ACCEPTABLE TO
LENDER PURSUANT TO WHICH SUCH NEW COLLATERAL POOL BORROWER ASSUMES ALL
OBLIGATIONS OF BORROWER UNDER ALL THE APPLICABLE LOAN DOCUMENTS AND SUPPLEMENTAL
LOAN DOCUMENTS;
(II)
THE APPLICABLE LOAN DOCUMENTS AND SUPPLEMENTAL LOAN DOCUMENTS
SHALL BE AMENDED AND RESTATED AS DEEMED NECESSARY OR APPROPRIATE BY LENDER TO
MEET THE THEN-APPLICABLE REQUIREMENTS OF FANNIE MAE; PROVIDED, HOWEVER, ANY
WAIVERS GRANTED IN CONNECTION WITH THE TERM LOAN OR SUPPLEMENTAL LOAN WILL NOT
BE REINSTATED UNLESS SPECIFICALLY APPROVED BY LENDER AND FANNIE MAE;
(III)
AFTER GIVING EFFECT TO THE ASSUMPTION, THE REQUIREMENTS OF
SECTION 6.05 AND THE GENERAL CONDITIONS CONTAINED IN SECTION 6.01 SHALL BE
SATISFIED;
(IV)
NEW COLLATERAL POOL BORROWER SHALL MAKE SUCH DEPOSITS TO THE
RESERVES OR ESCROW FUNDS ESTABLISHED UNDER THE LOAN DOCUMENTS AND SUPPLEMENTAL
LOAN DOCUMENTS, INCLUDING REPLACEMENT RESERVES, COMPLETION/REPAIR RESERVES, AND
ALL OTHER REQUIRED ESCROW AND RESERVE FUNDS AT SUCH TIMES AND IN SUCH AMOUNTS AS
DETERMINED BY LENDER AT THE TIME OF THE ASSUMPTION;
(V)
NEW COLLATERAL POOL BORROWER SHALL PROPOSE A GUARANTOR ACCEPTABLE
TO LENDER, WHICH GUARANTOR IS NOT DIRECTLY OR INDIRECTLY OWNED BY AND IS NOT A
PROHIBITED PERSON EXECUTES AND DELIVERS A GUARANTY ACCEPTABLE TO LENDER PROVIDED
THAT THE
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GUARANTY IS GUARANTEEING A NON-RECOURSE LOAN WITH COMPARABLE EXCEPTIONS TO
NON-RECOURSE AS SET FORTH IN SECTION 14.01;
(VI)
LENDER SHALL BE THE SERVICER OF THE LOAN; AND
(VII)
THE REQUIREMENTS OF SECTION 8.14 ARE SATISFIED.
Section 8.14.
Consent to Prohibited
Transfers.
(A)
CONSENT TO PROHIBITED TRANSFERS.
LENDER MAY, IN ITS SOLE AND
ABSOLUTE DISCRETION, CONSENT TO A TRANSFER THAT WOULD OTHERWISE VIOLATE SECTIONS
8.12 AND 8.13 IF, PRIOR TO THE TRANSFER, BORROWER HAS SATISFIED OR CAUSED TO BE
SATISFIED EACH OF THE FOLLOWING REQUIREMENTS:
(I)
THE SUBMISSION TO LENDER OF ALL INFORMATION REQUIRED BY LENDER TO
MAKE THE DETERMINATION REQUIRED BY THIS SECTION;
(II)
THE ABSENCE OF ANY EVENT OF DEFAULT;
(III)
THE TRANSFEREE AND ANY GUARANTOR IS NOT DIRECTLY OR INDIRECTLY
OWNED BY AND IS NOT A PROHIBITED PERSON AND MEETS ALL OF THE ELIGIBILITY,
CREDIT, MANAGEMENT AND OTHER STANDARDS (INCLUDING ANY STANDARDS WITH RESPECT TO
PREVIOUS RELATIONSHIPS BETWEEN LENDER AND THE TRANSFEREE AND THE ORGANIZATION OF
THE TRANSFEREE) CUSTOMARILY APPLIED BY LENDER AT THE TIME OF THE PROPOSED
TRANSFER TO THE APPROVAL OF BORROWERS OR GUARANTORS, AS THE CASE MAY BE, IN
CONNECTION WITH THE ORIGINATION OR PURCHASE OF SIMILAR MORTGAGES, DEEDS OF TRUST
OR DEEDS TO SECURE DEBT ON SENIORS HOUSING FACILITIES;
(IV)
IN THE CASE OF A TRANSFER OF DIRECT OR INDIRECT OWNERSHIP
INTERESTS IN BORROWER, IF TRANSFEROR OR ANY OTHER PERSON HAS OBLIGATIONS UNDER
ANY LOAN DOCUMENTS, THE EXECUTION BY THE TRANSFEREE OR ONE (1) OR MORE
INDIVIDUALS OR ENTITIES ACCEPTABLE TO LENDER AND/OR FANNIE MAE OF AN ASSUMPTION
AGREEMENT, GUARANTY OR ANY OTHER REQUIRED LOAN DOCUMENTS, AS APPLICABLE, THAT IS
ACCEPTABLE TO LENDER AND THAT, AMONG OTHER THINGS, REQUIRES THE TRANSFEREE TO
PERFORM ALL OBLIGATIONS OF TRANSFEROR OR SUCH PERSON SET FORTH IN SUCH LOAN
DOCUMENT, AND MAY REQUIRE THAT THE TRANSFEREE COMPLY WITH ANY PROVISIONS