CONTINUING UNDER THE MEZZANINE LOAN AGREEMENT, (E)
BORROWER SHALL PAY ALL REASONABLE, OUT-OF-POCKET COSTS AND EXPENSES OF LENDER IN
CONNECTION WITH SUCH TRANSFER, (F) EITHER (I) SUCH TRANSFEREE IS A PERMITTED
TRANSFEREE OR (II) IF SUCH TRANSFEREE IS NOT A PERMITTED TRANSFEREE, LENDER
SHALL HAVE APPROVED SUCH TRANSFEREE (SUCH APPROVAL NOT TO BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED) OR, IF ANY SECURITIES ARE OUTSTANDING, LENDER
HAS RECEIVED A RATING AGENCY CONFIRMATION AS TO THE CONVEYANCE OF THE PROPERTY,
(G) THE TRANSFEREE QUALIFIES AS A SINGLE PURPOSE, BANKRUPTCY REMOTE ENTITY UNDER
CRITERIA ESTABLISHED BY THE RATING AGENCIES, AND (H) THERE IS DELIVERED TO
LENDER A NON-CONSOLIDATION OPINION ACCEPTABLE TO THE RATING AGENCIES (OR IF NO
SECURITIES ARE OUTSTANDING AT THE TIME, ACCEPTABLE TO LENDER IN ITS REASONABLE
DISCRETION). IF A MEZZANINE LOAN IS OUTSTANDING, BORROWER SHALL NOT BE PERMITTED
TO TRANSFER THE PROPERTY UNLESS BORROWER OBTAINS THE PRIOR WRITTEN CONSENT OF
MEZZANINE LENDER TO THE EXTENT REQUIRED BY THE MEZZANINE LOAN AGREEMENT. IN THE
EVENT THAT SUCH CONVEYANCE IS A TRANSFER OF THE PROPERTY IN ITS ENTIRETY TO A
PERSON THAT IS NOT AN AFFILIATE OF BORROWER OR GUARANTOR, THE CURRENT GUARANTOR
SHALL BE RELEASED FROM AND RELIEVED OF ANY OF ITS OBLIGATIONS UNDER THE GUARANTY
ARISING OR OCCURRING AFTER THE DATE OF SUCH CONVEYANCE OR TRANSFER (OTHER THAN
FOR ANY ACTS OR EVENTS WHICH WERE CAUSED BY OR ARISE OUT OF ANY ACTS, EVENTS OR
OMISSIONS OF GUARANTOR, BORROWER OR ITS AFFILIATES OCCURRING PRIOR TO SUCH
CONVEYANCE) PROVIDED THAT, AND AS A CONDITION TO SUCH RELEASE, (1) THERE IS
DELIVERED TO LENDER A RATING AGENCY CONFIRMATION WITH RESPECT TO THE REPLACEMENT
GUARANTOR, IF THE LOAN HAS BEEN INCLUDED IN A SECURITIZATION, (2) AN AFFILIATE
OF THE TRANSFEREE OF THE PROPERTY APPROVED BY THE LENDER (IN ITS REASONABLE
DISCRETION) ASSUMES THE OBLIGATIONS OF THE CURRENT GUARANTOR UNDER THE GUARANTY
(AS TO ANY ACTS OR EVENTS WHICH OCCUR AFTER THE CONVEYANCE OR TRANSFER) AND (3)
IF APPLICABLE BUT SUBJECT TO THE PROVISIONS IN SUBSECTION (2) ABOVE, SUCH NEW
GUARANTOR EXECUTES, WITHOUT ANY COST OR EXPENSE TO LENDER, A SUBSTITUTION
AGREEMENT OR A NEW GUARANTY IN SUBSTANTIALLY THE SAME FORM AS THE GUARANTY
EXECUTED AS OF THE DATE HEREOF.
SECTION 8.2
PERMITTED TRANSFERS OF INTEREST IN BORROWER.
Notwithstanding anything to the contrary contained in the Loan Documents, the
restrictions on Transfers of direct or indirect ownership interests in Borrower
(including, without limitation, direct or indirect interests in Beacon Entity)
set forth herein, in the Mortgage or in any other Loan Document shall not apply
to the Transfer of direct or indirect interests in Borrower (including, without
limitation, direct or indirect interests in Beacon Entity) provided that (i) no
Event of Default shall have occurred and be continuing, (ii) Borrower shall pay
all reasonable out-of-pocket costs and expenses of Lender in connection with
such Transfer, (iii) Lender shall have received such documents, certificates and
legal opinions as it may reasonably request, (iv) after such Transfer Borrower
shall maintain its status as a single purpose,