ASSUMPTION FEE IN AN AMOUNT EQUAL TO ONE
PERCENT (1.0%) OF THE THEN OUTSTANDING PRINCIPAL BALANCE OF THE NOTE, AND (II)
ALL OUT-OF-POCKET COSTS AND
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EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY LENDER IN CONNECTION
WITH THE TRANSFER;
(B)
THE PROPOSED TRANSFEREE ("TRANSFEREE") SHALL BE A QUALIFIED
TRANSFEREE OR WHOLLY OWNED AND CONTROLLED BY A QUALIFIED TRANSFEREE;
(C)
TRANSFEREE SHALL ASSUME ALL OF THE OBLIGATIONS OF BORROWER UNDER
THE NOTE, THE SECURITY INSTRUMENTS, THIS AGREEMENT AND THE OTHER 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;
(D)
BORROWER AND TRANSFEREE, WITHOUT ANY COST TO LENDER, SHALL FURNISH
ANY INFORMATION REQUESTED BY LENDER FOR THE PREPARATION OF, AND SHALL AUTHORIZE
LENDER TO FILE, NEW FINANCING STATEMENTS AND FINANCING STATEMENT AMENDMENTS AND
OTHER DOCUMENTS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SHALL
EXECUTE ANY ADDITIONAL DOCUMENTS REASONABLY REQUESTED BY LENDER;
(E)
BORROWER SHALL HAVE DELIVERED TO LENDER, WITHOUT ANY COST OR
EXPENSE TO LENDER, SUCH ENDORSEMENTS TO LENDER'S TITLE INSURANCE POLICY INSURING
THAT FEE SIMPLE AND/OR LEASEHOLD TITLE TO THE PROPERTIES, AS APPLICABLE, IS
VESTED IN TRANSFEREE (SUBJECT TO PERMITTED ENCUMBRANCES), HAZARD INSURANCE
ENDORSEMENTS OR CERTIFICATES AND OTHER SIMILAR MATERIALS AS LENDER MAY DEEM
NECESSARY AT THE TIME OF THE TRANSFER, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO LENDER;
(F)
TRANSFEREE SHALL HAVE FURNISHED TO LENDER ALL APPROPRIATE PAPERS
EVIDENCING TRANSFEREE'S ORGANIZATION AND GOOD STANDING, AND THE QUALIFICATION OF
THE SIGNERS TO EXECUTE THE ASSUMPTION OF THE DEBT, WHICH PAPERS SHALL INCLUDE
CERTIFIED COPIES OF ALL DOCUMENTS RELATING TO THE ORGANIZATION AND FORMATION OF
TRANSFEREE AND OF THE ENTITIES, IF ANY, WHICH ARE PARTNERS OR MEMBERS OF
TRANSFEREE.
TRANSFEREE AND SUCH CONSTITUENT PARTNERS, MEMBERS OR SHAREHOLDERS
OF TRANSFEREE (AS THE CASE MAY BE), AS LENDER SHALL REQUIRE, SHALL COMPLY WITH
THE COVENANTS SET FORTH IN SECTION 4.1.35 HEREOF;
(G)
TRANSFEREE SHALL FURNISH AN OPINION OF COUNSEL SATISFACTORY TO
LENDER AND ITS COUNSEL (1) THAT TRANSFEREE'S FORMATION DOCUMENTS PROVIDE FOR THE
MATTERS DESCRIBED IN SUBPARAGRAPH (F) ABOVE, (2) THAT THE ASSUMPTION OF THE DEBT
HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED, AND THAT THE NOTE, THE
SECURITY INSTRUMENTS, THIS AGREEMENT, THE ASSUMPTION AGREEMENT AND THE OTHER
LOAN DOCUMENTS ARE VALID, BINDING AND ENFORCEABLE AGAINST TRANSFEREE IN
ACCORDANCE WITH THEIR TERMS, (3) THAT TRANSFEREE AND ANY ENTITY WHICH IS A
CONTROLLING STOCKHOLDER, MEMBER OR GENERAL PARTNER OF TRANSFEREE, HAVE BEEN DULY
ORGANIZED, AND ARE IN EXISTENCE AND GOOD STANDING, (4) WITH RESPECT TO THE
SUBSTANTIVE NON-CONSOLIDATION OF TRANSFEREE AND ITS CONSTITUENT ENTITIES
(PARTNERS, MEMBERS OR SHAREHOLDERS)AND (5) WITH RESPECT TO SUCH OTHER MATTERS AS
LENDER MAY REASONABLY REQUEST;
(H)
ALL OF THE OPERATING LEASES AND ALL OF THE QUALIFIED ASSIGNEE
LEASES SHALL REMAIN IN FULL FORCE AND EFFECT DURING AND AFTER THE COMPLETION OF
SUCH TRANSFER WITHOUT ABATEMENT OF RENT; AND
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(I)
THE PROPERTY SHALL BE MANAGED BY A QUALIFIED MANAGER FOLLOWING
SUCH TRANSFER.
VI.
INSURANCE; CASUALTY; CONDEMNATION;