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
112
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 CAUSE MORTGAGE BORROWER TO
SATISFY THE CONDITIONS SET FORTH IN SECTION 21 OF THE SECURITY INSTRUMENT (IT
BEING AGREED THAT LENDER SHALL HAVE THE SAME RIGHTS TO APPROVE SUCH TRANSFER AS
THE MORTGAGE LENDER HAS);
(V)
THE INDIVIDUAL PROPERTY, AT THE TIME OF THE
PROPOSED TRANSFER, MEETS ALL LENDER'S STANDARDS AS TO ITS PHYSICAL CONDITION,
OCCUPANCY, NET OPERATING INCOME AND THE COLLECTION OF RESERVES THAT ARE
CUSTOMARILY APPLIED BY LENDER AT THE TIME OF THE PROPOSED TRANSFER TO THE
APPROVAL OF PROPERTIES IN CONNECTION WITH THE ORIGINATION OR PURCHASE OF SIMILAR
MORTGAGES ON MULTIFAMILY PROPERTIES;
(VI)
INTENTIONALLY OMITTED;
(VII)
BORROWER SHALL CAUSE THE TRANSFEREE TO EXECUTE
AND DELIVER A PLEDGE AGREEMENT IN SUBSTANTIALLY THE SAME FORM AS THE PLEDGE
AGREEMENT IN RESPECT OF THE OWNERSHIP INTERESTS IN THE NEW PROPERTY
OWNER(S)/MORTGAGE BORROWER(S). THE OWNERSHIP INTERESTS DESCRIBED IN THIS
SUBSECTION (VII) SHALL OTHERWISE COMPLY WITH THE REQUIREMENTS OF THE LOAN
DOCUMENTS AND BE SUBSTANTIALLY IDENTICAL IN STRUCTURE, FORM AND SUBSTANCE TO THE
COLLATERAL DELIVERED AT CLOSING OF THE LOAN;
(VIII)
BORROWER SHALL CAUSE THE TRANSFEREE TO AUTHORIZE
LENDER TO FILE SUCH UCC FINANCING STATEMENTS REQUIRED BY LENDER WITH RESPECT TO
THE SUBSTITUTE COLLATERAL;
(IX)
BORROWER SHALL DELIVER, AT ITS SOLE COST AND
EXPENSE, A UCC INSURANCE POLICY INSURING THE NEW PLEDGE