EVENT THAT ANY
SUCH CONVEYANCE OR TRANSFER OF ANY DIRECT OR INDIRECT INTERESTS IN BORROWER
RESULTS IN THE THEN CURRENT GUARANTOR AND ITS AFFILIATES OWNING DIRECTLY OR
INDIRECTLY NO LEGAL OR BENEFICIAL INTERESTS IN BORROWER, THEN THE CURRENT
GUARANTOR SHALL BE RELEASED FROM AND RELIEVED OF ANY OF ITS OBLIGATIONS UNDER
THE (X) THE GUARANTY ARISING OR OCCURRING AFTER THE DATE OF SUCH CONVEYANCE OR
TRANSFER (OTHER THAN FOR ANY ACTS OR EVENTS WHICH WERE CAUSED BY OR ARISE OUT OF
ANY ACTS, EVENTS OR OMISSIONS OF GUARANTOR, BORROWER OR ITS AFFILIATES OCCURRING
PRIOR TO SUCH CONVEYANCE) AND (Y) THE ENVIRONMENTAL INDEMNITY (OTHER THAN FOR
ANY CLAIMS AGAINST SUCH GUARANTOR EXISTING ON THE DATE OF SUCH CONVEYANCE OR
TRANSFER) PROVIDED THAT, AND AS A CONDITION TO SUCH RELEASE, (1) BORROWER
DELIVERS TO LENDER A RATING AGENCY CONFIRMATION WITH RESPECT TO SUCH REPLACEMENT
GUARANTOR, (2) AN AFFILIATE OF THE TRANSFEREE OF THE PROPERTY APPROVED BY THE
LENDER (IN ITS REASONABLE DISCRETION) ASSUMES THE OBLIGATIONS OF THE CURRENT
GUARANTOR UNDER THE GUARANTY (AS TO ANY ACTS OR EVENTS WHICH OCCUR AFTER THE
CONVEYANCE OR TRANSFER) AND THE ENVIRONMENTAL INDEMNITY (AS TO ANY LIABILITY
THEREUNDER OTHER THAN FOR ANY CLAIMS AGAINST THE PREVIOUS GUARANTOR EXISTING ON
THE DATE
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OF SUCH CONVEYANCE OR TRANSFER) AND (3) IF APPLICABLE BUT SUBJECT TO THE
PROVISIONS IN SUBSECTION (2) ABOVE, SUCH NEW GUARANTOR EXECUTES, WITHOUT ANY
COST OR EXPENSE TO LENDER, A SUBSTITUTION AGREEMENT OR A NEW GUARANTY OR A NEW
ENVIRONMENTAL INDEMNITY IN SUBSTANTIALLY THE SAME FORM AS THE GUARANTY AND
ENVIRONMENTAL INDEMNITY EXECUTED AS OF THE DATE HEREOF.
(B)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS TO THE CONTRARY, THERE SHALL BE NO LIMIT ON THE ABILITY OF THE DIRECT
OR INDIRECT OWNERS OF BORROWER (INCLUDING, WITHOUT LIMITATION, THE DIRECT AND
INDIRECT OWNERS OF BEACON ENTITY) TO TRANSFER (INCLUDING, WITHOUT LIMITATION,
PLEDGE) THEIR DIRECT OR INDIRECT INTERESTS IN BORROWER (INCLUDING, WITHOUT
LIMITATION, DIRECT OR INDIRECT INTERESTS IN BEACON ENTITY) WITHOUT THE CONSENT
OF OR NOTICE TO LENDER, THE RATING AGENCIES OR ANY OTHER PERSON PROVIDED THAT
IF, AFTER GIVING EFFECT TO SUCH PLEDGE OR TRANSFER AND ALL PRIOR PLEDGES OR
TRANSFERS, MORE THAN FORTY NINE PERCENT (49%) IN THE AGGREGATE OF DIRECT OR
INDIRECT INTERESTS IN BORROWER ARE OWNED BY ANY PERSON AND ITS AFFILIATES THAT
OWNED LESS THAN A FORTY NINE PERCENT (49%) DIRECT OR INDIRECT INTEREST IN
BORROWER AS OF THE CLOSING DATE, LENDER SHALL RECEIVE A NON-CONSOLIDATION
OPINION ACCEPTABLE TO THE RATING AGENCIES (OR IF NO SECURITIES ARE OUTSTANDING
AT THE TIME, ACCEPTABLE TO LENDER IN ITS REASONABLE DISCRETION); PROVIDED,
FURTHER, HOWEVER, THAT THE FOLLOWING ENTITIES MAY NOT PLEDGE THEIR DIRECT OR
INDIRECT INTERESTS IN BORROWER EXCEPT IN CONNECTION WITH A MEZZANINE LOAN: BCSP
IV ILLINOIS PROPERTIES BUSINESS TRUST, BCSP IV U.S. INVESTMENTS, L.P., BCSP REIT
IV, INC., AND BEACON ENTITY.
IX.
SALE AND SECURITIZATION OF MORTGAGE
Section 9.1
Sale of Mortgage and Securitization.
(A)
LENDER SHALL HAVE THE RIGHT (I) TO SELL OR OTHERWISE TRANSFER THE