Common use of Transfers, etc Clause in Contracts

Transfers, etc. (a) Borrower shall not, without the prior consent of Lender, in any manner allow a Transfer (other than a Permitted Transfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner)) to occur or enter into any agreement which expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner to, enter into any consensual sale or other similar transaction with respect to the Property or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof. (b) Notwithstanding the provisions of Section 2.11(a), any Release made in accordance with the terms of Section 15.02 of the Mortgage shall be a permitted Transfer hereunder and shall not require the consent of Lender provided that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower and each General Partner is and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) hereof, (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Lender shall have received no less than thirty (30) days prior written notice of such Release, (v) the Release shall have been consummated in accordance with the terms of the Mortgage, and (vi) upon or prior to such Release, Borrower shall repay a portion of the principal amount of the Loan in an amount equal to 110% of the Mez Allocated Loan Amount with respect to the Cross-collateralized Property to be released in connection with such Release together with any sums, if any, required to be paid pursuant to Section 6.01(b)(v) hereof. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not in connection with the sale of a Cross-collateralized Property, Borrower shall have the right to (i) transfer to any person, including an Affiliate of Borrower, all of Borrower’s limited partnership interest in the Owner of the Cross-collateralized Property released in connection with such Release and (ii) cause the general partner of the Owner of the Cross-collateralized Property released in connection with such Release to transfer to any Person, including an Affiliate of Borrower, all of such general partner’s general partnership interest in the Owner of such Cross-collateralized Property and in connection with any such transfers described in Section 2.11(c), no additional consideration shall be payable to Lender.

Transfers, etc. (a) Borrower shall not, without the prior consent of Lender, in any manner allow a Transfer (other than a Permitted Transfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in OwnerOwner or Senior Mez Borrower)) to occur or enter into any agreement which expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner or Senior Mez Borrower to, enter into any consensual sale or other similar transaction with respect to the Property or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof. (b) Notwithstanding the provisions of Section 2.11(a), any Release made in accordance with the terms of Section 15.02 of the Mortgage and the transfer of interests by Senior Mez Borrower pursuant to Section 2.11 of the Senior Mez Loan Agreement, shall be a permitted Transfer hereunder and shall not require the consent of Lender provided that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower and each General Partner is and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) hereof, (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Lender shall have received no less than thirty (30) days prior written notice of such Release, (v) the Release shall have been consummated in accordance with the terms of the Mortgage, and (vi) upon or prior to such Release, Borrower shall repay a portion of the principal amount of the Loan in an amount equal to 110% of the Mez Allocated Loan Amount with respect to the Cross-collateralized Property to be released in connection with such Release together with any sums, if any, required to be paid pursuant to Section 6.01(b)(v) hereof. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not in connection with the sale of a Cross-collateralized Property, Borrower shall have the right to (i) transfer to any person, including an Affiliate of Borrower, all of Borrower’s limited partnership interest in the Owner of the Cross-collateralized Property released in connection with such Release and (ii) cause the general partner of the Owner of the Cross-collateralized Property released in connection with such Release to transfer to any Person, including an Affiliate of Borrower, all of such general partner’s general partnership interest in the Owner of such Cross-collateralized Property and in connection with any such transfers described in Section 2.11(c), no additional consideration shall be payable to Lender.

Transfers, etc. (a) Borrower shall not, without the prior consent of Lender, in any manner allow a Transfer (other than a Permitted Transfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner)) to occur or enter into any agreement which in either case expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner to, enter into any consensual sale or other similar transaction with respect to the Property Premises or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereoftherein. (b) Notwithstanding the foregoing provisions of this Section 2.11(a)2.11, any Release made solely in accordance connection with a Sale (as defined in the terms of Mortgage) permitted pursuant to Section 15.02 9.04 of the Mortgage a new borrower (“New Borrower”), owning 100% of the unencumbered equity interests in the proposed new owner of the Premises (the “New Owner”) may assume Borrower’s obligations hereunder (hereinafter, a “Proposed Loan Assumption”) or a Transfer otherwise prohibited hereunder shall be a permitted Transfer hereunder and shall not require the without Lender consent of Lender or approval provided that each of the following terms and conditions are satisfied: (i) no No Event of Default shall have occurred and be continuing, is then continuing hereunder or under any of the other Loan Documents; (ii) Borrower and each General Partner is and Lender shall continue after such Release have, in its reasonable discretion, consented to be in compliance with the requirements of Section 2.02(g) hereof, Proposed Loan Assumption; (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Borrower gives Lender shall have received no less than thirty (30) days prior written notice of such Release, (v) the Release shall have been consummated in accordance with the terms of the MortgageProposed Loan Assumption not less than sixty (60) days before the date on which such Proposed Loan Assumption is scheduled to close and, concurrently therewith, gives Lender all such information concerning the New Borrower and the New Owner as Lender would require in evaluating an initial extension of credit to a borrower and Lender determines, in its reasonable discretion that the New Borrower and the New Owner are acceptable to Lender in all respects (viit being acknowledged that any Permitted Transferee shall be deemed acceptable to Lender provided that not more than 75% in the aggregate of the direct or indirect interests in Borrower (but without including more than once one or more transfers of the same interest) upon has been transferred subsequent to the Closing Date in one or more transactions and Borrower continues to be Controlled by the same Persons which Controlled Borrower prior to such Releasetransfer (it being acknowledged that (x) any holder of more than forty percent of the direct or indirect interest in Borrower may have veto rights over major decisions which are customary in joint venture agreements between two fifty percent owners of a Person and the same shall not constitute a change in Control) and (y) it further being acknowledged that any Transfer of a direct or indirect interest in Morgans Group LLC otherwise requiring approval hereunder shall not be subject to the approval of Lender if Morgans Group LLC continues to own and manage hotel rooms located in full service luxury or full service upscale properties numbering not less than eighty percent (80%) of the number of hotel rooms which it owns and eighty percent (80%) of the number of hotel rooms it manages as of the Closing Date (and such numbers shall be calculated on a pro rata basis, so that, for example, if Morgans Group LLC has a fifty percent (50%) interest in a Person that owns two hundred (200) hotel rooms, Morgans Group LLC shall be deemed to own one hundred (100) hotel rooms) and the conditions set forth in clauses (A) and (B) of the definition of Permitted Transferee are met); (iv) In the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower shall repay pays Lender, concurrently with the closing of such Proposed Loan Assumption, a portion of the principal amount of the Loan non-refundable assumption fee in an amount equal to 110% one percent (1%) of the Mez Allocated then outstanding Loan Amount with respect to (which fee shall be waived in the Cross-collateralized Property to be released event of a Transfer of the type set forth in connection with such Release clause (y) of Section 2.11((b)(iii)) for each Proposed Loan Assumption, together with any sumsall out-of-pocket costs and expenses, if anyincluding, required to be paid pursuant to Section 6.01(b)(v) hereof. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the sale Proposed Loan Assumption; (v) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower assumes all of the obligations under the Loan Documents and, prior to or concurrently with the closing of such Proposed Loan Assumption, New Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may require similar to those delivered at the closing of the Loan; (vi) In the event the applicable Transfer will result in a Cross-collateralized PropertyNew Borrower owning the Collateral, Borrower shall have and New Borrower execute, without any cost or expense to Lender, new financing statements or financing statement amendments and any additional documents reasonably requested by Lender and New Borrower grants to Lender a perfected first priority interest in 100% of the right equity ownership interests in New Owner (such interests, along with any other collateral securing the Loan, the “New Collateral”) and grants Lender a perfected first priority lien in such New Collateral; (vii) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower delivers to Lender, without any cost or expense to Lender, such endorsements to Lender’s “Eagle 9” (ior equivalent) transfer to any personinsurance policy which insures Lender’s lien in the New Collateral, including an Affiliate hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary at the time of Borrowerthe Proposed Loan Assumption, all in form and substance reasonably satisfactory to Lender; (viii) In the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Borrower’s limited partnership interest in Lender, its officers, directors, employees and agents, from all claims and liability relating to the Owner transactions evidenced by the Loan Documents, through and including the date of the Cross-collateralized Property released closing of the Proposed Loan Assumption, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon New Borrower; (ix) In the event the applicable Transfer will result in a New Borrower owning the Collateral, subject to the provisions of Article VIII hereof, such Proposed Loan Assumption does not relieve Borrower of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Proposed Loan Assumption, and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability; (x) In the event the applicable Transfer will result in a New Borrower owning the Collateral, such Proposed Loan Assumption does not relieve any Guarantor of its obligations under any guaranty or indemnity agreement executed in connection with the Loan and each such Release Guarantor executes, without any cost or expense to Lender, such documents and (ii) cause agreements as Lender shall reasonably require to evidence and effectuate the general partner ratification of each such guaranty agreement, provided that if New Borrower or a party associated with New Borrower approved by Lender in its reasonable discretion assumes the obligations of the Owner of the Cross-collateralized Property released in connection current Guarantor under its guaranty and New Borrower or such party associated with such Release to transfer to any Person, including an Affiliate of New Borrower, as applicable, executes, without any cost or expense to Lender, a new guaranty in similar form and substance to the existing guaranty and otherwise satisfactory to Lender, then Lender shall release the current Guarantor from all obligations arising under its guaranty after the closing of such general partnerProposed Loan Assumption; and (xi) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower is a Single Purpose Entity and Lender receives a non-consolidation opinion relating to New Borrower from New Borrower’s general partnership interest counsel, which opinion is in the Owner of such Cross-collateralized Property form and in connection with any such transfers described in Section 2.11(c), no additional consideration shall be payable substance reasonably acceptable to Lender.

Transfers, etc. (a) Borrower shall not, without the prior consent of Lender, in any manner allow a Transfer (other than a Permitted Transfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner, Intermediate Mez Borrower or Senior Mez Borrower)) to occur or enter into any agreement which expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner Owner, Intermediate Mez Borrower or Senior Mez Borrower to, enter into any consensual sale or other similar transaction with respect to the Property or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof. (b) Notwithstanding the provisions of Section 2.11(a), any Release made in accordance with the terms of Section 15.02 of the Mortgage Mortgage, the transfer of interests by Senior Mez Borrower pursuant to Section 2.11 of the Senior Mez Loan Agreement and the transfer of interests by Intermediate Mez Borrower pursuant to Section 2.11 of the Intermediate Mez Loan Agreement, shall be a permitted Transfer hereunder and shall not require the consent of Lender provided that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower and each General Partner is and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) hereof, (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Lender shall have received no less than thirty (30) days prior written notice of such Release, (v) the Release shall have been consummated in accordance with the terms of the Mortgage, and (vi) upon or prior to such Release, Borrower shall repay a portion of the principal amount of the Loan in an amount equal to 110% of the Mez Allocated Loan Amount with respect to the Cross-collateralized Property to be released in connection with such Release together with any sums, if any, required to be paid pursuant to Section 6.01(b)(v) hereof. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not in connection with the sale of a Cross-collateralized Property, Borrower shall have the right to (i) transfer to any person, including an Affiliate of Borrower, all of Borrower’s limited partnership interest in the Owner of the Cross-collateralized Property released in connection with such Release and (ii) cause the general partner of the Owner of the Cross-collateralized Property released in connection with such Release to transfer to any Person, including an Affiliate of Borrower, all of such general partner’s general partnership interest in the Owner of such Cross-collateralized Property and in connection with any such transfers described in Section 2.11(c), no additional consideration shall be payable to Lender.

Transfers, etc. (a) Borrower shall not, without the prior consent of Lender, in any manner allow a Transfer (other than a Permitted Transfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner)) to occur or enter into any agreement which expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner to, enter into any consensual sale or other similar transaction with respect to the Property or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereoftherein. (b) Notwithstanding the foregoing provisions of this Section 2.11, solely in connection with a sale of the Premises permitted pursuant to Section 9.04 of the Mortgage a new borrower (“New Borrower”), owning 100% of the unencumbered equity interests in the proposed new owner of the Premises (the “New Owner”) may assume Borrower’s obligations hereunder (hereinafter, a “Proposed Loan Assumption”) provided that each of the following terms and conditions are satisfied: (i) No Event of Default is then continuing hereunder or under any of the other Loan Documents; (ii) Lender shall have, in its sole and absolute discretion, consented to the Proposed Loan Assumption; (iii) Borrower gives Lender written notice of the terms of the Proposed Loan Assumption not less than thirty (30) days before the date on which such Proposed Loan Assumption is scheduled to close and, concurrently therewith, gives Lender all such information concerning the New Borrower and the New Owner as Lender would require in evaluating an initial extension of credit to a borrower and Lender determines, in its sole discretion that the New Borrower and the New Owner are acceptable to Lender in all respects; (iv) Borrower pays Lender, concurrently with the closing of such Proposed Loan Assumption, a non-refundable assumption fee in an amount equal to one-half percent (0.5%) of the then outstanding Loan Amount for each Proposed Loan Assumption, together with all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the Proposed Loan Assumption; (v) New Borrower assumes all of the obligations under the Loan Documents and, prior to or concurrently with the closing of such Proposed Loan Assumption, New Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may require similar to those delivered at the closing of the Loan; (vi) Borrower and New Borrower execute, without any cost or expense to Lender any additional documents reasonably requested by Lender and New Borrower delivers certificated securities to Lender representing 100% of the equity ownership interests in New Owner (such interests, along with any other collateral securing the Loan, the “New Collateral”) and grants Lender a perfected first priority lien in such New Collateral; (vii) New Borrower delivers to Lender, without any cost or expense to Lender, such endorsements to Lender’s “Eagle 9” (or equivalent) insurance policy which insures Lender’s lien in the New Collateral, hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary at the time of the Proposed Loan Assumption, all in form and substance satisfactory to Lender; (viii) Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Proposed Loan Assumption, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon New Borrower; (ix) subject to the provisions of Article VIII hereof, such Proposed Loan Assumption is not construed so as to relieve Borrower of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Proposed Loan Assumption, and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability; (x) such Proposed Loan Assumption is not construed so as to relieve any Guarantor of its obligations under any guaranty or indemnity agreement executed in connection with the Loan and each such Guarantor executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty agreement, provided that if New Borrower or a party associated with New Borrower approved by Lender in its sole and absolute discretion assumes the obligations of the current Guarantor under its guaranty and New Borrower or such party associated with New Borrower, as applicable, executes, without any cost or expense to Lender, a new guaranty in similar form and substance to the existing guaranty and otherwise satisfactory to Lender, then Lender shall release the current Guarantor from all obligations arising under its guaranty after the closing of such Proposed Loan Assumption; and (xi) New Borrower is a Single Purpose Entity and Lender receives a non-consolidation opinion relating to New Borrower from New Borrower’s counsel, which opinion is in form and substance reasonably acceptable to Lender. (c) Notwithstanding any contrary provision contained in Section 2.11(a) or Section 2.11(b), provided that (A) no Event of Default exists and is continuing and (B) for as long as the Debt is outstanding, (i) Summerhill Borrower shall continue to own one hundred percent (100%) of the direct ownership interests in Summerhill Owner, (ii) Bayshore Borrower shall continue to own one hundred percent (100%) of the direct ownership interests in Bayshore Owner, and (iii) no Transfer shall be permitted if the effect thereof would be that Lender would fail to continue to maintain a perfected first-priority security interest in the direct ownership interest in Owner, Lender’s consent shall not be required in connection with: (i) any Transfer from Valley Residential Properties, LLC, a Delaware limited liability company (“VRP”) to Square Mile LV Multifamily LLC, a Delaware limited liability company (“SMLV”), including, without limitation, a change in the day to day management of either Borrower, or any Transfer by SMLV including, without limitation, to VRP; (ii) any Transfer by SMLV of all or any portion of its direct or indirect interest in Borrower to one or more Affiliates of SMLV, so long as such Affiliate is Controlled (without any required level of ownership), directly or indirectly, by either of Xxxxxxx X. Xxxxxx (“JBC”) or Xxxxx X. Xxxxxxx (“CHS”); (iii) any Transfer of ownership interests at any level in SMLV, provided that either of JBC or CHS continue to Control, directly or indirectly, SMLV; (iv) any Transfer by SMLV to a Permitted Transferee (as such term is defined in the Mortgage Loan Documents); (v) any Transfer, directly or indirectly, between the members of VRP (subject to compliance with any restrictions in the organizational documents of VRP or Square Valley, LLC); (vi) any Transfer by a natural Person of an indirect ownership interest in Borrower (A) to a trust established by such Person for his parents, spouse, siblings and lineal descendants (each, a “Family Member”), (B) to a Family Member by will or intestacy upon the death of such Person, and (C) to any Family Member of such Person. If, after giving effect to any such Transfer, more than forty-nine percent (49%), in the aggregate of the direct or indirect interests in Borrower are owned by any Person, together with the Affiliates of such Person that owned less that forty-nine percent (49%) of the direct or indirect interest in Borrower as of the date hereof, each Borrower shall, no less than thirty (30) days prior to the effective date of any such Transfer, deliver to Lender a substantive non-consolidation opinion prepared by a Person and in form and substance acceptable to Lender and the Rating Agencies. In addition, notwithstanding any contrary provision contained in this Section 2.11, (i) at all times, one of Xxxxxx X. Xxxxxx, JBC or CHS must continue to Control Borrower; (ii) in the event any transferee permitted under this Section 2.11 obtains a twenty percent (20%) or greater direct or indirect interest in either Borrower, and such Person does not, as of the date hereof, own a twenty percent (20%) or greater direct or indirect interest in such Borrower, Lender shall receive customary searches with respect to such transferee (including, without limitation, OFAC, bankruptcy, litigation and lien searches), all of which must be in form and substance acceptable to Lender; and (iii) Borrower shall reimburse Lender for any out-of-pocket expenses incurred by Lender in connection with any Transfer made pursuant to this Section 2.11. (d) In the event of any Release made in accordance with the terms of Section 15.02 of the Mortgage Mortgage, none of which terms shall be waived without Lender’s consent, shall be a permitted Transfer hereunder hereunder, and shall not require the consent of Lender Lender, provided that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower and each General Partner is and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) hereof, (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Lender shall have received no less than thirty an amount equal to the greater of (30i) days 115% of the Allocated Loan Amount for the applicable Collateral and (ii)(A) an amount such that subsequent to the proposed Release, the Aggregate Debt Service Coverage immediately following the Release is at least equal to (x) 1.15:1.0 and (y) the Aggregate Debt Service Coverage immediately prior written notice of to effecting such Release, whichever is higher, multiplied by (vB) a fraction, the Release shall have been consummated in accordance with numerator of which is the terms Principal Amount and the denominator of which is the sum of the Mortgage, Principal Amount and (vi) upon or prior to such Release, Borrower shall repay a portion of the outstanding principal amount of the Loan in an amount equal to 110% of the Mez Allocated Loan Amount with respect to the Cross-collateralized Property to be released in connection with such Release together with any sums, if any, required to be paid pursuant to Section 6.01(b)(v) hereofMortgage Loan. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not in connection with the sale of a Cross-collateralized Property, Borrower shall have the right to (i) transfer to any person, including an Affiliate of Borrower, all of Borrower’s limited partnership interest in the Owner of the Cross-collateralized Property released in connection with such Release and (ii) cause the general partner of the Owner of the Cross-collateralized Property released in connection with such Release to transfer to any Person, including an Affiliate of Borrower, all of such general partner’s general partnership interest in the Owner of such Cross-collateralized Property and in connection with any such transfers described in Section 2.11(c), no additional consideration shall be payable to Lender.

Transfers, etc. (a) Borrower shall not, without the prior consent of Lender, in any manner allow a Transfer (other than a Permitted Transfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner)) to occur or enter into any agreement which expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner Owner, Intermediate Mezz Borrower or Senior Mezz Borrower to, enter into any consensual sale or other similar transaction with respect to the Property Premises or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereoftherein. (b) Notwithstanding the foregoing provisions of this Section 2.11(a)2.11, any Release made solely in accordance connection with a sale of the terms of Premises permitted pursuant to Section 15.02 9.04 of the Mortgage shall be and the sale of interests in Senior Mezz Borrower pursuant to Section 2.11 of the Senior Mezz Loan Agreement and the sale of interests in Intermediate Mezz Borrower pursuant to Section 2.11 of the Intermediate Mezz Loan Agreement, a permitted Transfer new borrower (“New Borrower”), owning 100% of the indirect, unencumbered equity interests in the proposed new owner of the Premises (the “New Owner”) may assume Borrower’s obligations hereunder and shall not require the consent of Lender (hereinafter, a “Proposed Loan Assumption”) provided that each of the following terms and conditions are satisfied: (i) no No Event of Default shall have occurred and be continuing, is then continuing hereunder or under any of the other Loan Documents; (ii) Borrower Lender shall have, in its sole and each General Partner is absolute discretion, consented to the Proposed Loan Assumption; provided, however, in connection with an IPO with respect to which not less than $50,000,000 in proceeds have been used to prepay first, the Loan, second, the Intermediate Mezz Loan and third, the Senior Mezz Loan until an amount of not less than $50,000,000 in the aggregate has been applied to such indebtedness, no such consent shall continue after such Release to be in compliance with the requirements of Section 2.02(g) hereof, required; (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Borrower gives Lender shall have received no less than thirty (30) days prior written notice of such Release, (v) the Release shall have been consummated in accordance with the terms of the MortgageProposed Loan Assumption not less than sixty (60) days, or in the case of an IPO, fifteen (15) days, before the date on which such Proposed Loan Assumption is scheduled to close and, concurrently therewith, gives Lender all such information concerning the New Borrower and the New Owner as Lender would require in evaluating an initial extension of credit to a borrower and Lender determines, in its sole discretion that the New Borrower and the New Owner are acceptable to Lender in all respects (viother than in connection with an IPO); (iv) upon or prior to such ReleaseIn the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower shall repay pays Lender, concurrently with the closing of such Proposed Loan Assumption, a portion of the principal amount of the Loan non-refundable assumption fee in an amount equal to 110% one percent (1%) of the Mez Allocated then outstanding Loan Amount with respect to the Cross-collateralized Property to be released in connection with such Release for each Proposed Loan Assumption, together with any sumsall out-of-pocket costs and expenses, if anyincluding, required to be paid pursuant to Section 6.01(b)(v) hereof. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the sale of a Cross-collateralized PropertyProposed Loan Assumption, Borrower provided, however, that no such assumption fee shall have the right to (i) transfer to any person, including an Affiliate of Borrower, all of Borrower’s limited partnership interest in the Owner of the Cross-collateralized Property released be required in connection with such Release and (ii) cause the general partner of the Owner of the Cross-collateralized Property released a Transfer effected in connection with an IPO (but Borrower shall be required to pay all out-of-pocket costs and expenses of Lender); (v) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower assumes all of the obligations under the Loan Documents and, prior to or concurrently with the closing of such Release Proposed Loan Assumption, New Borrower executes, without any cost or expense to transfer Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may require similar to those delivered at the closing of the Loan; (vi) In the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower and New Borrower execute, without any Personcost or expense to Lender, including an Affiliate new financing statements or financing statement amendments and any additional documents reasonably requested by Lender and New Borrower delivers certificated securities to Lender representing 100% of Borrowerthe equity ownership interests in Intermediate Mezz Borrower (such interests, along with any other collateral securing the Loan, the “New Collateral”) and grants Lender a perfected first priority lien in such New Collateral; (vii) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower delivers to Lender, without any cost or expense to Lender, either a new “Eagle 9” (or equivalent) insurance policy or such endorsements to Lender’s existing “Eagle 9” (or equivalent) insurance policy which insures Lender’s lien in the New Collateral, hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary at the time of the Proposed Loan Assumption, all in form and substance satisfactory to Lender; (viii) In the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Proposed Loan Assumption, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon New Borrower; (ix) In the event the applicable Transfer will result in a New Borrower owning the Collateral, subject to the provisions of Article VIII hereof, such Proposed Loan Assumption does not relieve Borrower of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such general partner’s general partnership interest Proposed Loan Assumption, and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability; (x) In the event the applicable Transfer will result in a New Borrower owning the Owner Collateral, such Proposed Loan Assumption does not relieve any Guarantor of such Cross-collateralized Property and its obligations under any guaranty or indemnity agreement executed in connection with the Loan and each such Guarantor executes, without any cost or expense to Lender, such transfers described documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty agreement, provided that if New Borrower or a party associated with New Borrower approved by Lender in Section 2.11(c)its sole and absolute discretion assumes the obligations of the current Guarantor under its guaranty and New Borrower or such party associated with New Borrower, no additional consideration as applicable, executes, without any cost or expense to Lender, a new guaranty in similar form and substance to the existing guaranty and otherwise satisfactory to Lender, then Lender shall be payable release the current Guarantor from all obligations arising under its guaranty after the closing of such Proposed Loan Assumption; and (xi) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower is a Single Purpose Entity and Lender receives a non-consolidation opinion relating to New Borrower from New Borrower’s counsel, which opinion is in form and substance reasonably acceptable to Lender.

Transfers, etc. (a) Borrower Until such time as Pearl (together with any Permitted Transferees to whom Pearl has transferred beneficial ownership of the Common Stock of the Company) shall notbeneficially own (within the meaning of the Securities Exchange Act of 1934, without the prior consent of Lenderas amended), in any manner allow a Transfer the aggregate, less than ten percent (other than a Permitted Transfer (provided no transfer pursuant to clause (c10%) of the definition thereof shall result Common Stock of the Company then outstanding, regardless of whether Pearl is an “affiliate” of the Company (as defined in Rule 144(a)(1), promulgated by the transfer Securities and Exchange Commission under the Securities Act of direct interests in Owner1933, as amended (the “Securities Act”)), the Warrantholder may only resell this Warrant or the Warrant Shares (i) to occur or enter into any agreement which expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner to, enter into any consensual sale or other similar transaction with respect to the Property or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release bona fide pledge or other hypothecation or transfer in connection with a financing transaction secured by a pledge of this Warrant or the Warrant Shares, (ii) by means of an underwritten public offering pursuant to Section 15.02 an effective registration statement under the Securities Act, or (iii) pursuant to Rule 144 under the Securities Act. Notwithstanding the foregoing, the Warrantholder shall be permitted to transfer this Warrant or the Warrant Shares to any of its Affiliates (as defined below); provided, however, that if Pearl is the Warrantholder, then Pearl shall be permitted to transfer this Warrant or the Warrant Shares to any of its Permitted Transferees. In addition, this Warrant or the Warrant Shares shall be transferable, in compliance with securities laws, at any time that Pearl beneficially owns less than 10% of the Mortgage and Section 2.11(b) hereof. (b) Notwithstanding Common Stock of the provisions of Section 2.11(a), any Release Company then outstanding. With respect to transfers that are made in accordance with the terms of Section 15.02 this Warrant, the rights and obligations of a Warrantholder hereunder shall be automatically assigned by such Warrantholder to any transferee of the Mortgage shall be a permitted Transfer hereunder and shall not require Warrantholder’s securities (including the consent of Lender provided Warrant Shares); provided, however, that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower and each General Partner the Company is and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) hereof, (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Lender shall have received no less than thirty (30) days prior provided written notice of such Release, (v) the Release shall have been consummated in accordance with transfer including the terms name and address of the Mortgagetransferee and the number of Warrants and/or Warrant Shares, and (vi) upon or prior to such Releaseas applicable, Borrower shall repay a portion of the principal amount of the Loan in an amount equal to 110% of the Mez Allocated Loan Amount with respect to the Cross-collateralized Property to be released in connection with such Release together with any sums, if any, required to be paid pursuant to Section 6.01(b)(v) hereof. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not in connection with the sale of a Cross-collateralized Property, Borrower shall have the right to (i) transfer to any person, including an Affiliate of Borrower, all of Borrower’s limited partnership interest in the Owner of the Cross-collateralized Property released in connection with such Release transferred; and (ii) cause such transferee agrees in writing to be bound by the general partner terms of this Warrant as if such transferee were the Warrantholder. Upon any transfer permitted by this Section 6, the Company shall be obligated to such transferee to perform all of its covenants under this Warrant as if such transferee was the Warrantholder upon receipt of (i) and (ii) of the Owner prior sentence. “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person; provided, however, that with respect to Oyster and Pearl, Affiliate shall mean any direct or indirect Subsidiary of Oyster or Pearl, respectively, and not any direct or indirect parent or sister entity of either Oyster or Pearl, as the case may be, unless such parent or sister entity is acting as a member of a “group” (as defined in Section 13(d)(3) of the Cross-collateralized Property released in connection Exchange Act) with such Release to transfer to any PersonOyster or Pearl, including an Affiliate respectively, for the purposes of Borroweracquiring, all holding or disposing of such general partner’s general partnership interest in securities of the Owner of such Cross-collateralized Property and in connection with any such transfers described in Section 2.11(c), no additional consideration shall be payable to LenderCompany.

Transfers, etc. (a) Borrower shall not, without the prior consent of Lender, in any manner allow a Transfer (other than a Permitted Transfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner)) to occur or enter into any agreement which expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner to, enter into any consensual sale or other similar transaction with respect to the Property Premises or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereoftherein. (b) Notwithstanding the foregoing provisions of this Section 2.11(a)2.11, any Release made solely in accordance connection with a sale of the terms of Premises permitted pursuant to Section 15.02 9.04 of the Mortgage shall be a permitted Transfer new borrower (“New Borrower”), owning 100% of the unencumbered equity interests in the proposed new owner of the Premises (the “New Owner”) may assume Borrower’s obligations hereunder and shall not require the consent of Lender (hereinafter, a “Proposed Loan Assumption”) provided that each of the following terms and conditions are satisfied: (i) no No Event of Default shall have occurred and be continuing, is then continuing hereunder or under any of the other Loan Documents; (ii) Borrower Lender shall have, in its sole and each General Partner is absolute discretion, consented to the Proposed Loan Assumption; provided, however, in connection with an IPO with respect to which not less than $50,000,000 of proceeds have been used to prepay first, the Junior Mezz Loan, second, the Intermediate Mezz Loan and third, the Loan until an amount of not less than $50,000,000 in the aggregate has been applied to such indebtedness, no such consent shall continue after such Release to be in compliance with the requirements of Section 2.02(g) hereof, required; (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Borrower gives Lender shall have received no less than thirty (30) days prior written notice of such Release, (v) the Release shall have been consummated in accordance with the terms of the MortgageProposed Loan Assumption not less than sixty (60) days, or in the case of an IPO, fifteen (15) days, before the date on which such Proposed Loan Assumption is scheduled to close and, concurrently therewith, gives Lender all such information concerning the New Borrower and the New Owner as Lender would require in evaluating an initial extension of credit to a borrower and Lender determines, in its sole discretion that the New Borrower and the New Owner are acceptable to Lender in all respects (viother than in connection with an IPO); (iv) upon or prior to such ReleaseIn the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower shall repay pays Lender, concurrently with the closing of such Proposed Loan Assumption, a portion of the principal amount of the Loan non-refundable assumption fee in an amount equal to 110% one percent (1%) of the Mez Allocated then outstanding Loan Amount with respect to the Cross-collateralized Property to be released in connection with such Release for each Proposed Loan Assumption, together with any sumsall out-of-pocket costs and expenses, if anyincluding, required to be paid pursuant to Section 6.01(b)(v) hereof. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the sale of a Cross-collateralized PropertyProposed Loan Assumption, Borrower provided, however, that no such assumption fee shall have the right to (i) transfer to any person, including an Affiliate of Borrower, all of Borrower’s limited partnership interest in the Owner of the Cross-collateralized Property released be required in connection with such Release and (ii) cause the general partner of the Owner of the Cross-collateralized Property released a Transfer effected in connection with an IPO (but Borrower shall be required to pay all out-of-pocket costs and expenses of Lender); (v) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower assumes all of the obligations under the Loan Documents and, prior to or concurrently with the closing of such Release Proposed Loan Assumption, New Borrower executes, without any cost or expense to transfer Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may require similar to those delivered at the closing of the Loan; (vi) In the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower and New Borrower execute, without any Personcost or expense to Lender, including an Affiliate new financing statements or financing statement amendments and any additional documents reasonably requested by Lender and New Borrower delivers certificated securities to Lender representing 100% of Borrowerthe equity ownership interests in New Owner (such interests, along with any other collateral securing the Loan, the “New Collateral”) and grants Lender a perfected first priority lien in such New Collateral; (vii) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower delivers to Lender, without any cost or expense to Lender, such endorsements to Lender’s “Eagle 9” (or equivalent) insurance policy which insures Lender’s lien in the New Collateral, hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary at the time of the Proposed Loan Assumption, all in form and substance satisfactory to Lender; (viii) In the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Proposed Loan Assumption, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon New Borrower; (ix) In the event the applicable Transfer will result in a New Borrower owning the Collateral, subject to the provisions of Article VIII hereof, such Proposed Loan Assumption does not relieve Borrower of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such general partner’s general partnership interest Proposed Loan Assumption, and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability; (x) In the event the applicable Transfer will result in a New Borrower owning the Owner Collateral, such Proposed Loan Assumption does not relieve any Guarantor of such Cross-collateralized Property and its obligations under any guaranty or indemnity agreement executed in connection with the Loan and each such Guarantor executes, without any cost or expense to Lender, such transfers described documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty agreement, provided that if New Borrower or a party associated with New Borrower approved by Lender in Section 2.11(c)its sole and absolute discretion assumes the obligations of the current Guarantor under its guaranty and New Borrower or such party associated with New Borrower, no additional consideration as applicable, executes, without any cost or expense to Lender, a new guaranty in similar form and substance to the existing guaranty and otherwise satisfactory to Lender, then Lender shall be payable release the current Guarantor from all obligations arising under its guaranty after the closing of such Proposed Loan Assumption; and (xi) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower is a Single Purpose Entity and Lender receives a non-consolidation opinion relating to New Borrower from New Borrower’s counsel, which opinion is in form and substance reasonably acceptable to Lender.

Transfers, etc. (a) Borrower shall not, without the prior consent of Lender, in any manner allow a Transfer (other than a Permitted Transfer (provided no transfer pursuant to clause (c) of the definition thereof shall result in the transfer of direct interests in Owner)) to occur or enter into any agreement which expressly restricts Borrower from making amendments, modifications or waivers to the Loan Documents. Without the express prior written consent of Lender, Borrower shall not, and shall not cause or permit Owner or Senior Mezz Borrower to, enter into any consensual sale or other similar transaction with respect to the Property Premises or impair or otherwise adversely affect the interests of Lender in the Collateral or any portion thereof or any interest therein other than in connection with a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereoftherein. (b) Notwithstanding the foregoing provisions of this Section 2.11(a)2.11, any Release made solely in accordance connection with a sale of the terms of Premises permitted pursuant to Section 15.02 9.04 of the Mortgage shall be and the sale of interests in Senior Mezz Borrower pursuant to Section 2.11 of the Senior Mezz Loan Agreement, a permitted Transfer new borrower (“New Borrower”), owning 100% of the indirect, unencumbered equity interests in the proposed new owner of the Premises (the “New Owner”) may assume Borrower’s obligations hereunder and shall not require the consent of Lender (hereinafter, a “Proposed Loan Assumption”) provided that each of the following terms and conditions are satisfied: (i) no No Event of Default shall have occurred and be continuing, is then continuing hereunder or under any of the other Loan Documents; (ii) Borrower Lender shall have, in its sole and each General Partner is absolute discretion, consented to the Proposed Loan Assumption; provided, however, in connection with an IPO with respect to which not less than $50,000,000 in proceeds have been used to prepay first, the Junior Mezz Loan, second, to prepay the Loan and third, to prepay the Senior Mezz Loan until an amount of not less than $50,000,000 in the aggregate has been applied to such indebtedness, no such consent shall continue after such Release to be in compliance with the requirements of Section 2.02(g) hereof, required; (iii) Owner and Operating Tenant are and shall continue after such Release to be in compliance with the requirements of Section 2.02(g) of the Mortgage, (iv) Borrower gives Lender shall have received no less than thirty (30) days prior written notice of such Release, (v) the Release shall have been consummated in accordance with the terms of the MortgageProposed Loan Assumption not less than sixty (60) days, or in the case of an IPO, fifteen (15) days, before the date on which such Proposed Loan Assumption is scheduled to close and, concurrently therewith, gives Lender all such information concerning the New Borrower and the New Owner as Lender would require in evaluating an initial extension of credit to a borrower and Lender determines, in its sole discretion that the New Borrower and the New Owner are acceptable to Lender in all respects (viother than in connection with an IPO); (iv) upon or prior to such ReleaseIn the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower shall repay pays Lender, concurrently with the closing of such Proposed Loan Assumption, a portion of the principal amount of the Loan non-refundable assumption fee in an amount equal to 110% one percent (1%) of the Mez Allocated then outstanding Loan Amount with respect to the Cross-collateralized Property to be released in connection with such Release for each Proposed Loan Assumption, together with any sumsall out-of-pocket costs and expenses, if anyincluding, required to be paid pursuant to Section 6.01(b)(v) hereof. (c) At any time from and after the completion of a Release pursuant to Section 15.02 of the Mortgage and Section 2.11(b) hereof which Release is not without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the sale of a Cross-collateralized PropertyProposed Loan Assumption, Borrower provided, however, that no such assumption fee shall have the right to (i) transfer to any person, including an Affiliate of Borrower, all of Borrower’s limited partnership interest in the Owner of the Cross-collateralized Property released be required in connection with such Release and (ii) cause the general partner of the Owner of the Cross-collateralized Property released a Transfer effected in connection with an IPO (but Borrower shall be required to pay all out-of-pocket costs and expenses of Lender); (v) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower assumes all of the obligations under the Loan Documents and, prior to or concurrently with the closing of such Release Proposed Loan Assumption, New Borrower executes, without any cost or expense to transfer Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may require similar to those delivered at the closing of the Loan; (vi) In the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower and New Borrower execute, without any Personcost or expense to Lender, including an Affiliate new financing statements or financing statement amendments and any additional documents reasonably requested by Lender and New Borrower delivers certificated securities to Lender representing 100% of Borrowerthe equity ownership interests in Senior Mezz Borrower (such interests, along with any other collateral securing the Loan, the “New Collateral”) and grants Lender a perfected first priority lien in such New Collateral; (vii) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower delivers to Lender, without any cost or expense to Lender, either a new “Eagle 9” (or equivalent) insurance policy or such endorsements to Lender’s existing “Eagle 9” (or equivalent) insurance policy which insures Lender’s lien in the New Collateral, hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary at the time of the Proposed Loan Assumption, all in form and substance satisfactory to Lender; (viii) In the event the applicable Transfer will result in a New Borrower owning the Collateral, Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Proposed Loan Assumption, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon New Borrower; (ix) In the event the applicable Transfer will result in a New Borrower owning the Collateral, subject to the provisions of Article VIII hereof, such Proposed Loan Assumption does not relieve Borrower of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such general partner’s general partnership interest Proposed Loan Assumption, and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability; (x) In the event the applicable Transfer will result in a New Borrower owning the Owner Collateral, such Proposed Loan Assumption does not relieve any Guarantor of such Cross-collateralized Property and its obligations under any guaranty or indemnity agreement executed in connection with the Loan and each such Guarantor executes, without any cost or expense to Lender, such transfers described documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty agreement, provided that if New Borrower or a party associated with New Borrower approved by Lender in Section 2.11(c)its sole and absolute discretion assumes the obligations of the current Guarantor under its guaranty and New Borrower or such party associated with New Borrower, no additional consideration as applicable, executes, without any cost or expense to Lender, a new guaranty in similar form and substance to the existing guaranty and otherwise satisfactory to Lender, then Lender shall be payable release the current Guarantor from all obligations arising under its guaranty after the closing of such Proposed Loan Assumption; and (xi) In the event the applicable Transfer will result in a New Borrower owning the Collateral, New Borrower is a Single Purpose Entity and Lender receives a non-consolidation opinion relating to New Borrower from New Borrower’s counsel, which opinion is in form and substance reasonably acceptable to Lender.