of the outstanding principal balance of the Loan, and (ii) with respect to each assumption thereafter, one percent (1.0%) of the outstanding principal balance of the Loan; and (nH) Transferee The proposed property manager and proposed Management Agreement shall deliver be reasonably satisfactory to Lender an opinion of counsel from an independent law firm with respect to the substantive non-consolidation of Transferee and its constituent entities (partners, members or shareholders), which law firm and which opinion shall be satisfactory to (i) Lender, if a Securitization has not occurred, or (ii) Lender and the Rating Agenciesand, if a Securitization has occurred, the applicable Rating Agencies. (c) If Lender consents to the Transfer and Assumption(whether such consent is actual or deemed), the Transferee Borrower and/or Borrower as the case may be, shall immediately deliver the following to Lender: (A) Borrowers shall deliver to Lender an assumption fee in the amount of (x) $5,000, if the Transferee Borrower is a Permitted Affiliate Transferee, or (y) one-half of one percent (0.5%) of the then unpaid Principal, if the Transferee Borrower is not a Permitted Affiliate Transferee;

Transfer and Assumption. (a) Notwithstanding anything the foregoing and subject to the contrary contained terms and satisfaction of all the conditions precedent set forth in this Section 5.2.10 hereof5.15.2, Borrower shall have the right to Transfer all of the Collateral to another party which meets the criteria set forth in clause (iv) of Section 5.15.2(b) below (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrower’s obligations under the Loan Documents (collectively, a “Transfer and Assumption”). Borrower may make a written application to Lender for Lender’s consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.15.2. Borrower shall not unreasonably withhold its pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys’ fees and expenses in connection with the review of any proposed Transfer and Assumption. (b) Lender’s consent to a sale, assignment, or other transfer of all of Transfer and Assumption shall be given provided the Properties following conditions are satisfied: (i) provided that (A) Lender receives at least sixty (60) days prior written notice of such transfer, (B) no No Default or Event of Default has occurred and is continuing both at continuing; (ii) Borrower has submitted to Lender true, correct and complete copies of all information and documents requested by Lender concerning the time Property, the Collateral, Transferee Borrower or the proposed Transfer and Assumption; (iii) Evidence reasonably satisfactory to Lender has been provided showing that the Transferee Borrower and such notice is given of its Affiliates as shall be designated by Lender comply and will comply with Section 5.12 and Section 5.20 hereof, as those provisions may be modified by Lender taking into account the ownership structure of Transferee Borrower and its Affiliates; (iv) Evidence reasonably satisfactory to Lender (including organizational documents of the closing date Transferee Borrower and direct and indirect owners thereof) has been provided showing that (1) one or more Publicly Owned Persons Controlled by W.P. Xxxxx & Co. LLC owns, directly or indirectly, 51% or more of such transaction, (C) a Securitization has occurredthe ownership interests in Transferee Borrower, and (ii2) upon the satisfaction Transferee Borrower and each member or general partner of the following conditions precedent:Transferee Borrower is Controlled by W.P. Xxxxx & Co. LLC; (av) The transferee shall be a single purpose and bankruptcy remote entity If any Person (“Transferee”together with its Affiliates) and controlled and majority owned will own (directly or indirectly) by a Permitted Transferee25% or more of the ownership interests in Transferee Borrower, Lender shall have approved in its reasonable discretion such Person (and its Affiliates); (bvi) The identityBorrower shall have paid all of Lender’s reasonable costs and expenses in connection with reviewing the Transfer and Assumption, experience (including demonstrated expertise in owning and operating properties similar in location, size, class and operation to shall have paid the Properties), financial condition and creditworthiness (including no history of any bankruptcy or similar proceeding within the preceding ten (10) years) of the sponsor(s) or principals(s) of Transferee and of any party proposed to become a substitute guarantor, as evidenced by financial statements and other information amount reasonably requested by Lender as a deposit against Lender’s costs and expenses in connection with the effecting the Transfer and Assumption; and (vii) Borrower, the Transferee Borrower and Guarantor shall be have indicated in writing in form and substance reasonably satisfactory to Lender;Lender their readiness and ability to satisfy the conditions set forth in subsection (c) below. (c) The organizational If Lender consents to the Transfer and Assumption, the Transferee Borrower, Borrower and/or Guarantor, as the case may be, shall immediately deliver the following to Lender: (i) Borrower, Transferee Borrower and Guarantor shall execute and deliver to Lender all documents of Transferee and its sponsor(s) or principal(s) shall be reasonably required by Lender, in form and substance required by Lender, in Lender’s reasonable discretion; (ii) Counsel to the Transferee Borrower and Guarantor 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 were required in connection with the origination of the Loan (including a new substantive non-consolidation opinion with respect to the Transferee Borrower); (iii) Borrower shall cause to be delivered to Lender, including lien searches an endorsement (relating to the change in the identity of the vestee and other internal “know your client” due diligence execution and delivery of the Transfer and Assumption documents) to the title insurance policies delivered to Lender at the closing of the Loan in form and substance acceptable to Lender;, in Lender’s reasonable discretion (the “Endorsement”); and (iv) Borrower shall deliver to Lender a payment in the amount of all remaining unpaid costs incurred by Lender in connection with the Transfer and Assumption, including but not limited to, Lender’s reasonable attorneys fees and expenses, all recording fees, and all fees payable to the title company for the delivery to Lender of the Endorsement. (d) Certified copies of all documents evidencing such transfer and assumptionBorrower shall have the right, which shall be in form and substance satisfactory to Lender; (e) Borrower or Transferee shall pay any and all costs incurred at its option, in connection with a Transfer and Assumption to request that Lender accept a replacement guarantor and release Guarantor from all obligations under the transfer (including Lender’s attorneys’ fees Guaranty accruing from and disbursements after the effective date of the Transfer and all recording fees, transfer taxes, title insurance premiums and mortgage and intangible taxes and any fees of any Rating Agencies), it being acknowledged and agreed that Assumption. If Borrower shall have this obligation if exercise such option, Lender agrees to accept a replacement guarantor and release Guarantor from all obligations under the transaction is not consummated; (f) Transferee shall comply with Guaranty accruing from and after the effective date of the Transfer and Assumption provided all of the requirements following conditions are satisfied: (i) the Transfer and Assumption is consented to by Lender and closes in accordance with the provisions of this Section 4.1.36 hereof; 5.15.2, (gii) Transferee shall not be evidence reasonably satisfactory to Lender has been provided to Lender showing that the replacement guarantor is an Affiliate of either Guarantor and an Affiliate of Transferee Borrower or Guarantor; and not in violation of Section 5.20 hereof, (hiii) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instruments, this Agreement and the other Loan Documents in a manner evidence satisfactory to Lender in all respects, including by entering into an assumption agreement in form and substance satisfactory has been provided to Lender and delivering such legal opinions as Lender may reasonably require; (i) A showing that the net worth under GAAP of the replacement guarantor satisfactory equals or exceeds $250 million, (iv) the replacement guarantor executes, acknowledges and delivers to Lender concurrently with the Transfer and Assumption a guaranty in its sole discretion shall assume the form of the Guaranty and all other documents reasonably required by Lender so that the replacement guarantor assumes all of the obligations of Guarantor under accruing from and after the Guaranty effective date of the Transfer and Assumption, (v) counsel to the Environmental Indemnity in a manner satisfactory replacement guarantor delivers to Lender in all respects, including by entering into an assumption agreement and/or a new guaranty or environmental indemnity agreement, each opinions in form and substance reasonably satisfactory to LenderLender as to such matters as Lender shall reasonably require, and delivering such legal opinions as (vi) Borrower pays to Lender may reasonably require;all reasonable out of pocket costs and expense incurred by Lender in connection with the replacement guarantor. (je) The Properties Borrower shall be managed by have the right, at its option, in connection with a Qualified Manager Permitted Transfer (other than a Transfer and Assumption) to request that Lender accept a replacement guarantor and release Guarantor from all obligations under the Guaranty accruing from and after the effective date of the Permitted Transfer. If Borrower shall exercise such option, Lender agrees to accept a replacement guarantor and release Guarantor from all obligations under the Guaranty accruing from and after the effective date of the Permitted Transfer provided all of the following such transfer; conditions are satisfied: (ki) If a Securitization has occurredthe Permitted Transfer is effectuated, Transferee shall deliver (ii) evidence reasonably satisfactory to Lender written confirmation from the Rating Agency has been provided to Lender showing that the transfer replacement guarantor is an Affiliate of Guarantor and an Affiliate of Borrower and not in violation of Section 5.20 hereof, (iii) evidence reasonably satisfactory to Lender has been provided to Lender showing that the assumption by Transferee shall not result in a downgrade, withdrawal or qualification net worth under GAAP of the ratings then assigned replacement guarantor equals or exceeds $250 million, (iv) the replacement guarantor executes, acknowledges and delivers to Lender concurrently with the Permitted Transfer a guaranty in the form of the Guaranty, and all other documents reasonably required by Lender to evidence the replacement guarantor’s assumption of all of the obligations of Guarantor accruing from and after the effective date of the Permitted Transfer, (v) counsel to the Securities; (l) Transferee shall deliver an endorsement replacement guarantor delivers to the existing Title Insurance Policies Lender opinions in form and substance acceptable reasonably satisfactory to Lender insuring the Security Instruments as modified by the assumption agreement, as a valid first lien on the Properties and naming Transferee as owner of the Properties, naming the then current holder of the Loan as the insured, bringing forward the date and time of the Title Insurance Policies to the date and time of recording of the assumption agreement or a memorandum thereof, and addressing such other matters as Lender shall reasonably require, and which endorsement shall insure that as of the recording of the assumption agreement, the Properties shall not be subject to any additional exceptions or liens other than those contained in the Title Insurance Policies; (mvi) Borrower shall pay pays to Lender an assumption fee equal to (i) all out-of-pocket costs and expenses incurred by Lender in connection with respect to the first such assumption, one quarter of one percent (0.25%) of the outstanding principal balance of the Loan, and (ii) with respect to each assumption thereafter, one percent (1.0%) of the outstanding principal balance of the Loan; and (n) Transferee shall deliver to Lender an opinion of counsel from an independent law firm with respect to the substantive non-consolidation of Transferee and its constituent entities (partners, members or shareholders), which law firm and which opinion shall be satisfactory to (i) Lender, if a Securitization has not occurred, or (ii) Lender and the Rating Agencies, if a Securitization has occurredreplacement guarantor.

Transfer and Assumption. Notwithstanding anything to the contrary contained in Section 5.2.10 hereof, after two (2) years following the date hereof, Lender shall not unreasonably withhold its consent to a one-time sale, assignment, or other transfer of all of the Properties (i) provided that (Ai) Lender receives at least sixty (60) days prior written notice of such transfer, (Bii) no Event of Default has occurred and is continuing both at the time such notice is given and as of the closing date of such transaction, (C) a Securitization has occurred, transaction and (iic) upon the satisfaction of the following conditions precedent: (a) The transferee shall be a identity, experience (including, without limitation, demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Properties), financial condition, creditworthiness (including, without limitation, no pending regulatory action or litigation and no existing defaults under any other permitted indebtedness), single purpose nature and bankruptcy remote entity remoteness of the transferee (“Transferee”) and controlled and majority owned (directly or indirectly) by a Permitted Transfereeshall be satisfactory to Lender; (b) The identity, experience (including including, without limitation, demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Properties), financial condition and creditworthiness (including including, without limitation, no history of any bankruptcy or similar proceeding within the preceding ten (10) years) of the sponsor(s) or principals(s) of Transferee and of any party proposed to become a substitute guarantorGuarantor, as evidenced by financial statements and other information requested by Lender, shall be satisfactory to Lender; (c) The organizational documents of the Transferee and its sponsor(s) or principal(s) shall be in form and substance satisfactory to Lender, including lien searches and other internal “know your client” due diligence acceptable to Lender; (d) Certified copies of all documents evidencing such transfer and assumption, which shall be in form and substance satisfactory to Lender; (e) Borrower or Transferee shall pay any and all costs incurred in connection with the transfer (including including, without limitation, Lender’s attorneys’ fees and disbursements and all recording fees, transfer taxes, title insurance premiums and mortgage and intangible taxes and any fees of any Rating Agenciestaxes), it being acknowledged and agreed agree that Borrower shall have this obligation if the transaction is not consummated; (fe) The Transferee shall comply with all of the requirements of Section 4.1.36 hereof; (gf) Transferee shall not be an Affiliate of either Borrower or Guarantor; (hg) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instruments, this Agreement and the other Loan Documents Documents, and the sponsor(s) or principal(s) of Transferee and any other party approved by Lender as set forth in this Section 5.2.11 of Transferee (or an Affiliate or principal thereof acceptable to Lender in all respects) shall assume all of the obligations of Guarantor under the Guaranty and the Environmental Indemnity, in each case, in a manner satisfactory to Lender in all respects, including including, without limitation, by entering into an assumption agreement in form and substance satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (i) A replacement guarantor satisfactory to Lender in its sole discretion shall assume all of the obligations of Guarantor under the Guaranty and the Environmental Indemnity in a manner satisfactory to Lender in all respects, including by entering into an assumption agreement and/or a new guaranty or environmental indemnity agreement, each in form and substance satisfactory to Lender, and delivering such legal opinions as Lender may reasonably require; (jh) The Properties shall be managed by a Qualified Manager following such transfer; (ki) If a Securitization has occurred, Transferee shall deliver to Lender written confirmation from the Rating Agency that the transfer and the assumption by Transferee shall not result in a downgrade, withdrawal or qualification of the ratings then assigned to the Securities; (lj) Transferee shall deliver an endorsement to the existing Title Insurance Policies in form and substance acceptable to Lender insuring the Security Instruments as modified by the assumption agreement, as a valid first lien on the Properties and naming Transferee as owner of the Properties, naming the then current holder of the Loan as the insured, bringing forward the date and time of the Title Insurance Policies to the date and time of recording of the assumption agreement or a memorandum thereof, and addressing such other matters as Lender shall require, and which endorsement shall insure that as of the recording of the assumption agreement, the Properties shall not be subject to any additional exceptions or liens other than those contained in the Title Insurance Policies;; and (mk) Borrower shall pay to Lender an assumption fee equal to (i) with respect to the first such assumption, one quarter of one percent (0.25%) of the outstanding principal balance of the Loan, and (ii) with respect to each assumption thereafter, one percent (1.0%) of the outstanding principal balance of the Loan for such assumption of the Loan; and (nl) Transferee shall deliver to Lender an opinion of counsel from an independent law firm with respect to the substantive non-consolidation of Transferee and its constituent entities (partners, members or shareholders), which law firm and which opinion shall be satisfactory to (i) Lender, if a Securitization has not occurred, or (ii) Lender and the Rating Agencies, if a Securitization has occurred.

Transfer and Assumption. (a) Notwithstanding anything the foregoing, Borrower shall have the right to Transfer the Property to another party (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a “Transfer and Assumption”). Borrower may make a written application to Lender for Lender’s consent to the contrary contained Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.2.10 hereof5.26.6. Together with such written application, Borrower will pay to Lender the reasonable review fee then required by Lender. Borrower also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys’ fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs. (b) Lender’s consent to a Transfer and Assumption, shall be subject to the following conditions (and if all such conditions have been satisfied, Lender shall not unreasonably withhold its consent to a sale, assignment, or other transfer of all of the Properties subject Transfer and Assumption): (i) provided that (A) Lender receives at least sixty (60) days prior written notice of such transfer, (B) no No Default or Event of Default has occurred and is continuing both at the time such notice is given and as of the closing date of such transaction, (C) a Securitization has occurred, and continuing; (ii) upon Borrower has submitted to Lender true, correct and complete copies of any and all information and documents reasonably requested by Lender concerning the satisfaction of the following conditions precedent:Property, Transferee Borrower, replacement guarantors and indemnitors and Borrower; (aiii) The transferee Evidence satisfactory to Lender has been provided showing that the Transferee Borrower and such of its Affiliates as shall be designated by Lender comply and will comply with Section 5.13 hereof, as those provisions may be modified by Lender taking into account the ownership structure of Transferee Borrower and its Affiliates; (iv) If the Loan, by itself or together with other loans, has been the subject of a single purpose Securitization, then Lender shall have received a Rating Comfort Letter from the applicable Rating Agencies; provided that the requirements contained in this clause (iv) shall not apply in connection with a Transfer and bankruptcy remote entity (“Transferee”) and controlled and majority owned (directly or indirectly) by Assumption to a Transferee Borrower that is a Permitted REIT Transferee; (bv) The identityIf the Loan has not been the subject of a Securitization, experience then Lender shall have determined in its reasonable discretion (taking into consideration such factors as Lender may determine, including demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Properties), financial condition and creditworthiness (including no history of any bankruptcy or similar proceeding within the preceding ten (10) years) attributes of the sponsor(sloan pool in which the Loan might reasonably be expected to be securitized) that no rating for any securities that would be issued in connection with such securitization will be diminished, qualified, or principals(swithheld by reason of the Transfer and Assumption; provided that the requirements contained in this clause (v) of shall not apply in connection with a Transfer and Assumption to a Transferee and of any party proposed to become Borrower that is a substitute guarantor, as evidenced by financial statements and other information requested by Lender, shall be satisfactory to LenderPermitted REIT Transferee; (cvi) The organizational documents Borrower shall have paid all of Lender’s reasonable costs and expenses in connection with considering the Transfer and Assumption, and shall have paid the amount requested by Lender as a deposit against Lender’s costs and expenses in connection with effecting the Transfer and Assumption; (vii) Borrower, the Transferee Borrower, and its sponsor(s) or principal(s) the replacement guarantors and indemnitors shall be have indicated in writing in form and substance satisfactory to Lender, including lien searches and other internal “know your client” due diligence acceptable to Lender; (d) Certified copies of all documents evidencing such transfer and assumption, which shall be in form and substance satisfactory to Lender; (e) Borrower or Transferee shall pay any and all costs incurred in connection with the transfer (including Lender’s attorneys’ fees and disbursements and all recording fees, transfer taxes, title insurance premiums and mortgage and intangible taxes and any fees of any Rating Agencies), it being acknowledged and agreed that Borrower shall have this obligation if the transaction is not consummated; (f) Transferee shall comply with all of the requirements of Section 4.1.36 hereof; (g) Transferee shall not be an Affiliate of either Borrower or Guarantor; (h) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instruments, this Agreement and the other Loan Documents in a manner reasonably satisfactory to Lender their readiness and ability to satisfy the conditions set forth in all respects, including by entering into an assumption agreement in form and substance satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; subsection (ic) A replacement guarantor satisfactory to Lender in its sole discretion shall assume all of the obligations of Guarantor under the Guaranty and the Environmental Indemnity in a manner satisfactory to Lender in all respects, including by entering into an assumption agreement and/or a new guaranty or environmental indemnity agreement, each in form and substance satisfactory to Lender, and delivering such legal opinions as Lender may reasonably require; below (j) The Properties shall be managed by a Qualified Manager following such transfer; (k) If a Securitization has occurred, Transferee shall deliver to Lender written confirmation from the Rating Agency that the transfer and the assumption by Transferee shall not result in a downgrade, withdrawal or qualification of the ratings then assigned to the Securities; (l) Transferee shall deliver an endorsement to the existing Title Insurance Policies in form and substance acceptable to Lender insuring the Security Instruments as modified by the assumption agreement, as a valid first lien on the Properties and naming Transferee as owner of the Properties, naming the then current holder of the Loan as the insured, bringing forward the date and time of the Title Insurance Policies to the date and time of recording of the assumption agreement or a memorandum thereof, and addressing such other matters as Lender shall require, and which endorsement shall insure that as of the recording of the assumption agreement, the Properties shall not be subject to any additional exceptions or liens other than those contained in the Title Insurance Policies; (m) Borrower shall pay to Lender an assumption fee equal to clause (i) with respect to a Permitted REIT Transferee); and (viii) The identity, experience, and financial condition of the Transferee Borrower and the replacement guarantors and indemnitors shall be reasonably satisfactory to Lender; provided that the requirements contained in this clause (viii) shall not apply in connection with a Transfer and Assumption to a Transferee Borrower that is a Permitted REIT Transferee. (c) If Lender consents to the Transfer and Assumption, the Transferee Borrower and/or Borrower as the case may be, shall immediately deliver the following to Lender concurrently with the consummation of such Transfer and Assumption: (i) Borrower shall deliver to Lender an assumption fee in the amount of (x) with respect to the first such assumptionTransfer and Assumption, one quarter of one percent (0.25%) % of the outstanding principal balance of the Loan, then unpaid Principal and (ii) with respect to each assumption thereafterany subsequent Transfer and Assumption, one percent (1.0%) 0.50% of the outstanding principal balance of the Loan; and (n) Transferee shall deliver to Lender an opinion of counsel from an independent law firm with respect then unpaid Principal, less any review fees, costs and expenses previously paid by Borrower pursuant to the substantive non-consolidation provision of Section 5.26.6(a) and (b)(vi); provided that, no assumption fee shall apply in connection with a Transfer and Assumption to a Transferee and its constituent entities (partners, members or shareholders), which law firm and which opinion shall be satisfactory to (i) Lender, if Borrower that is a Securitization has not occurred, or (ii) Lender and the Rating Agencies, if a Securitization has occurred.Permitted REIT Transferee;