THE FEES AND EXPENSES OF THE
RATING AGENCIES PURSUANT TO CLAUSE (X) BELOW);
(III)
THE PROPOSED TRANSFEREE (THE "TRANSFEREE") OR TRANSFEREE'S
PRINCIPALS MUST HAVE DEMONSTRATED EXPERTISE IN OWNING AND OPERATING PROPERTIES
SIMILAR IN LOCATION, SIZE, CLASS AND OPERATION TO THE PROPERTY, WHICH EXPERTISE
SHALL BE REASONABLY DETERMINED BY LENDER;
(IV)
TRANSFEREE AND TRANSFEREE'S PRINCIPALS SHALL, AS OF THE DATE OF SUCH
TRANSFER, HAVE AN AGGREGATE NET WORTH AND LIQUIDITY REASONABLY ACCEPTABLE TO
LENDER;
(V)
TRANSFEREE, TRANSFEREE'S PRINCIPALS AND ALL OTHER ENTITIES WHICH MAY
BE OWNED OR CONTROLLED DIRECTLY OR INDIRECTLY BY TRANSFEREE'S PRINCIPALS
("RELATED ENTITIES") MUST NOT HAVE BEEN PARTY TO ANY BANKRUPTCY PROCEEDINGS,
VOLUNTARY OR INVOLUNTARY, MADE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR
TAKEN ADVANTAGE OF ANY INSOLVENCY ACT, OR ANY ACT FOR THE BENEFIT OF DEBTORS
WITHIN SEVEN (7) YEARS PRIOR TO THE DATE OF THE PROPOSED TRANSFER;
(VI)
TRANSFEREE SHALL ASSUME ALL OF THE OBLIGATIONS OF BORROWER UNDER THE
LOAN DOCUMENTS IN A MANNER SATISFACTORY TO LENDER IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITATION, BY ENTERING INTO AN ASSUMPTION AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO LENDER;
(VII)
THERE SHALL BE NO MATERIAL LITIGATION OR REGULATORY ACTION PENDING
OR THREATENED AGAINST TRANSFEREE, TRANSFEREE'S PRINCIPALS OR RELATED ENTITIES
WHICH IS NOT REASONABLY ACCEPTABLE TO LENDER;
(VIII)
TRANSFEREE, TRANSFEREE'S PRINCIPALS AND RELATED ENTITIES SHALL NOT
HAVE DEFAULTED UNDER ITS OR THEIR OBLIGATIONS WITH RESPECT TO ANY OTHER
INDEBTEDNESS IN A MANNER WHICH IS NOT REASONABLY ACCEPTABLE TO LENDER;
(IX)
TRANSFEREE AND TRANSFEREE'S PRINCIPALS MUST BE ABLE TO SATISFY ALL
THE REPRESENTATIONS AND COVENANTS SET FORTH IN SECTIONS 4.1.30 AND 5.2.9 OF THIS
59
AGREEMENT, NO DEFAULT OR EVENT OF DEFAULT SHALL OTHERWISE OCCUR AS A RESULT OF
SUCH TRANSFER, AND TRANSFEREE AND TRANSFEREE'S PRINCIPALS SHALL DELIVER (A) ALL
ORGANIZATIONAL DOCUMENTATION REASONABLY REQUESTED BY LENDER, WHICH SHALL BE
REASONABLY SATISFACTORY TO LENDER AND (B) ALL CERTIFICATES, AGREEMENTS AND
COVENANTS REASONABLY REQUIRED BY LENDER;
(X)
TRANSFEREE SHALL BE APPROVED BY THE RATING AGENCIES SELECTED BY
LENDER, WHICH APPROVAL, IF REQUIRED BY LENDER, SHALL TAKE THE FORM OF A
CONFIRMATION IN WRITING FROM SUCH RATING AGENCIES TO THE EFFECT THAT SUCH
TRANSFER WILL NOT RESULT IN A REQUALIFICATION, REDUCTION, DOWNGRADE OR
WITHDRAWAL OF THE RATINGS IN EFFECT IMMEDIATELY PRIOR TO SUCH ASSUMPTION OR
TRANSFER FOR THE SECURITIES OR ANY CLASS THEREOF ISSUED IN CONNECTION WITH A
SECURITIZATION WHICH ARE THEN OUTSTANDING;
(XI)
BORROWER OR TRANSFEREE, AT ITS SOLE COST AND EXPENSE, SHALL DELIVER
TO LENDER AN ADDITIONAL INSOLVENCY OPINION REFLECTING SUCH TRANSFER SATISFACTORY
IN FORM AND SUBSTANCE TO LENDER;
(XII)
PRIOR TO ANY RELEASE OF GUARANTOR, ONE (1) OR MORE SUBSTITUTE
GUARANTORS REASONABLY ACCEPTABLE TO LENDER SHALL HAVE ASSUMED ALL OF THE
LIABILITIES AND OBLIGATIONS OF GUARANTOR UNDER THE GUARANTY AND ENVIRONMENTAL
INDEMNITY EXECUTED BY GUARANTOR OR EXECUTE A REPLACEMENT GUARANTY, ENVIRONMENTAL
INDEMNITY REASONABLY SATISFACTORY TO LENDER;
(XIII)
BORROWER OR TRANSFEREE SHALL DELIVER, AT ITS SOLE COST AND EXPENSE,
AN ENDORSEMENT TO THE TITLE INSURANCE POLICY, AS MODIFIED BY THE ASSUMPTION
AGREEMENT, AS A VALID FIRST LIEN ON THE PROPERTY