AND NAMING THE TRANSFEREE AS
OWNER OF THE PROPERTY, WHICH ENDORSEMENT SHALL INSURE THAT, AS OF THE DATE OF
THE RECORDING OF THE ASSUMPTION AGREEMENT, THE PROPERTY SHALL NOT BE SUBJECT TO
ANY ADDITIONAL EXCEPTIONS OR LIENS OTHER THAN THOSE CONTAINED IN THE TITLE
POLICY ISSUED ON THE DATE HEREOF AND OTHER PERMITTED ENCUMBRANCES;
(XIV)
THE PROPERTY SHALL BE MANAGED BY A QUALIFYING PROPERTY MANAGER
PURSUANT TO A REPLACEMENT MANAGEMENT AGREEMENT; AND
(XV)
THE TRANSFER MUST BE PERMITTED UNDER THE GROUND LEASE OR CONSENTED TO
BY THE LANDLORD UNDER THE GROUND LEASE AND LENDER SHALL HAVE RECEIVED EVIDENCE
OF SUCH PERMISSION OR APPROVAL, AS APPLICABLE, WHICH EVIDENCE SHALL BE
REASONABLY SATISFACTORY TO LENDER.
Immediately upon a Transfer to such Transferee and the satisfaction of all of
the above requirements, the named Borrower and Guarantor herein shall be
released from all liability under this Agreement, the Note, the Security
Instrument and the other Loan Documents accruing after such Transfer.
The
foregoing release shall be effective upon the date of such Transfer, but Lender
agrees to provide written evidence thereof reasonably requested by Borrower.
(F)
BORROWER, WITHOUT THE CONSENT OF LENDER, MAY GRANT EASEMENTS,
RESTRICTIONS, COVENANTS, RESERVATIONS AND RIGHTS OF WAY IN THE ORDINARY COURSE
OF BUSINESS FOR
60
WATER AND SEWER LINES, TELEPHONE AND TELEGRAPH LINES, ELECTRIC LINES AND OTHER
UTILITIES OR FOR OTHER SIMILAR PURPOSES, PROVIDED THAT NO TRANSFER, CONVEYANCE
OR ENCUMBRANCE SHALL MATERIALLY IMPAIR THE UTILITY AND OPERATION OF THE PROPERTY
OR MATERIALLY ADVERSELY AFFECT THE VALUE OF THE PROPERTY OR THE NET OPERATING
INCOME OF THE PROPERTY.
IF BORROWER SHALL RECEIVE ANY CONSIDERATION IN
CONNECTION WITH ANY OF SAID DESCRIBED TRANSFERS OR CONVEYANCES, BORROWER SHALL
HAVE THE RIGHT TO USE ANY SUCH PROCEEDS IN CONNECTION WITH ANY ALTERATIONS
PERFORMED IN CONNECTION THEREWITH, OR REQUIRED THEREBY.
IN CONNECTION WITH ANY
TRANSFER, CONVEYANCE OR ENCUMBRANCE PERMITTED ABOVE, THE LENDER SHALL EXECUTE
AND DELIVER ANY INSTRUMENT REASONABLY NECESSARY OR APPROPRIATE TO EVIDENCE ITS
CONSENT TO SAID ACTION OR TO SUBORDINATE THE LIEN OF THE RELATED SECURITY
INSTRUMENT TO SUCH EASEMENTS, RESTRICTIONS, COVENANTS, RESERVATIONS AND RIGHTS
OF WAY OR OTHER SIMILAR GRANTS UPON RECEIPT BY THE LENDER OF: (A) A COPY OF THE
INSTRUMENT OF TRANSFER; AND (B) AN OFFICER'S CERTIFICATE STATING WITH RESPECT TO
ANY TRANSFER DESCRIBED ABOVE, THAT SUCH TRANSFER DOES NOT MATERIALLY IMPAIR THE
UTILITY AND OPERATION OF THE PROPERTY OR MATERIALLY REDUCE THE VALUE OF THE
PROPERTY OR THE NET OPERATING INCOME OF THE PROPERTY.
(G)
LENDER SHALL NOT BE REQUIRED TO DEMONSTRATE ANY ACTUAL IMPAIRMENT
OF ITS SECURITY OR ANY INCREASED RISK OF DEFAULT HEREUNDER IN ORDER TO DECLARE
THE DEBT IMMEDIATELY DUE AND PAYABLE UPON BORROWER'S TRANSFER WITHOUT LENDER'S
CONSENT.
THIS PROVISION SHALL APPLY TO EVERY TRANSFER REGARDLESS OF WHETHER
VOLUNTARY OR NOT, OR WHETHER OR NOT LENDER HAS CONSENTED TO ANY PREVIOUS
TRANSFER.
(I)
INTENTIONALLY OMITTED.
VI.
INSURANCE; CASUALTY; CONDEMNATION
SECTION 6.1
INSURANCE. (A)
(A) BORROWER SHALL OBTAIN AND
MAINTAIN, OR CAUSE TO BE MAINTAINED, INSURANCE FOR BORROWER AND THE PROPERTY
PROVIDING AT LEAST