Permitted Transfer.
(A)
WITHOUT LIMITING THE PROVISIONS OF SECTION 5.2.10 HEREOF, IN THE
EVENT THAT MORTGAGE BORROWER IS PERMITTED TO TRANSFER ALL OF THE PROPERTIES
PURSUANT TO SECTION 6.14 OF THE MORTGAGE LOAN AGREEMENT, LENDER SHALL NOT
UNREASONABLY WITHHOLD ITS CONSENT TO A ONE-TIME SALE, ASSIGNMENT, OR OTHER
TRANSFER OF ALL OF THE PROPERTIES TO A PERMITTED TRANSFEREE (DEFINED BELOW),
PROVIDED THAT (W) LENDER RECEIVES SIXTY (60) DAYS' PRIOR WRITTEN NOTICE OF SUCH
TRANSFER, (X) BORROWER OR SUCH PERMITTED TRANSFEREE SHALL PAY, CONCURRENTLY WITH
THE CLOSING OF SUCH SALE, ASSIGNMENT OR TRANSFER, A NON-REFUNDABLE
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TRANSFER FEE IN AN AMOUNT EQUAL TO ONE-QUARTER OF ONE PERCENT (0.25%) OF THE
THEN OUTSTANDING PRINCIPAL BALANCE OF THE NOTE, (Y) NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING UNDER THIS AGREEMENT, THE PLEDGE AGREEMENT, THE NOTE
OR THE OTHER LOAN DOCUMENTS AND (Z) UPON THE SATISFACTION (IN THE REASONABLE
DETERMINATION OF LENDER) OF SUCH CONDITIONS AS MAY BE REASONABLY IMPOSED BY
LENDER, WHICH MAY INCLUDE, BUT SHALL NOT BE LIMITED TO, THE FOLLOWING MATTERS:
(I)
BORROWER OR SUCH PERMITTED TRANSFEREE SHALL PAY ANY AND ALL
REASONABLE OUT-OF-POCKET COSTS INCURRED IN CONNECTION WITH THE TRANSFER
(INCLUDING, WITHOUT LIMITATION, LENDER'S REASONABLE COUNSEL FEES AND
DISBURSEMENTS AND ALL RECORDING FEES, TITLE INSURANCE PREMIUMS AND MORTGAGE AND
INTANGIBLE TAXES);
(II)
BORROWER SHALL CAUSE THE TRANSFEREE TO COMPLY WITH ALL OF THE
REQUIREMENTS OF SECTION 4.1.35 HEREOF AND TO BE WHOLLY OWNED AND CONTROLLED BY
ONE OR MORE INSTITUTIONAL INVESTORS OR SHALL ITSELF BE AN INSTITUTIONAL
INVESTOR, AND, IN ADDITION, LENDER SHALL BE REASONABLY SATISFIED THAT EACH SUCH
INSTITUTIONAL INVESTOR (1) IS GENERALLY CREDITWORTHY AND REPUTABLE, (2) IS FREE
FROM ANY PENDING OR EXISTING BANKRUPTCY, REORGANIZATION OR INSOLVENCY
PROCEEDINGS IN WHICH SUCH PARTY IS THE DEBTOR, (3) IS NOT, AT THE TIME OF
TRANSFER OR IN THE PAST, A LITIGANT, PLAINTIFF OR DEFENDANT IN ANY SUIT BROUGHT
AGAINST OR BY LENDER, (4) HAS NOT BEEN FOUND BY A COURT OF COMPETENT
JURISDICTION TO HAVE COMMITTED A CRIME, FRAUD OR SIMILAR MALFEASANCE, (5) HAS
NOT BEEN INDICTED FOR ANY CRIME, AND (6) HAS EXPERIENCE AND A TRACK RECORD IN
OWNING AND OPERATING FACILITIES SIMILAR TO THE PROPERTIES, IN THE CASE OF EACH
OF CLAUSES (1) THROUGH (5) ABOVE, AS REASONABLY DETERMINED BY LENDER BASED ON A
LEXIS/NEXIS OR SIMILAR BACKGROUND SEARCH OF EACH SUCH PERSON AND ITS AFFILIATES
(THE "PERMITTED TRANSFEREE");
(III)
BORROWER SHALL CAUSE THE TRANSFEREE TO ASSUME ALL OF THE
OBLIGATIONS OF BORROWER ARISING FROM AND AFTER THE TRANSFER OF THIS AGREEMENT,
THE NOTE AND THE OTHER LOAN DOCUMENTS AND A REPLACEMENT GUARANTOR ACCEPTABLE TO
LENDER IN ALL RESPECTS SHALL ASSUME ALL OF THE OBLIGATIONS OF GUARANTOR,
ACCRUING FROM AND AFTER THE DATE OF SUCH TRANSFER, UNDER THE GUARANTY, IN EACH
CASE, IN A MANNER REASONABLY SATISFACTORY TO LENDER IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITATION, BY ENTERING INTO AN ASSUMPTION AGREEMENT (THE "ASSUMPTION
AGREEMENT") IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER AND
DELIVERING SUCH LEGAL OPINIONS AS LENDER MAY REASONABLY REQUIRE;
(IV)
BORROWER SHALL