RELATIONSHIPS AND EXPERIENCE WITH CONTRACTORS, VENDORS, TENANTS,
LENDERS AND OTHER BUSINESS ENTITIES; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING
LENDER'S AGREEMENT TO CONSIDER THE FOREGOING FACTORS IN DETERMINING WHETHER TO
GIVE OR WITHHOLD SUCH APPROVAL, SUCH APPROVAL SHALL BE GIVEN OR WITHHELD BASED
ON WHAT LENDER DETERMINES TO BE COMMERCIALLY REASONABLE AND, IF GIVEN, MAY BE
GIVEN SUBJECT TO SUCH CONDITIONS AS LENDER MAY DEEM REASONABLY APPROPRIATE;
(C)
BORROWER SHALL HAVE PAID TO LENDER,
CONCURRENTLY WITH THE CLOSING OF SUCH TRANSFER, (I) A NON-REFUNDABLE 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 EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES, INCURRED BY LENDER IN CONNECTION WITH THE TRANSFER;
(D)
TRANSFEREE ASSUMES AND AGREES TO PAY THE
DEBT AS AND WHEN DUE SUBJECT TO THE PROVISIONS OF ARTICLE 15 HEREOF AND, PRIOR
TO OR CONCURRENTLY WITH THE CLOSING OF SUCH TRANSFER,
81
TRANSFEREE AND ITS CONSTITUENT PARTNERS, MEMBERS OR SHAREHOLDERS AS LENDER MAY
REQUIRE,
SHALL EXECUTE, WITHOUT ANY COST OR EXPENSE TO LENDER, SUCH DOCUMENTS
AND AGREEMENTS AS LENDER SHALL REASONABLY REQUIRE TO EVIDENCE AND EFFECTUATE
SAID ASSUMPTION;
(E)
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;
(F)
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 SATISFACTORY TO LENDER;
(G)
TRANSFEREE SHALL HAVE FURNISHED TO LENDER,
IF TRANSFEREE IS A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER
ENTITY, 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 ARTICLE 6 HEREOF;
(H)
TRANSFEREE SHALL ASSUME THE OBLIGATIONS OF
BORROWER UNDER ANY MANAGEMENT AGREEMENT OR PROVIDE A NEW MANAGEMENT AGREEMENT
WITH A NEW MANAGER WHICH MEETS WITH THE REQUIREMENTS OF SECTION 5.14 HEREOF AND
ASSIGN TO LENDER AS ADDITIONAL SECURITY SUCH NEW MANAGEMENT AGREEMENT;
(I)
TRANSFEREE SHALL FURNISH AN OPINION OF
COUNSEL SATISFACTORY TO LENDER AND ITS COUNSEL (A) THAT TRANSFEREE'S FORMATION
DOCUMENTS PROVIDE FOR THE MATTERS DESCRIBED IN SUBPARAGRAPH (G) ABOVE, (B) THAT
THE ASSUMPTION OF THE DEBT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED, AND
THAT THE