LIMITED TO, THE FOLLOWING MATTERS:
(I)
BORROWER OR SUCH PERMITTED TRANSFEREE SHALL PAY ANY AND ALL
REASONABLE OUT-OF-POCKET COSTS INCURRED IN CONNECTION WITH THE TRANSFER
(INCLUDING, WITHOUT LIMITATION, LENDER'S REASONABLE COUNSEL FEES AND
DISBURSEMENTS AND ALL RECORDING FEES, TITLE INSURANCE PREMIUMS AND MORTGAGE AND
INTANGIBLE TAXES);
(II)
BORROWER SHALL CAUSE THE TRANSFEREE TO COMPLY WITH ALL OF THE
REQUIREMENTS OF SECTION 4.1.35 HEREOF AND TO BE WHOLLY OWNED AND CONTROLLED BY
ONE OR MORE INSTITUTIONAL INVESTORS OR SHALL ITSELF BE AN INSTITUTIONAL
INVESTOR, AND, IN ADDITION, LENDER SHALL BE REASONABLY SATISFIED THAT EACH SUCH
INSTITUTIONAL INVESTOR (1) IS GENERALLY CREDITWORTHY AND REPUTABLE, (2) IS FREE
FROM ANY PENDING OR EXISTING BANKRUPTCY, REORGANIZATION OR INSOLVENCY
PROCEEDINGS IN WHICH SUCH PARTY IS THE DEBTOR, (3) IS NOT, AT THE TIME OF
TRANSFER OR IN THE PAST, A LITIGANT, PLAINTIFF OR DEFENDANT IN ANY SUIT BROUGHT
AGAINST OR BY LENDER, (4) HAS NOT BEEN FOUND BY A COURT OF COMPETENT
JURISDICTION TO HAVE COMMITTED A CRIME, FRAUD OR SIMILAR MALFEASANCE, (5) HAS
NOT BEEN INDICTED FOR ANY CRIME, AND (6) HAS EXPERIENCE AND A TRACK RECORD IN
OWNING AND OPERATING FACILITIES SIMILAR TO THE PROPERTIES, IN THE CASE OF EACH
OF CLAUSES (1) THROUGH (5) ABOVE, AS REASONABLY DETERMINED BY LENDER BASED ON A
LEXIS/NEXIS OR SIMILAR BACKGROUND SEARCH OF EACH SUCH PERSON AND ITS AFFILIATES
(THE "PERMITTED TRANSFEREE");
98
(III)
BORROWER SHALL CAUSE THE TRANSFEREE TO ASSUME ALL OF THE
OBLIGATIONS OF BORROWER ARISING FROM AND AFTER THE TRANSFER OF THIS AGREEMENT,
THE NOTE AND THE OTHER LOAN DOCUMENTS AND A REPLACEMENT GUARANTOR ACCEPTABLE TO
LENDER IN ALL RESPECTS SHALL ASSUME ALL OF THE OBLIGATIONS OF GUARANTOR,
ACCRUING FROM AND AFTER THE DATE OF SUCH TRANSFER, UNDER THE GUARANTY, IN EACH
CASE, IN A MANNER REASONABLY SATISFACTORY TO LENDER IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITATION, BY ENTERING INTO AN ASSUMPTION AGREEMENT (THE "ASSUMPTION
AGREEMENT") IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER AND
DELIVERING SUCH LEGAL OPINIONS AS LENDER MAY REASONABLY REQUIRE;
(IV)
BORROWER SHALL CAUSE MORTGAGE BORROWER TO SATISFY THE CONDITIONS
SET FORTH IN SECTION 6.14 OF THE MORTGAGE LOAN AGREEMENT (IT BEING AGREED THAT
LENDER SHALL HAVE THE SAME RIGHTS TO APPROVE SUCH TRANSFER AS THE MORTGAGE
LENDER HAS);
(V)
INTENTIONALLY OMITTED;
(VI)
INTENTIONALLY OMITTED;
(VII)
BORROWER SHALL CAUSE THE TRANSFEREE TO EXECUTE AND DELIVER A
PLEDGE AGREEMENT IN SUBSTANTIALLY THE SAME FORM AS THE PLEDGE AGREEMENT IN
RESPECT OF THE OWNERSHIP INTERESTS IN THE NEW PROPERTY OWNER(S)/MORTGAGE
BORROWER(S). THE OWNERSHIP INTERESTS DESCRIBED IN THIS SUBSECTION (VII) SHALL
OTHERWISE COMPLY WITH THE REQUIREMENTS OF THE LOAN DOCUMENTS AND BE
SUBSTANTIALLY IDENTICAL IN STRUCTURE, FORM AND SUBSTANCE TO THE COLLATERAL
DELIVERED AT CLOSING OF THE LOAN;
(VIII)
BORROWER SHALL CAUSE THE TRANSFEREE TO AUTHORIZE LENDER TO FILE
SUCH UCC FINANCING STATEMENTS REQUIRED BY LENDER WITH RESPECT TO THE SUBSTITUTE
COLLATERAL;
(IX)
BORROWER SHALL DELIVER, AT ITS SOLE COST AND EXPENSE, A UCC
INSURANCE POLICY INSURING THE NEW PLEDGE AGREEMENT AS A VALID FIRST LIEN ON THE
OWNERSHIP INTERESTS PLEDGED THEREUNDER