ANY SUCH PROPOSED MERGER, (II) THE NET
WORTH OF THE ENTITY SURVIVING SUCH
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MERGER SHALL EQUAL OR EXCEED THE NET WORTH OF INLAND AMERICAN REAL ESTATE
TRUST, INC. IMMEDIATELY PRIOR TO SUCH MERGER, (III) THE SURVIVING ENTITY SHALL
BE CONTROLLED BY THE PERSONS THAT CONTROL INLAND AMERICAN REAL ESTATE
TRUST, INC. IMMEDIATELY PRIOR TO SUCH MERGER, AND (IV) IMMEDIATELY FOLLOWING
SUCH MERGER, THE ENTITY SURVIVING THE MERGER SHALL BE PUBLICLY REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
(B)
AT ANY TIME OTHER THAN THE PERIOD COMMENCING NINETY (90) DAYS
PRIOR TO THE SECURITIZATION DATE AND ENDING THIRTY (30) DAYS AFTER THE
SECURITIZATION DATE, LENDER SHALL NOT WITHHOLD ITS CONSENT TO A TRANSFER OF ALL
OF THE PROPERTIES, (OR 100% OF THE MEMBERSHIP INTERESTS IN ALL OF THE INDIVIDUAL
BORROWERS (AN "EQUITY TRANSFER") TO A SINGLE TRANSFEREE (AN "EQUITY
TRANSFEREE")), PROVIDED THAT THE FOLLOWING CONDITIONS ARE SATISFIED:
(1)
THE TRANSFEREE OF THE PROPERTIES SHALL BE (OR IF THE TRANSFER IS
AN EQUITY TRANSFER, BORROWER SHALL CONTINUE TO BE) A QUALIFIED ENTITY WITH
EXPERIENCE IN THE OWNERSHIP AND MANAGEMENT OF PROPERTIES SIMILAR TO THE
PROPERTIES AND A SPECIAL PURPOSE ENTITY (THE "TRANSFEREE") WHICH AT THE TIME OF
SUCH TRANSFER WILL BE IN COMPLIANCE WITH THE COVENANTS CONTAINED IN
SECTION 5.1.1 AND THE REPRESENTATIONS CONTAINED IN 4.1.31 HEREOF AND WHICH SHALL
HAVE ASSUMED IN WRITING (SUBJECT TO THE TERMS OF SECTION 9.4 HEREOF) AND AGREED
TO COMPLY WITH ALL THE TERMS, COVENANTS AND CONDITIONS SET FORTH IN THIS LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS, EXPRESSLY INCLUDING THE COVENANTS
CONTAINED IN SECTION 5.1.1 AND THE REPRESENTATIONS CONTAINED IN 4.1.31 HEREOF;
(2)
IF REQUESTED BY LENDER, BORROWER SHALL DELIVER CONFIRMATION IN
WRITING FROM THE RATING AGENCIES THAT SUCH PROPOSED TRANSFER WILL NOT CAUSE A
DOWNGRADING, WITHDRAWAL OR QUALIFICATION OF THE THEN CURRENT RATING OF ANY
SECURITIES ISSUED PURSUANT TO SUCH SECURITIZATION;
(3)
IF MANAGER DOES NOT ACT AS MANAGER OF THE TRANSFERRED PROPERTIES
THEN THE MANAGER OF THE PROPERTIES MUST BE A QUALIFIED MANAGER;
(4)
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(5)
BORROWER SHALL DELIVER, AT ITS SOLE COST AND EXPENSE, AN
ENDORSEMENT TO THE TITLE INSURANCE POLICIES, AS MODIFIED BY THE ASSUMPTION
AGREEMENT, AS A VALID FIRST LIEN ON THE PROPERTIES AND NAMING THE TRANSFEREE AS
OWNER OF THE FEE ESTATE OF THE PROPERTIES, WHICH ENDORSEMENT SHALL INSURE THAT,
AS OF THE DATE OF THE RECORDING OF THE ASSUMPTION AGREEMENT, THE PROPERTIES
SHALL NOT BE SUBJECT TO ANY ADDITIONAL EXCEPTIONS OR LIENS OTHER THAN THOSE
CONTAINED IN THE RELEVANT TITLE POLICY ISSUED ON THE DATE HEREOF, OR OTHERWISE
PERMITTED BY LENDER;
(6)
TRANSFEREE OR EQUITY TRANSFEREE, AS APPLICABLE, SHALL DELIVER
OPINIONS REGARDING ITS EXISTENCE, AUTHORITY AND ENFORCEABILITY, AND IF REQUIRED
OR REQUESTED BY ANY OF THE RATING AGENCIES, BORROWER SHALL DELIVER AN OPINION
WITH RESPECT TO NON-CONSOLIDATION ISSUES, AND A FRAUDULENT CONVEYANCE OPINION
WHICH IN EACH CASE MAY BE RELIED UPON BY THE HOLDER OF THE NOTE, THE RATINGS
AGENCIES AND THEIR RESPECTIVE COUNSEL, AGENTS AND REPRESENTATIVES