THE THEN OUTSTANDING
PRINCIPAL BALANCE OF THE LOAN AS OF THE DATE OF THE CLOSING FOR ANY ADDITIONAL
TRANSFER THEREAFTER;
(VIII)
THE CO-OWNER TRANSFEREE, SHALL FURNISH AN OPINION OF COUNSEL
SATISFACTORY TO LENDER AND ITS COUNSEL AS TO DUE FORMATION AND ORGANIZATION AND
THE VALID EXISTENCE AND GOOD STANDING OF THE CO-OWNER TRANSFEREE, AND THAT THE
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT AND ASSUMPTION AGREEMENT HAVE
EACH BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED, AND THAT THE LOAN DOCUMENTS
ARE VALID, BINDING AND ENFORCEABLE AGAINST THE CO-OWNER TRANSFEREE IN ACCORDANCE
WITH THEIR TERMS; PROVIDED THAT IF THE CO-OWNER TRANSFEREE IS A LIMITED
LIABILITY COMPANY MEETING ALL OF THE REQUIREMENTS APPLICABLE TO A SINGLE-MEMBER
LIMITED LIABILITY COMPANY SET FORTH IN THE DEFINITION OF "SPECIAL PURPOSE
ENTITY," NO OPINIONS SHALL BE REQUIRED WITH RESPECT TO ANY MEMBER THEREOF;
PROVIDED, FURTHER, THAT AN OPINION IN SUBSTANTIALLY THE FORM OF THE OPINION OF
COUNSEL ADDRESSING SUCH MATTERS THAT WAS DELIVERED IN CONNECTION WITH THE
MODIFICATION OF THE LOAN, TOGETHER WITH SUCH OTHER MATTERS AS LENDER MAY
REASONABLY REQUIRE IN LIGHT OF MATERIAL CHANGES IN FACT OR LAW OCCURRING AFTER
THE DATE OF THIS AGREEMENT OR TO ADDRESS REQUIREMENTS OF ANY RATING AGENCY,
SHALL BE DEEMED TO SATISFY THIS CONDITION;
(IX)
BORROWER MUST DELIVER TO LENDER, WITHOUT ANY COST OR EXPENSE TO
LENDER, SUCH ENDORSEMENTS TO THE TITLE INSURANCE POLICY AS LENDER MAY DEEM
NECESSARY AT THE TIME OF THE TRANSFER, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO LENDER, INCLUDING, WITHOUT LIMITATION, AN ENDORSEMENT OR
ENDORSEMENTS TO THE TITLE INSURANCE POLICY EXTENDING THE EFFECTIVE DATE OF SUCH
POLICY TO THE DATE OF EXECUTION AND DELIVERY (OR, IF LATER, OF RECORDING) OF THE
ASSIGNMENT AND ASSUMPTION AGREEMENT, WITH NO ADDITIONAL EXCEPTIONS ADDED TO SUCH
POLICY, AND INSURING THAT FEE SIMPLE TITLE TO THE PROPERTY IS VESTED IN THE
BORROWER, INCLUDING THE CO-OWNER TRANSFEREE, SUBJECT TO ANY TENANTS-IN-COMMON
AGREEMENT;
(X)
IF THE CO-OWNER TRANSFEREE IS ACQUIRING LESS THAN A TWENTY
PERCENT (20%) INTEREST IN THE PROPERTY, SPONSOR SHALL CERTIFY THAT THE CO-OWNER
TRANSFEREE AND ITS PRINCIPAL SATISFY THE INVESTOR QUESTIONNAIRE PROCEDURES,
WHICH CERTIFICATION MAY BE BASED ON THE REPRESENTATIONS AND AFFIDAVITS OF THE
CO-OWNER TRANSFEREE AND ITS PRINCIPALS.
IF THE CO-OWNER TRANSFEREE IS ACQUIRING
A TWENTY PERCENT (20%) OR GREATER INTEREST IN THE PROPERTY OR DOES NOT SATISFY
THE INVESTOR QUESTIONNAIRE PROCEDURES, THE CO-OWNER TRANSFEREE AND ITS PRINCIPAL
MUST SATISFY THE CO-OWNER TRANSFEREE CRITERIA AND LENDER'S
58
STANDARD, CUSTOMARY AND REASONABLE CREDIT UNDERWRITING, IN EACH CASE, AS
DETERMINED BY LENDER;
(XI)
EXCEPT AS EXPRESSLY PROVIDED IN THE INDEMNITY, NO TRANSFER TO A
CO-OWNER TRANSFEREE PURSUANT TO THIS SECTION 5.2.13(B) SHALL BE DEEMED TO
RELEASE INDEMNITOR FROM ANY OBLIGATIONS UNDER THE INDEMNITY AGREEMENT;
(XII)
IF AFTER GIVING EFFECT TO ANY SUCH TRANSFER, MORE THAN TWENTY
PERCENT (20%) IN THE AGGREGATE OF DIRECT OR INDIRECT INTERESTS IN THE PROPERTY
ARE OWNED BY ANY CO-OWNER TRANSFEREE AND ITS AFFILIATES THAT PREVIOUSLY OWNED
LESS THAN A TWENTY PERCENT (20%) DIRECT OR INDIRECT INTEREST IN THE PROPERTY,
UNLESS A PAIRING WITH