Common use of Assumption Clause in Contracts

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer of the Properties in their entirety and the assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to zero percent (0.0%) with respect to the first such assumption, and with respect to each subsequent assumption, one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower or Transferee shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, as applicable, is vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other similar materials as Lender may deem reasonably necessary at the time of the transfer, all in form and substance satisfactory to Lender; (g) Transferee shall furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, subject to customary qualifications acceptable to Lender in connection with the closing of the Loan, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (lk) Transferee shall assume if Borrower expects to transfer the obligations of Borrower or Operating Lessee under Property subject to the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) aboveLoan, in accordance with the Junior Mezzanine Loan Agreement; and (o) then Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferProperty.

Assumption. Notwithstanding Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.” Unless otherwise provided in writing by Holder, the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender Company shall not unreasonably withhold consent to consummate a Transfer Major Transaction in which the Company is not the surviving entity or as a result of which the Properties in their entirety and Company has a new Parent Entity, unless (A) each Person acquiring the assumption of the Loan by, any Person Company’s assets or Common Stock (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments Parent Entity thereof, as well as applicable), or any other successor entity resulting from such Major Transaction (in each case, a “Successor Entity”), assumes in writing all of the sources and uses obligations of funds or closing or settlement statement relating the Company under this Warrant, the Facility Agreement (but, other than with respect to the Transfer. Lender shall have the right Company’s obligations pursuant to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of LenderSection 5.1(e) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%5.1(p) of the then outstanding principal balance Facility Agreement and the other provisions of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with Facility Agreement that expressly survive the proposed Transfer repayment of the Loans (which shall be paid whether or not the proposed Transfer actually occursassumed in any Assumption); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower , only if there are outstanding Loans under the Loan Documents subject to Facility Agreement immediately following the consummation of the Major Transaction) and the Registration Rights Agreement in accordance with the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (iithis Section 5(b)(ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement written agreements in form and substance reasonably satisfactory to Lender; Holder and approved by Holder prior to the consummation of such Major Transaction (i) intentionally omitted; (j) Transferee shall furnish such approval not to Lenderbe unreasonably withheld or delayed), if required by Lender, including agreements to deliver to Holder in exchange for its Warrants a REMIC Opinion, a New Non-Consolidation Opinion, and 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 security of the Debt has been duly authorized, executed and delivered, and that the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is Successor Entity evidenced by a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or written instrument substantially similar agreement with such Qualified Franchisor and Lender that is in form and substance to the Warrants, that, among other things, (1) is exercisable for the appropriate number of shares of the Successor Entity’s capital stock (without regard to the 4.985% Cap or any other restriction or limitation on exercise, provided that such instrument shall contain a limitation on exercise comparable to that contained in the second paragraph of Section 1 of this Warrant), (2) has an exercise price similar to the then-effective Exercise Price (taking into account any conversion or exchange ratio applicable to the Common Stock in the Major Transaction) and exercise price adjustment provisions similar to those in the Warrants; or (3) entitles Holder to such additional securities or other consideration as Holder would be entitled pursuant to Section 5(b)(i) in connection with the Major Transaction; and (4) provides for registration rights similar to those provided by the Registration Rights Agreement, in each case reasonably satisfactory to Lender; Holder, and (mB) the Senior Mezzanine Loan Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. For the avoidance of doubt, Holders’ reasonable satisfaction referred to in the immediately preceding sentence shall simultaneously be assumed by construed only to apply to confirmation that the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan warrant or other comparable security and registration rights agreement delivered to Holder upon an assumption hereunder shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject conform to the satisfaction of the terms and conditions requirements of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to5(b)(ii), and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 5(b)(ii) shall not be construed as granting consent or approval rights to be a waiver Holder with respect to the terms of the right such Major Transaction or to permit Holder to demand any additional consideration in respect of Lender to consent to any subsequent Transfer of the Propertiesthis Warrant other than as provided herein. Upon the Transfer occurrence of the Properties pursuant to this Section 7.4any Major Transaction, Borrower any Successor Entity shall succeed to, and Guarantor be substituted for (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising so that from and after the date of such transferMajor Transaction, except the provisions of this Warrant and the Registration Rights Agreement referring to the extent “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Major Transaction, the Successor Entity shall deliver to Holder confirmation that such actsthere shall be issued upon exercise of this Warrant at any time after the consummation of the Major Transaction, eventsin lieu of the shares of Common Stock (or other securities, conditionscash, assets or circumstances are other property) issuable upon the proximate result exercise of acts, events, conditions, or circumstances that existed the Warrants prior to such Major Transaction, such shares of publicly traded common stock (or their equivalent) of the date Successor Entity, as adjusted in accordance with the provisions of such transfer, whether or not discovered prior or subsequent this Warrant. The provisions of this Section shall apply similarly and equally to successive Major Transactions and shall be applied without regard to any limitations on the date exercise of such transferthis Warrant other than any applicable beneficial ownership limitations.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”"TRANSFEREE") and Lender shall release Borrower and Borrower Principal from their obligations under the Loan (to the extent such obligations arise from events occurring after the date of the assumption), provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, $10,000 (which information fee shall include, without limitation, a fully executed copy of be credited against the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transferassumption fee payable in connection with such assumption). Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the NoteNote (subject to credit for any previously paid non-refundable processing fees), and (ii) all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency ' fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s 's Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s 's organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s '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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s 's obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) in the event a substantive non-consolidation opinion was delivered to Lender in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a new or updated substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer transfer of the PropertiesProperty. Upon Notwithstanding anything to the Transfer contrary contained in this Section 7.5, prior to a Securitization Lender's consent to any transfer of the Properties Property and assumption of the Loan pursuant to this Section 7.4, 7.5 shall not be required if the consideration to be paid to Borrower and Guarantor (if a by the proposed Transferee Principal has assumed is less than the obligations appraised value of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferProperty as determined by Lender.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to (A) a Transfer of the Properties in their entirety and the assumption of the Loan byand the Mortgage Loan by any Person, or (B) a Transfer of the Collateral and assumption of the entire Loan by any Person (any such Person shall be hereinafter referred to as a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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; and without limiting the foregoing, all of the direct or indirect ownership interests in the Transferee, as applicable, all payments thereon and all proceeds thereof shall be pledged to Lender on terms no less favorable than the pledge of the Collateral under the Pledge Agreement); (c) Borrower shall pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (d) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume all of the obligations of Mortgage Borrower under the Mortgage Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; and (B) to the extent the Permitted Transfer is a Transfer of all of the Collateral, Transferee shall assume all of the obligations of Borrower under the Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; (i) Transferee shall (A) if such Permitted Transfer is a Transfer of the Properties, assume and agree to pay the Debt (as defined in the Mortgage Loan Agreement) as and when due and shall assume all other obligations of Mortgage Borrower under the Mortgage Loan Documents subject to the provisions of Article 15 of the Mortgage Loan Agreement, and (B) if such Permitted Transfer is a Transfer of the Collateral, assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, including, without limitation, all of the entities which own interests similar to the interests in Mortgage Borrower owned by Borrower or otherwise hold any ownership interest in any entities that own any Property (the “Mezzanine Entities”), shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption assumption, including, without limitation, a pledge and security agreement, whereby all of the direct ownership interests in all entities owned by the Mezzanine Entities, all payments with respect to such ownership interests and all proceeds of such ownership interests shall be pledged to Lender on terms satisfactory to Lender, and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the PropertiesProperties or the Collateral, as applicable; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (ef) 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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (fg) Borrower Transferee shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s a UCC Title Insurance Policy insuring that fee simple or leasehold title to equity interests of all owners of the Properties, as applicable, is Collateral are vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or the Mezzanine Entities and such certificates and other similar materials as Lender may deem necessary at the time of the transfer, all in form and substance satisfactory to Lender; (gh) Transferee shall furnish to Lender, all documents evidencing Transferee’s and Mezzanine Entities’ organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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; (hi) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume the obligations of Mortgage Borrower or Operating Lessee 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (ij) intentionally omitted; (jk) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s formation documents provide for the matters described in subparagraph (gh) above, (B) that the assumption of the Debt has been duly authorized, executed and delivered, and that the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kl) if required by Lender, Lender shall receive a Rating Agency Confirmation; (lm) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume the obligations of Mortgage Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (iii) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (mn) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreementintentionally omitted; (no) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, Transferee in accordance with the Junior Mezzanine Loan Agreement; and (op) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties Collateral in their its entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the PropertiesCollateral. Upon the Transfer of the Properties Collateral pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7VII, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit$5,000 (provided, which information that, Borrower shall includenot be required to pay any processing fee in connection with the first request for approval of a Loan assumption pursuant to this Section 7.05). (c) Borrower shall have obtained Lender’s prior written approval, without limitationsuch approval not to be unreasonably withheld, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereofprovided, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. that, Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business and credit standing of Transferee and its principals and Transferee’s and its principals’ 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 pay . Lender may withhold its consent to any proposed transfer occurring prior to a Securitization if the consideration to be paid by the Transferee, as determined by Lender, concurrently with is less than the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) appraised value of the then outstanding principal balance Property (as adjusted as a result of the Noteany Property Releases), and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred as determined by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing ’s underwriting of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferLoan.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent Borrower may transfer the Property in its entirety to a Transfer or of one hundred percent (100%) of the Properties ownership interests in their entirety the Borrower, and the related assumption of the Loan by, any Person (a “Transferee”) shall be permitted with the prior written consent of the Lender, such consent not to be unreasonably withheld provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non‑refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld, conditioned or delayed. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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. In no event shall Lender consent to a proposed transfer prior to a Securitization if the consideration to be paid by the Transferee for the Property, as determined by Lender in its sole discretion, is less than the appraised value of the Property as determined by Lender based upon the Appraisal delivered to Lender in connection with Lender’s underwriting of the Loan; (c) Borrower or Transferee shall pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable non‑refundable assumption fee in an amount equal to one-half one quarter of one percent (0.50.25%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket out‑of‑pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay (A) the Debt as and when due or (B) with respect to a Partial Assumption, the portion of the Debt attributable to the Assumed Note as and when due and shall assume have either, as applicable, (Y) assumed all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof or (Z) with respect to any Partial Assumption, executed a joinder or other documentation required by Lender in Lender’s sole discretion to bind such transferee as a co-borrower under the terms of this Agreement and the other Loan Documents, and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption or such Partial Assumption, as applicable and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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, including any amendments thereto that may be required by the Rating Agencies in order to comply with their then-current criteria; (h) Transferee shall assume the obligations of Borrower under any Management Community Operations Agreement or provide a new management agreement with a new manager Qualified Manager which meets with the requirements of Section 5.14 hereof and assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Community Operations Agreement in form and substance reasonably satisfactory to on the Lender’s then-current form; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) Transferee shall, prior to such transfer, deliver a substantive non‑consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to the Rating Agencies and reasonably acceptable to Lender. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety or one hundred percent (100%) of the ownership interests in Borrower to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor Borrower Principal (if a Transferee Principal has assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the transfer of the Property pursuant to this Section 7.47.5) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer. All out‑of‑pocket costs and expenses incurred by Lender pursuant to this Section 7.5 shall be payable by Borrower whether or not the transfer contemplated hereunder actually occurs. In connection with an Assumption, Lender may condition its consent upon the related transferee agreeing to (a) make additional deposits into the Reserve Accounts or to require deposits to the Replacement Reserve Account at all times, and/or (b) the related transferee establishing such additional reserves with Lender as Lender may require in its reasonable discretion; provided, however, the such deposits or additional reserves shall be determined by Lender based upon its standard underwriting criteria and the amounts shall be computed in accordance with the provisions set forth in Article 9 hereof.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to zero percent (0.0%) with respect to the first such assumption, and with respect to each subsequent assumption, one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower or Transferee shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, as applicable, is vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other similar materials as Lender may deem reasonably necessary at the time of the transfer, all in form and substance satisfactory to Lender; (g) Transferee shall furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, subject to customary qualifications acceptable to Lender in connection with the closing of the Loan, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (lk) Transferee shall assume if Borrower expects to transfer the obligations of Borrower or Operating Lessee under Property subject to the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) aboveLoan, in accordance with the Junior Mezzanine Loan Agreement; and (o) then Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer transfer of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Borrower Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to (A) a Transfer of the Properties in their entirety and the assumption of the Loan byand the Mortgage Loan by any Person, or (B) a Transfer of the Collateral and assumption of the entire Loan by any Person (any such Person shall be hereinafter referred to as a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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; and without limiting the foregoing, all of the direct or indirect ownership interests in the Transferee, as applicable, all payments thereon and all proceeds thereof shall be pledged to Lender on terms no less favorable than the pledge of the Collateral under the Pledge Agreement); (c) Borrower shall pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (d) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume all of the obligations of Mortgage Borrower under the Mortgage Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; and (B) to the extent the Permitted Transfer is a Transfer of all of the Collateral, Transferee shall assume all of the obligations of Borrower under the Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; (i) Transferee shall (A) if such Permitted Transfer is a Transfer of the Properties, assume and agree to pay the Debt (as defined in the Mortgage Loan Agreement) as and when due and shall assume all other obligations of Mortgage Borrower under the Mortgage Loan Documents subject to the provisions of Article 15 of the Mortgage Loan Agreement, and (B) if such Permitted Transfer is a Transfer of the Collateral, assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, including, without limitation, all of the entities which own interests similar to the interests in Mortgage Borrower owned by Borrower or otherwise hold any ownership interest in any entities that own any Property (the “Mezzanine Entities”), shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption assumption, including, without limitation, a pledge and security agreement, whereby all of the direct ownership interests in all entities owned by the Mezzanine Entities, all payments with respect to such ownership interests and all proceeds of such ownership interests shall be pledged to Lender on terms satisfactory to Lender, and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the PropertiesProperties or the Collateral, as applicable; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (ef) 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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (fg) Borrower Transferee shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s a UCC Title Insurance Policy insuring that fee simple or leasehold title to equity interests of all owners of the Properties, as applicable, is Collateral are vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or the Mezzanine Entities and such certificates and other similar materials as Lender may deem necessary at the time of the transfer, all in form and substance satisfactory to Lender; (gh) Transferee shall furnish to Lender, all documents evidencing Transferee’s and Mezzanine Entities’ organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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; (hi) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume the obligations of Mortgage Borrower or Operating Lessee 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (ij) intentionally omitted; (jk) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s formation documents provide for the matters described in subparagraph (gh) above, (B) that the assumption of the Debt has been duly authorized, executed and delivered, and that the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kl) if required by Lender, Lender shall receive a Rating Agency Confirmation; (lm) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume the obligations of Mortgage Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (iii) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (mn) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreementintentionally omitted; (no) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreementintentionally omitted; and (op) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties Collateral in their its entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the PropertiesCollateral. Upon the Transfer of the Properties Collateral pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”"TRANSFEREE") and release of Borrower of its obligations under the Loan provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency ' fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s 's Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s 's organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s '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 Note, the Deed of Trust, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request;, including, without limitation, customary single member limited liability company opinions; and, (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s 's obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) in the event a substantive non-consolidation opinion was required in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferProperty.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer of the Properties in their entirety and the assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement[intentionally omitted]; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”"TRANSFEREE") provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.percent

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent Borrower may transfer the Property in its entirety to a Transfer or of one hundred percent (100%) of the Properties ownership interests in their entirety the Borrower, and the related assumption of the Loan by, any Person (a “Transferee”) shall be permitted provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld, conditioned or delayed. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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. In no event shall Lender consent to a proposed transfer prior to a Securitization if the consideration to be paid by the Transferee for the Property, as determined by Lender in its sole discretion, is less than the appraised value of the Property as determined by Lender based upon the Appraisal delivered to Lender in connection with Lender’s underwriting of the Loan; (c) Borrower or Transferee shall pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-one half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume have assumed all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 Qualified Manager which meets with the requirements of Section 5.14 hereof and assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) in the event a substantive non-consolidation opinion was required in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety or one hundred percent (100%) of the ownership interests in Borrower to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor Borrower Principal (if a Transferee Principal has assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the transfer of the Property pursuant to this Section 7.47.5) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer. All out-of-pocket costs and expenses incurred by Lender pursuant to this Section 7.5 shall be payable by Borrower whether or not the transfer contemplated hereunder actually occurs.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following subject to receipt of Lender’s prior written consent, one-time during the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer term of the Properties Loan, the Property may be transferred in their its entirety to, and the assumption of the Loan may be assumed by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of creditcredit and (ii) pay to Lender a non-refundable processing fee in the amount of $25,000. Unless the Transferee is an Approved Transferee (in which event no approval or consent of Lender (as distinct from notice to Lender) shall be required with respect to such Approved Transferee or the Transfer to such Approved Transferee), which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. (i) Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In , conditioned or delayed and (ii) in determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half quarter of one percent (0.50.25%) of the then outstanding principal balance of the Note, Note and (ii) all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and actual out-of-pocket disbursements and Rating Agency fees, fees incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (id) Borrower shall deliver evidence reasonably acceptable to Lender that the Debt Yield for the Property (taking into account the Permitted Mezzanine Financing, if any) on a trailing twelve (12) month basis shall at least be equal to 10% (the Debt Yield on the Closing Date); (e) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof hereof, in each case, with respect to all acts and events occurring or arising after the closing of the Transfer, and, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption assumption, and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) (it being acknowledged that if the Transferee is an Approved Transferee, such Transferee shall assume be deemed an approved Transferee Principal and no further approval or consent of Lender shall be required with respect thereto) shall have assumed the obligations of Guarantor Borrower Principal under the Loan Documents Guaranty with respect to all acts and events occurring or arising after the closing of the Transfer (in each case, pursuant to an assumption agreement reasonably acceptable to the parties) and the then existing Guarantor Borrower Principal shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor Borrower Principal shall bear the burden of proof to show that an event triggering liability of Guarantor Borrower Principal under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such TransferProperty; (ef) Borrower and Transferee, without any cost to Lender, shall furnish any information reasonably 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (fg) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, as applicable, is vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other similar materials as Lender may deem reasonably necessary at the time of the transfer, all in form and substance satisfactory to Lender; (gh) Transferee shall furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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; (hi) Transferee shall assume the obligations of Borrower under any the Management Agreement or from and after the closing of the Transfer or, at Borrower and Transferee’s election, 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (ij) intentionally omittedTransferee shall assume the obligations of Borrower from and after the closing of the Transfer under any Lockbox Agreement or, at Transferee’s election, provide a new Lockbox Agreement with a new Lockbox Bank in form and substance reasonably satisfactory to Lender; (jk) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, Lender a New Non-Consolidation Opinion, Opinion and an additional opinion of counsel reasonably 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kl) Transferee shall have delivered to Lender either (i) insurance acceptable to Lender in substantially the same form and scope as required pursuant to Section 8.1(a)(xi) hereof or (ii) an environmental indemnity agreement from Transferee Principal on Lender’s then current form with respect to all acts and events relating to Hazardous Substances and Environmental Laws occurring or arising after the closing of the Transfer, provided, however, that the requirements of this clause (l) shall be deemed satisfied if Borrower elects in connection with the Transfer, in Borrower’s sole and absolute discretion, to maintain the environmental insurance policy required pursuant to Section 8.1(a)(xi) purchased by Borrower and in effect as of the closing of the Loan; (m) the Mezzanine Loan must be repaid in full in accordance with the terms of the Mezzanine Loan Agreement (it being acknowledged and agreed that Permitted Mezzanine Financing may be obtained in connection therewith as provided herein); (n) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5. The A consent of by Lender with respect to a Transfer of the Properties Property in their its entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the PropertiesProperty (unless such Transfer is a Permitted Transfer). Upon the Transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor Borrower Principal (if a Transferee Principal has assumed the obligations of Guarantor Borrower Principal under the Loan Documents Guaranty with respect to all acts and events occurring or arising after the transfer of the Property pursuant to this Section 7.47.5) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances first occurring or arising after the date of such transfer, except provided, however, Borrower and Borrower Principal shall bear the burden of proof to show that an event triggering liability under the extent that such acts, events, conditions, Loan Documents first occurred after the transfer of the Property. The immediately preceding sentence may be used by Borrower Principal (or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date any replacement guarantor) as evidence of such transfer, release of liability. All out-of-pocket costs and expenses incurred by Lender pursuant to this Section 7.5 except as otherwise expressly excluded above shall be payable by Borrower whether or not discovered prior or subsequent to the date of such transfertransfer contemplated hereunder actually occurs.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”"TRANSFEREE") provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$5,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency ' fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (e) Borrower and Transferee, without any cost to Lender, shall furnish any information reasonably 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s 's Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, as applicable, is vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other similar materials as Lender reasonably may deem necessary at the time of the transfer, all in form and substance reasonably satisfactory to Lender; (g) Transferee shall furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s 's organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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) if applicable, 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s '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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmation; (l) Transferee shall assume qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) Securities if a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that Securitization is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreementpending; and (ok) Borrower’s 's obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Borrower Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved all of all liability under the Loan Documents for acts, events, conditions, events or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, events or circumstances are the proximate result of acts, events, conditions, events or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”"TRANSFEREE") provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency ' fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s 's Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s 's organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s '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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, subject to customary qualifications acceptable to Lender in connection with the closing of the Loan, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s 's obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferProperty.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to (A) a Transfer of the Properties in their entirety and the assumption of the Loan byand the Mortgage Loan by any Person, or (B) a Transfer of the Collateral and assumption of the entire Loan by any Person (any such Person shall be hereinafter referred to as a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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; and without limiting the foregoing, all of the direct or indirect ownership interests in the Transferee, as applicable, all payments thereon and all proceeds thereof shall be pledged to Lender on terms no less favorable than the pledge of the Collateral under the Pledge Agreement); (c) Borrower shall pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (d) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume all of the obligations of Mortgage Borrower under the Mortgage Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; and (B) to the extent the Permitted Transfer is a Transfer of all of the Collateral, Transferee shall assume all of the obligations of Borrower under the Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; (i) Transferee shall (A) if such Permitted Transfer is a Transfer of the Properties, assume and agree to pay the Debt (as defined in the Mortgage Loan Agreement) as and when due and shall assume all other obligations of Mortgage Borrower under the Mortgage Loan Documents subject to the provisions of Article 15 of the Mortgage Loan Agreement, and (B) if such Permitted Transfer is a Transfer of the Collateral, assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, including, without limitation, all of the entities which own interests similar to the interests in Mortgage Borrower owned by Borrower or otherwise hold any ownership interest in any entities that own any Property (the “Mezzanine Entities”), shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption assumption, including, without limitation, a pledge and security agreement, whereby all of the direct ownership interests in all entities owned by the Mezzanine Entities, all payments with respect to such ownership interests and all proceeds of such ownership interests shall be pledged to Lender on terms satisfactory to Lender, and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the PropertiesProperties or the Collateral, as applicable; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (ef) 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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (fg) Borrower Transferee shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s a UCC Title Insurance Policy insuring that fee simple or leasehold title to equity interests of all owners of the Properties, as applicable, is Collateral are vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or the Mezzanine Entities and such certificates and other similar materials as Lender may deem necessary at the time of the transfer, all in form and substance satisfactory to Lender; (gh) Transferee shall furnish to Lender, all documents evidencing Transferee’s and Mezzanine Entities’ organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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; (hi) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume the obligations of Mortgage Borrower or Operating Lessee 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (ij) intentionally omitted; (jk) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s formation documents provide for the matters described in subparagraph (gh) above, (B) that the assumption of the Debt has been duly authorized, executed and delivered, and that the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kl) if required by Lender, Lender shall receive a Rating Agency Confirmation; (lm) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume the obligations of Mortgage Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (iii) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (mn) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreementintentionally omitted; (no) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, Transferee in accordance with the Junior Mezzanine Loan Agreement; and (op) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties Collateral in their its entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the PropertiesCollateral. Upon the Transfer of the Properties Collateral pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer of the Properties Property in their its entirety or one hundred percent (100%) of the ownership interests in Borrower to, and the assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall (i) deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the TransferTransfer and (ii) pay to Lender a non-refundable processing fee in the amount of $10,000. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-one half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which such fees under this clause (ii) shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 reasonably 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omittedTransferee shall assume the obligations of Borrower under any Deposit Account Control Agreement or provide a new Deposit Account Control Agreement with a new Deposit Bank in form and substance reasonably satisfactory to Lender; (j) Transferee shall furnish to Lender, if required by the Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ol) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties Property in their its entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the PropertiesProperty. Upon the Transfer of the Properties Property pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of Section 9.2, a sale of the Project and assumption of this Article 7Loan (hereinafter, following an “Assumption”) in its entirety prohibited by the date foregoing shall be permitted during the term of the Note to any entity which is six a wholly owned subsidiary of Glimcher Properties Limited Partnership (6“Glimcher”) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer of the Properties in their entirety and the assumption of the Loan by, any Person or OMERS Realty Corporation (a “OMERS”) (“Transferee”) ), subject to the prior written consent of Agent and each Lender, which shall not be unreasonably withheld provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice Borrower is then in clause (b) below is received by Lender or at the time compliance with all terms and conditions of the TransferLoan Documents and no default has occurred and is then continuing hereunder or under any of the other Loan Documents and the Transferee agrees to continue to comply with and be bound by all provisions of the Loan Documents; (b) Borrower shall deliver gives Agent and Lenders written notice to Lender of the terms of such proposed Transfer prospective Assumption not less than sixty (60) days before the date on which such Transfer Assumption is scheduled to close take place and, concurrently therewith, gives Agent and Lenders all such information concerning the proposed Transfer Transferee and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereofeither Glimcher or OMERS, as well the case may be, as the sources Agent and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 Lenders reasonably appropriaterequest; (c) Borrower shall pay to Lender, concurrently Agent and Lenders in connection with the closing of such proposed TransferAssumption, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including including, without limitation, reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)Lender; (id) Transferee shall assume executes and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall execute, without any cost or expense to Lender, delivers such documents and agreements as Lender Agent shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lenderdelivers such legal opinions as Agent may reasonably require, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (e) Borrower and Transfereeincluding, 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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the Properties, as applicable, is vested in Transferee (subject to Permitted Encumbrances)limitation, hazard insurance endorsements or certificates and other similar materials as Lender may deem necessary at the time of the transferAssumption, all in form and substance satisfactory to Agent, including, without limitation, an endorsement or endorsements to Agent’s loan title insurance policy insuring the lien of the Mortgage, extending the effective date of such policy to the date of execution and delivery of the assumption agreement referenced in this subparagraph, with no additional exceptions added to such policy, except for items consented to by Agent or permitted under the Mortgage, and insuring that fee simple title to the Project is vested in the Transferee; (e) Borrower executes and delivers to Lender, without any cost or expense to Agent or Lenders, a release of Agent and Lenders, their officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the other security documents through and including the date of the closing of the Assumption, which agreement shall be in form and substance satisfactory to Agent and shall be binding upon the Transferee; (f) Such Assumption is not construed so as to relieve Borrower of any personal liability under the Note or any of the Loan Documents for any act or events occurring or obligations arising prior to or simultaneously with the closing of such Assumption (excluding payment of the principal amount of the Note and interest accrued thereon) and Borrower executes, without any cost or expense to Agent or Lenders, such documents and agreements as Agent shall reasonably require to evidence and effectuate the ratification of such personal liability; (g) Transferee shall furnish to Lender, all documents appropriate papers evidencing Transferee’s organization and capacity in good standing, standing and the qualification of the signers to execute the assumption of the DebtLoan, which documents shall include certified copies of all documents relating to the organization and formation of Transferee and of the entities, if any, which are partners partners, members or members shareholders of Transferee. Transferee and such constituent partners, members or shareholders of Transferee (as the case may be), ) as Lender Agent shall require, shall comply with the covenants set forth in Article 6 hereofbe single purpose entities, whose formation documents shall be approved by counsel to Agent; (h) Transferee shall assume the obligations furnish a customary opinion 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 pursuant to an Assignment of Management Agreement in form and substance counsel reasonably satisfactory to LenderAgent and its counsel; (i) intentionally omittedThe parent company of the Transferee, either Glimcher or OMERS, as the case may be, shall then have minimum liquid assets consisting of cash and cash equivalents of at least $10,000,000, and a minimum net worth (as set forth on its most recent audited financial statements) of at least $100,000,000; (j) Transferee The Project shall furnish to Lender, if required be managed by Lender, a REMIC Opinion, property manager which (x) is a New Non-Consolidation Opinion, and an opinion reputable management company having at least 20 years experience in the management of counsel satisfactory to Lender and its counsel (A) that Transferee’s formation documents provide for commercial properties with similar uses as the matters described in subparagraph (g) aboveProject, (By) that at the assumption time of its engagement as property manager manages at least 15,000,000 leasable square feet of the Debt has been duly authorized, executed and delivered, and that same property type as the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standingProject, and (Dz) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive is not the subject of a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party bankruptcy or similar proceeding. In addition, the property management agreement with such Qualified Franchisor and Lender that is in form and substance must be reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferAgent.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer of the Properties in their entirety and the assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) The initial Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve Transfer all of the Collateral to a Qualified Successor Borrower that will, contemporaneously with such Transfer, assume all of the obligations of Borrower hereunder and under the other Loan Documents (an “Assumption”), provided no Event of Default or disapprove material monetary Default is then continuing or would result therefrom and the proposed Transfer based on its (or following conditions are met to the servicer’s on behalf reasonable satisfaction of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs);: (i) Transferee such Qualified Successor Borrower shall assume have executed and agree delivered to pay Lender an assumption agreement (including an assumption of the Debt as Mortgage in recordable form, if requested by Lender), in form and when due substance reasonably acceptable to Lender, evidencing its agreement to abide and shall assume all other obligations be bound by the terms of Borrower under the Loan Documents subject and containing representations substantially equivalent to the provisions of those contained in Article 15 hereof andIV (recast, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall execute, without any cost or expense to Lendernecessary, such documents and agreements that representations that specifically relate to Closing Date are remade as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; providedassumption), however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer and such other representations (and evidence of the Properties; provided further, in no event accuracy of such representations) as the Servicer shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferreasonably request; (eii) Borrower the obligations of Operating Lessee under the Operating Lease shall have been assumed by a Qualified Successor Operating Lessee pursuant to an assumption agreement, in form and Transferee, without any cost substance reasonably acceptable to Lender, and such Qualified Successor Operating Lessee shall furnish any information requested by have delivered to 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 Legal Requirements, and shall execute any additional all documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents shall include certified copies of all documents relating to the organization existence of such Qualified Successor Operating Lessee and formation the due authorization 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 Qualified Operating Lessee to 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 pursuant to an Assignment of Management Agreement Operating Lease, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the Qualified Successor Operating Lessee, together with all amendments thereto, and certificates of good standing or existence for the Qualified Successor Operating Lessee issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (iiii) intentionally omittedsuch Uniform Commercial Code financing statements as may be reasonably requested by Lender shall be filed; (jiv) Transferee a party satisfactory to Lender in its sole discretion assumes all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender (and upon such assumption by such party, Sponsor and any other such guarantor shall furnish be released from such obligations, liabilities, guarantees and indemnities); (v) such Qualified Successor Borrower shall have delivered to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions that are reasonably 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 satisfactory to each of the Debt has been duly authorized, executed Rating Agencies; and delivered, and that the assumption agreement Borrower and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, Qualified Successor Borrower shall have been duly organized, and are in existence and good standing, and (D) with respect to delivered such other matters documents, certificates and legal opinions, including relating to REMIC matters, as Lender may shall reasonably request; (kvi) if required such Qualified Successor Borrower shall have delivered to Lender all documents reasonably requested by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall it relating to the existence of such Qualified Successor Borrower and the due authorization of the Qualified Successor Borrower to assume the obligations of Borrower or Operating Lessee under Loan and to execute and deliver the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is documents described in this Section 2.2, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the Qualified Successor Borrower, together with all amendments thereto, and certificates of good standing or existence for the Qualified Successor Borrower issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (mvii) the Senior Mezzanine Loan Qualified Title Insurance Policy shall simultaneously be assumed by have been properly endorsed to reflect the equity owners Transfer of Transferee in accordance with the Senior Mezzanine Loan AgreementProperty to the Qualified Successor Borrower; (nviii) the Junior Mezzanine Loan Rating Condition shall simultaneously be assumed by have been satisfied with respect to the equity owners legal structure of the Transferee’s equity owners described in Section 7.4(m) aboveQualified Successor Borrower, in accordance with the Junior Mezzanine Loan Agreementdocumentation of the Assumption and the related legal opinions; and (oix) Borrower’s obligations under the purchase and sale agreement pursuant Borrower shall have paid to which the Transfer is proposed Lender a nonrefundable assumption fee in an amount equal to occur shall expressly be subject to the satisfaction 1.0% of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety toPrincipal Indebtedness, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 Borrower shall not be construed to be a waiver of the right of have reimbursed Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower for its reasonable out-of-pocket costs and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of expenses incurred in connection with such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferassumption.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lendermanagement, agreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Borrower Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer of the Properties in their entirety and the assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 appropriateappropriate (provided, however, such Transferee shall not be a Delaware Statutory Trust, a tenancy-in-common, a Crowdfunded Person, or any Person who is (i) Controlled (directly or indirectly) by one or more of the foregoing an/or (ii) more than forty-nine percent (49%) owned (directly or indirectly) by one or more of the foregoing); (c) Borrower shall pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by LenderL▇▇▇▇▇; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender, and if the new Manager is an Affiliate of Transferee, a New Non-Consolidation Opinion reasonably satisfactory to Lender; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by LenderL▇▇▇▇▇, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by LenderL▇▇▇▇▇, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall shall, as applicable, assume the obligations of Borrower or Operating Lessee under the any Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreementintentionally omitted; (n) the Junior Mezzanine Loan proposed transfer to the Transferee shall simultaneously not constitute a Covered Transaction or, if the proposed transfer to the Transferee is a Covered Transaction, then CFIUS Approval shall be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance obtained with the Junior Mezzanine Loan Agreementrespect to such proposed transfer; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “"Transferee”") provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating the amount of $10,000. Unless the Transferee is an initial extension of creditFSP Transferee, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) unless the Transferee is an FSP Transferee, a non-refundable assumption fee in an amount equal to one-one half of one percent (0.50.50%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency ' fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s 's Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s 's organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s '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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by LenderLender and only if the Transferee is not an FSP Transferee, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s 's obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies, if required based on the ownership structure of Transferee. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer. Notwithstanding anything to the contrary contained in this Section 7.5, in no event shall Lender be obligated to give its consent to an Assumption prior to a Securitization in the event Lender shall have determined that the consideration to be paid by the applicable Transferee in connection with such Assumption is less than the appraised value of the Property as such appraised value was determined by Lender in connection with the closing of the Loan.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel reasonably 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) in the event a substantive non-consolidation opinion was required in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The In connection with and as a condition precedent to Lender’s approval of any assumption and transfer of the Property, except to the extent the new Borrower Principal in connection with any such assumption has a net worth and liquidity equal to or better than the net worth and liquidity of Gladstone Commercial Corporation as of the Closing Date, Lender reserves the right to require any Transferee to post all cash deposits or letters of credit required or which, upon the occurrence of certain events or conditions, could subsequently be required or which are otherwise contemplated by the terms of any provision of this Agreement, irrespective of whether such events or conditions have occurred such that the then current Borrower would be required to post such deposits or letters of credit. Without limiting the foregoing, all letters of credit shall satisfy the Letter of Credit Requirements. A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Borrower Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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. In no event shall Lender consent to a proposed transfer prior to a Securitization if the consideration to be paid by the Transferee for the Property, as determined by Lender in its sole discretion, is less than the appraised value of the Property as determined by Lender based upon the appraisal delivered to Lender in connection with Lender’s underwriting of the Loan; (c) Borrower shall pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, Note and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such TransferTransferee; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale or assumption agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.05; and (1) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.05 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer transfer of the PropertiesProperty. Upon Subject to the Transfer provisions of Sections 12.06, 14.04 and 15.01 hereof as to matters occurring or arising through and including the Properties pursuant to date of an assumption, upon the occurrence of an assumption in accordance with the provisions of this Section 7.47.05, the Borrower and Guarantor (if a Transferee Principal has assumed the shall have no further obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising which arise after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferassumption.

Assumption. Notwithstanding the foregoing provisions of this Article 76, following the date which is six one (61) months year from the Closing Date, provided such date is not within sixty (60) days of a Securitization of the Loan, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”"TRANSFEREE") provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transferrequire. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-one half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ ' fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume have assumed all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 14 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such TransferDocuments; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s 's Title Insurance Policy insuring that fee simple or leasehold title to the Properties, as applicable, Property 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 furnish have furnished to Lender, Lender all appropriate documents evidencing Transferee’s 's organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 5 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 4.14 hereof and assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion opinions of counsel satisfactory to Lender and its counsel (A) that Transferee’s '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 Note, the Security Instrument, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholdershareholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received a Rating Agency ConfirmationRatings Confirmation in connection with the transfer; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s 's obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.46.5; and (1) in the event an Insolvency Opinion was required in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 6.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.46.5, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer. All expenses incurred by Lender pursuant to this Section 6.5 shall be payable by Borrower whether or not the transfer contemplated hereunder actually occurs.

Assumption. Notwithstanding the foregoing provisions of this Article 7, other than during the period that is sixty (60) days prior to and sixty (60) days following the date which is six (6) months from the Closing Datea Securitization, Lender shall not unreasonably withhold consent to a one-time Transfer (x) of the Properties in their entirety or (y) one hundred percent (100%) of the indirect legal and beneficial interests in Borrower and the assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (ai) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (bj) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty thirty (6030) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.,

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold withhold, condition or delay consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld, conditioned or delayed. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption assumption, and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (e) Borrower and Transferee, without any cost to Lender, shall furnish any information reasonably 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, as applicable, is vested in Transferee Transferee, if available (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 reasonably satisfactory to Lender; (g) Transferee shall furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel reasonably 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that, the transfer will not result in a Rating Agency Confirmation; (l) Transferee shall assume qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan AgreementSecurities; and (ok) Borrower’s obligations under the purchase and sale agreement contract of sate pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor Borrower Principal and Master Lessee (if a Transferee Principal has assumed the provided no obligations of Guarantor the Master Lessee remain outstanding under the Loan Documents pursuant to this Section 7.4Master Lease) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhay occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred inclined by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee Property pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.7.5;

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer of the Properties in their entirety and the assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an The initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender Obligor shall have the right to approve Transfer all of the Collateral to a Qualified Successor Borrower that will, contemporaneously with such Transfer, assume all of the obligations of Obligor hereunder and under the other Loan Documents (an “Assumption”), provided no Event of Default or disapprove material monetary Default is then continuing or would result therefrom and the proposed Transfer based on its (or following conditions are met to the servicer’s on behalf reasonable satisfaction of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs);: (i) Transferee such Qualified Successor Borrower shall assume have executed and agree delivered to pay Lender an assumption agreement (including an assumption of the Debt as Mortgage in recordable form, if requested by Lender), in form and when due substance reasonably acceptable to Lender, evidencing its agreement to abide and shall assume all other obligations be bound by the terms of Borrower under the Loan Documents subject and containing representations substantially equivalent to the provisions of those contained in Article 15 hereof andIV (recast, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall execute, without any cost or expense to Lendernecessary, such documents and agreements that representations that specifically relate to Closing Date are remade as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; providedassumption), however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer and such other representations (and evidence of the Properties; provided further, in no event accuracy of such representations) as the Servicer shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferreasonably request; (eii) Borrower the obligations of Operating Lessee under the Operating Lease shall have been assumed by a Qualified Successor Operating Lessee pursuant to an assumption agreement, in form and Transferee, without any cost substance reasonably acceptable to Lender, and such Qualified Successor Operating Lessee shall furnish any information requested by have delivered to 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 Legal Requirements, and shall execute any additional all documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents shall include certified copies of all documents relating to the organization existence of such Qualified Successor Operating Lessee and formation the due authorization 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 Qualified Operating Lessee to 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 pursuant to an Assignment of Management Agreement Operating Lease, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the Qualified Successor Operating Lessee, together with all amendments thereto, and certificates of good standing or existence for the Qualified Successor Operating Lessee issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (iiii) intentionally omittedsuch Uniform Commercial Code financing statements as may be reasonably requested by Lender shall be filed; (jiv) Transferee a party satisfactory to Lender in its sole discretion assumes all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender (and upon such assumption by such party, Sponsor and any other such guarantor shall furnish be released from such obligations, liabilities, guarantees and indemnities); (v) such Qualified Successor Borrower shall have delivered to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions that are reasonably 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 satisfactory to each of the Debt has been duly authorized, executed Rating Agencies; and delivered, and that the assumption agreement Obligor and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, Qualified Successor Borrower shall have been duly organized, and are in existence and good standing, and (D) with respect to delivered such other matters documents, certificates and legal opinions, including relating to REMIC matters, as Lender may shall reasonably request; (kvi) if required such Qualified Successor Borrower shall have delivered to Lender all documents reasonably requested by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall it relating to the existence of such Qualified Successor Borrower and the due authorization of the Qualified Successor Borrower to assume the obligations of Borrower or Operating Lessee under Loan and to execute and deliver the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is documents described in this Section 2.2, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the Qualified Successor Borrower, together with all amendments thereto, and certificates of good standing or existence for the Qualified Successor Borrower issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (mvii) the Senior Mezzanine Loan Qualified Title Insurance Policy shall simultaneously be assumed by have been properly endorsed to reflect the equity owners Transfer of Transferee in accordance with the Senior Mezzanine Loan AgreementProperty to the Qualified Successor Borrower; (nviii) the Junior Mezzanine Loan Rating Condition shall simultaneously be assumed by have been satisfied with respect to the equity owners legal structure of the Transferee’s equity owners described in Section 7.4(m) aboveQualified Successor Borrower, in accordance with the Junior Mezzanine Loan Agreementdocumentation of the Assumption and the related legal opinions; and (oix) Borrower’s obligations under the purchase and sale agreement pursuant Obligor shall have paid to which the Transfer is proposed Lender a nonrefundable assumption fee in an amount equal to occur shall expressly be subject to the satisfaction 1.0% of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety toPrincipal Indebtedness, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 Obligor shall not be construed to be a waiver of the right of have reimbursed Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower for its reasonable out-of-pocket costs and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of expenses incurred in connection with such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferassumption.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, Note and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Borrower shall cause the Transferee shall assume and agree of the Property to pay create a new parent company special purpose entity satisfying all of the Debt as and when due and requirements of Section 6.1 hereof which shall assume all other of the obligations of the Borrower under the Loan Documents subject Loan, pursuant to such documentation reasonably acceptable to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 which Transferee shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to own all acts and events occurring or arising after the closing of the Transfer and ownership interests in the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfernew property owner(s)/mortgage borrower(s); (e) Borrower shall cause the Transferee to execute and Transfereedeliver 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) (such interests shall otherwise comply with the requirements of the Loan Documents and be substantially identical in structure, without any cost to Lender, shall furnish any information requested by Lender for form and substance as the preparation of, and shall authorize Lender to file, new financing statements and financing statement amendments and other documents to Collateral delivered at closing of the fullest extent permitted by applicable Legal Requirements, and shall execute any additional documents reasonably requested by LenderLoan); (f) Borrower shall deliver cause the Transferee to Lender, without any cost or expense authorize Lender to Lender, file such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title UCC Financing Statements required by Lender with respect 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 Lendersubstitute Collateral; (g) Transferee Borrower shall furnish deliver, at its sole cost and expense, a UCC Title Insurance Policy insuring the new pledge agreement as a valid first lien on the ownership interest pledged thereunder and substantially identical to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification UCC Title Insurance Policy delivered at the closing of the signers to execute the assumption of the Debt, which documents 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 hereofLoan; (h) Borrower shall cause Transferee shall assume to provide opinion letters in substantially 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 pursuant to an Assignment of Management Agreement in same form and substance as such opinion letters delivered at the closing of the Loan (including enforcement and perfection opinions and a substantive con-consolidation opinion of Transferee and its constituent entities, which law firms and opinions shall be reasonably satisfactory to Lender; (i) intentionally omitted;The Transferee shall receive an updated Owner’s Title Policy reasonably acceptable to Lender and in amount at least equal to the amount of the existing Owner’s Title Policy; and (j) Borrower shall cause the Transferee shall furnish to Lender, if required execute and deliver such other replacement loan and closing documents in substantially the same forms as the Loan Documents and such other closing documents as reasonably requested by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required The Transferee shall be a Qualified Entityholder or wholly owned and controlled by Lender, Lender shall receive a Rating Agency ConfirmationQualified Entityholder; (l) Transferee The Property shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with be managed by a Qualified Franchisor and (i) a tri-party or similar agreement with Manager following such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender;transfer; and (m) the Senior Mezzanine Loan Mortgage Borrower shall simultaneously be assumed by the equity owners of Transferee in accordance have complied with the Senior Mezzanine requirements of Article 7 of the Mortgage Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed . A consent by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer transfer of the Properties in their entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer transfer of the Properties pursuant or any part thereof. Notwithstanding the foregoing, in no event shall Lender consent to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations any assumption of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to a Securitization if the date of such transferconsideration to be paid by the transferee to Borrower, whether or not discovered prior or subsequent to the date of such transferas determined by Lender, is less than $161,000,000.00.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower Borrowers shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 Borrowers shall pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (e) Borrower Borrowers 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower Borrowers shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 Borrowers 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgages, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (lk) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s Borrowers’ obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (1) in the event a substantive non-consolidation opinion was required in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferProperty.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following Borrower shall have the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent right to cause a Transfer Sale or Pledge of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”"TRANSFEREE") provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective Sale or Pledge not less than sixty (60) days before the date on which such Transfer Sale or Pledge is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit$25,000. Unless the proposed Sale or Pledge of the Property is to a Qualified Transferee, (i) if the proposed Sale or Pledge is prior to a Securitization, the proposed Sale or Pledge is subject to, among other things, the prior written consent of Lender, which information shall includenot be unreasonably withheld, without limitationconditioned or delayed or (ii) if the proposed Sale or Pledge is after a Securitization, the proposed Sale or Pledge is subject to, among other things, the receipt of written confirmation from the Rating Agencies that the Prohibited Transfer will not result in a fully executed copy downgrade, withdrawal or qualification of the purchase and sale agreement and all amendments and assignments thereofinitial, as well as or if higher, then current ratings issued in connection with a Securitization. In connection with the sources and uses of funds or closing or settlement statement relating to the Transfer. forgoing, if Lender shall have has the right to approve or disapprove the proposed Transfer Sale or Pledge it shall do so based on on, among other things, (i) its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider market and (ii) the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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 pay have paid to Lender, concurrently with the closing of such proposed TransferSale or Pledge, (i) a non-refundable assumption fee in an amount equal to (1) $175,000 for the first such Sale or Pledge and related assumption and (2) one-half of one percent (0.5.5%) of the then outstanding original principal balance of the NoteNote for any subsequent Sale or Pledge and related assumption, and (ii) all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency ' fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether Sale or not the proposed Transfer actually occurs)Pledge; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such TransferSale or Pledge, Transferee and its constituent partners, members or shareholders as Lender may a prudent institutional mortgage lender would reasonably require, shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall a prudent institutional mortgage lender would reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (e) Borrower and Transferee, without any cost to Lender, shall furnish any information would be reasonably requested by Lender an institutional mortgage 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 Legal Requirementslaw, and shall execute any additional documents which would be reasonably requested by Lendera prudent institutional mortgage lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s 's Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, as applicable, is vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other similar materials as Lender may reasonably deem necessary at the time of the transferSale or Pledge, all in form and substance reasonably satisfactory to Lendera prudent institutional mortgage lender; (g) Transferee shall furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s 's organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 a prudent institutional mortgage lender would reasonably 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel reasonably satisfactory to Lender a prudent institutional mortgage lender and its counsel (A) that Transferee’s '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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower Borrowers shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (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 Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (1) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Borrower Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold withhold, delay or condition consent to a Transfer transfer of the Properties Property in their its entirety to or of one hundred percent (100%) of the ownership interests in the Borrower, and the related assumption of the Loan by, any Person (a “Transferee”"TRANSFEREE") provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld, conditioned or delayed. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s 's and its principals’ ' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s '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. In no event shall Lender consent to a proposed transfer prior to a Securitization if the consideration to be paid by the Transferee for the Property, as determined by Lender in its sole discretion, is less than the appraised value of the Property as determined by Lender based upon the Appraisal delivered to Lender in connection with Lender's underwriting of the Loan; (c) Borrower shall pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, Note and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency ' fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s 's Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s 's organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 Qualified Manager which meets with the requirements of Section 5.14 hereof and assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s '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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s 's obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; (l) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. (m) In connection with an assumption of the Loan, Lender shall release the Property and the Loan from any cross collateralization and cross default provisions contained the other Loan Documents; and (n) Lender shall have determined that the Debt Service Coverage Ratio with respect to each of (i) the Property and (ii) any Crossed Properties and the Remaining Properties computed on a combined basis which are not subject to such assumption, after giving effect to the assumption (assuming a loan amount equal to the principal balance of the Note which is not being assumed immediately following the subject assumption) shall be at least equal to 1.275 to 1.0 for the twelve (12) full calendar months immediately preceding the assumption of the Loan. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety or one hundred percent (100%) of the ownership interests in Borrower to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale of Pledge of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferProperty.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgages, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) in the event a substantive non-consolidation opinion was required in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferProperty.

Assumption. Notwithstanding the foregoing provisions of this Article ARTICLE 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer any transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-one half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article ARTICLE 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) in the event a substantive non-consolidation opinion was required in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferProperty.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person a corporation (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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)Transferee, 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 5.15 hereof and assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, General Assignment of Rents, Specific Assignment of Lease, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have has been duly organized, and are is in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect 7.5; (1) Transferee shall, prior to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.Rating Agencies; and

Assumption. (a) Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (ai) no Default or Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (bii) Borrower shall deliver have (A) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty- five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, at Borrower’s expense, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of creditrequire, which information shall includeincluding, without limitation, (1) acceptable credit and financial information about the proposed Transferee and the ownership of such Transferee and (2) evidence that the Property shall continue to be managed by a fully executed copy Qualified Manager and (B) concurrently with the delivery of such notice, paid to Lender a non-refundable processing fee in the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses amount of funds or closing or settlement statement relating to the Transfer$15,000.00. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld, conditioned or delayed. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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; (ciii) Borrower shall pay have paid to Lender, concurrently with the closing of such proposed Transfer(A) upon assumption approval, (i) a non-non refundable assumption fee in an amount equal to one-one half of one percent (0.50.5 %) of the then outstanding principal balance of the Note, and (iiB) concurrently with the closing of such transfer, all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (iA) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents documents, certificates and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (iiB) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (ev) 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (fvi) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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; (gvii) Transferee shall furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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; (hviii) 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 shall assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (jix) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s formation documents provide for the matters described in subparagraph (gvii) above, (B) that the assumption of the Debt has been duly authorized, executed and delivered, and that the Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (kx) if required by Lender, Lender shall receive have received confirmation in writing from each of the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (oxi) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The 7.5; and (xii) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies; Notwithstanding the foregoing provisions of this Section 7.5(a), in no event shall Lender consent to any transfer or assumption occurring prior to the end of the twelfth (12th) full calendar month following the Closing Date, if the consideration to be paid to Borrower by the proposed Transferee, as determined by Lender, is less than the appraised value of the Property, as determined in connection with Lender’s underwriting of the Loan. (b) Notwithstanding the foregoing provisions of this Article 7, including subsection (a) above, in connection with a one-time transfer of the Property to, and the simultaneous assumption of the Debt by, an entity meeting the requirements of Article 6 hereof and wholly owned and controlled by a Permitted Transferee, Lender’s consent shall not be required in connection therewith; provided, however, that (i) no default under the Loan Documents shall have occurred and be continuing, (ii) Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Lender in connection with the transfer and assumption (such amounts shall not include the assumption fee under Section 7.5(a)(iii) hereof), (iii) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, including, without limitation, an acceptable substantive non-consolidation opinion, and (iv) the Property shall continue to be managed by a Qualified Manager reasonably acceptable to Lender and acceptable to the Rating Agencies. (c) A consent by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Borrower Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six twelve (612) months from the Closing Date, Lender shall not unreasonably withhold condition or delay consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of 0.30% for the first transfer and one percent (0.51.0%) of the then outstanding principal balance of the NoteNote for each subsequent transfer, and (ii) all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume have assumed all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (e) Borrower and Transferee, without any cost to Lender, shall furnish any information reasonably 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.7.5; and

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-one half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (e) Borrower and Transferee, without any cost to Lender, shall furnish any information reasonably 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) in the event a substantive non-consolidation opinion was required in connection with the closing of the Loan, Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Borrower Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, Note and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Lender shall have received evidence, acceptable to Lender in its sole discretion, that Mezzanine Lender has consented to the transfer of the Properties in its entirety to, and the related assumption of the Loan by the Transferee; (e) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (ef) 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (fg) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or 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; (gh) Transferee shall furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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; (hi) 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (i) intentionally omittedagreement; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgages, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (m) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties in their entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer transfer of the Properties pursuant or any part thereof. Notwithstanding the foregoing, in no event shall Lender consent to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations any assumption of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to a Securitization if the date of such transferconsideration to be paid by the transferee to Borrower, whether or not discovered prior or subsequent to the date of such transferas determined by Lender, is less than $161,000,000.00.

Assumption. Notwithstanding the foregoing provisions of this Article ARTICLE 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty forty-five (6045) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$10,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article ARTICLE 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such TransferTransferee; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the Properties, as applicable, Property 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmation; (l) Transferee shall assume qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan AgreementSecurities; and (ok) Borrower’s obligations under the purchase and contract of sale or assumption agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon Subject to the Transfer provisions of Sections 12.6, 14.4 and 15.1 hereof as to matters occurring or arising through and including the Properties pursuant to date of an assumption, upon the occurrence of an assumption in accordance with the provisions of this Section 7.47.5, the Borrower and Guarantor (if a Transferee Principal has assumed the shall have no further obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising which arise after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferassumption.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below has occurred and is received by Lender or at the time of the Transfercontinuing; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty thirty (6030) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$25,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ relationships and experience with contractors, vendors, tenants, Confidential Treatment Requested by BANA ▇▇▇▇-▇▇▇▇-00129 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.51.0%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (id) Transferee shall assume assumes and agree agrees to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, 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 and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferassumption; (e) Borrower and Transferee, without any cost to Lender, shall furnish any information reasonably 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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, as applicable, is vested in Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other similar materials as Lender may deem reasonably necessary at the time of the transfer, all in form and substance reasonably satisfactory to Lender; (g) Transferee shall furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 reasonably 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel reasonably 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 Confidential Treatment Requested by BANA ▇▇▇▇-▇▇▇▇-00130 and delivered, and that the Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (1) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and in form, scope and substance acceptable in all respects to the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer transfer of the PropertiesProperty. Upon Notwithstanding anything to the Transfer contrary contained in this Section 7.5, in no event shall Lender be required to consent to a transfer/assumption under this Section 7.5 prior to a Securitization if the consideration to be paid to Borrower in connection therewith is less than the appraised value of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed Property as determined in connection with Lender’s underwriting of the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transferLoan.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer of the Properties in their entirety and the assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) The initial Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve Transfer all of the Collateral to a Qualified Successor Borrower that will, contemporaneously with such Transfer, assume all of the obligations of Borrower hereunder and under the other Loan Documents (an “Assumption”), provided no Event of Default or disapprove material monetary Default is then continuing or would result therefrom and the proposed Transfer based on its (or following conditions are met to the servicer’s on behalf reasonable satisfaction of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs);: (i) Transferee such Qualified Successor Borrower shall assume have executed and agree delivered to pay Lender an assumption agreement (including an assumption of the Debt as Mortgage in recordable form, if requested by Lender), in form and when due substance reasonably acceptable to Lender, evidencing its agreement to abide and shall assume all other obligations be bound by the terms of Borrower under the Loan Documents subject and containing representations substantially equivalent to the provisions of those contained in Article 15 hereof andIV (recast, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall execute, without any cost or expense to Lendernecessary, such documents and agreements that representations that specifically relate to Closing Date are remade as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; providedassumption), however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer and such other representations (and evidence of the Properties; provided further, in no event accuracy of such representations) as the Servicer shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferreasonably request; (eii) Borrower the obligations of Operating Lessee under the Operating Lease shall have been assumed by a Qualified Successor Operating Lessee pursuant to an assumption agreement, in form and Transferee, without any cost substance reasonably acceptable to Lender, and such Qualified Successor Operating Lessee shall furnish any information requested by have delivered to 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 Legal Requirements, and shall execute any additional all documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 furnish to Lender, all documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents shall include certified copies of all documents relating to the organization existence of such Qualified Successor Operating Lessee and formation the due authorization 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 Qualified Operating Lessee to 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 pursuant to an Assignment of Management Agreement Operating Lease, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the Qualified Successor Operating Lessee, together with all amendments thereto, and certificates of good standing or existence for the Qualified Successor Operating Lessee issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (iiii) intentionally omittedsuch Uniform Commercial Code financing statements as may be reasonably requested by Lender shall be filed; (jiv) Transferee a party satisfactory to Lender in its sole discretion assumes all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender (and upon such assumption by such party, Sponsor and any other such guarantor shall furnish be released from such obligations, liabilities, guarantees and indemnities); (v) such Qualified Successor Borrower, Qualified Successor Operating Lessee and Borrower FF&E Subsidiary shall have delivered to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions that are reasonably 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 satisfactory to each of the Debt has been duly authorizedRating Agencies; and Borrower, executed Qualified Successor Borrower, Qualified Successor Operating Lessee and delivered, and that the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, Borrower FF&E Subsidiary shall have been duly organized, and are in existence and good standing, and (D) with respect to delivered such other matters documents, certificates and legal opinions, including relating to REMIC matters, as Lender may shall reasonably request; (kvi) if required such Qualified Successor Borrower, Qualified Successor Operating Lessee and Borrower FF&E Subsidiary shall have delivered to Lender all documents reasonably requested by Lender, Lender shall receive a Rating Agency Confirmation; (l) Transferee shall it relating to the existence of each such entity and the due authorization of the Qualified Successor Borrower to assume the obligations Loan and to execute and deliver the documents described in this Section 2.2, and the due authorization of Borrower or the Qualified Successor Operating Lessee under to assume the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor Operating Lease and (i) a tri-party or similar agreement with such Qualified Franchisor to execute and Lender that is deliver the documents described in this Section 2.2, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the Qualified Successor Borrower and Qualified Successor Operating Lessee, together with all amendments thereto, and certificates of good standing or existence for the Qualified Successor Borrower, Qualified Successor Operating Lessee and Borrower FF&E Subsidiary issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (mvii) the Senior Mezzanine Loan Qualified Title Insurance Policy shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant have been properly endorsed to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Properties in their entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon reflect the Transfer of the Properties pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except Property to the extent Qualified Successor Borrower; (viii) Neither the Qualified Successor Borrower, the Qualified Successor Operating Lessee, nor any other Person that such actsis a bankrupty-remote entity under common ownership or control with Qualified Successor Borrower or the Qualified Successor Operating Lessee, events, conditions, shall have filed a petition under any state or circumstances are the proximate result federal bankruptcy or insolvency laws or liquidated all or a major portion of acts, events, conditions, its assets or circumstances that existed property within seven (7) years prior to the date of the proposed Transfer. (ix) the Rating Condition shall have been satisfied with respect to the legal structure of the Qualified Successor Borrower and Qualified Successor Operating Lessee, the documentation of the Assumption and the related legal opinions; and (x) Borrower shall have paid to Lender a nonrefundable assumption fee in an amount equal to 1.0% of the Principal Indebtedness, and Borrower shall have reimbursed Lender for its reasonable out-of-pocket costs and expenses incurred in connection with such transferassumption. Notwithstanding clause (x) above, in connection with the first assumption of the Loan in accordance with this Section 2.2, Borrower shall have paid to Lender a nonrefundable assumption fee in an amount equal to $30,000, and Borrower shall have reimbursed Lender for its reasonable out-of-pocket costs and expenses incurred in connection with such assumption. In determining whether or not discovered prior or subsequent the foregoing conditions are satisifed, Servicer shall use commercially reasonable efforts to the date make its determination within thirty (30) days after receipt from Borrower of such transferall required information, including any additional information that Servicer requests.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months from the Closing Date, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer$5,000. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to (A) one-half quarter of one percent (0.50.25%) of the then outstanding principal balance of the NoteNote with respect to the first such transfer and (B) one-half of one percent (0.50%) of the then outstanding principal balance of the Note with respect to each such transfer thereafter, and (ii) all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender;, (f) Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lenderagreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D)) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmation; (l) Transferee shall assume qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan AgreementSecurities; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor (if a Transferee Borrower Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. Notwithstanding the foregoing provisions of this Article 7, following other than with respect to the date which is six period beginning sixty (660) months from days prior to a Securitization or sale, transfer or assignment of the Closing DateLoan and ending sixty (60) days after the closing of such Securitization or sale, transfer or assignment of the Loan, Lender shall not unreasonably withhold consent to a Transfer transfer of the Properties Property in their its entirety to or the transfer of one hundred percent (100%) of the equity interests in Borrower, and the related assumption of the Loan by, any Person (a “Transferee”) provided ); provided, however, Lender’s consent shall not be required if the Transferee qualifies as Qualified Transferee; provided, further, that in all cases each of the following terms and conditions are satisfied: (a) no Default or Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transferhas occurred; (b) Borrower shall deliver have (i) delivered written notice to Lender of the terms of such proposed Transfer prospective transfer not less than sixty (60) days before the date on which such Transfer transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee in evaluating an initial extension the amount of credit$25,000. Unless the Transferee is a Qualified Transferee, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In Unless the Transferee is a Qualified Transferee, in determining whether to give or withhold its approval of the proposed Transfertransfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the PropertiesProperty, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ 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 pay have paid to Lender, concurrently with the closing of such proposed Transfertransfer, (i) a non-refundable assumption fee in an amount equal to (1) with respect to an assumption by a Transferee who qualifies as Qualified Transferee, one-half of one percent (0.50.5 %) of the then outstanding principal balance of the Note or (2) with respect to an assumption by a Transferee who does not qualify as a Qualified Transferee, 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 and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs)transfer; (i) Transferee shall assume have assumed and agree agreed to pay the Debt as and when due and shall assume have assumed all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfertransfer, Transferee and its constituent partners, members or shareholders as Lender may require, shall executehave executed, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume shall, subject to the provisions of Article 15, have assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the closing transfer of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect Property pursuant to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transferthis Section 7.5; (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 Legal Requirementslaw, and shall execute any additional documents reasonably requested by Lender; (f) In connection with any transfer of the Property (but not in connection with the transfer of the entire equity interests in Borrower), Borrower shall deliver have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple or leasehold title to the PropertiesProperty, 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 furnish have furnished to Lender, if Transferee is a corporation, partnership, limited liability company or other entity, all documents appropriate papers evidencing Transferee’s organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents 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 and, as applicable, such constituent partners, members or shareholders of Transferee (as the case may be), as Lender shall require, shall comply with the applicable 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 Management Agreement with a new manager Manager which meets with the requirements of Section 5.14 hereof and assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to LenderAgreement; (i) intentionally omitted; (j) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and 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 Note, the Mortgage, this Agreement, the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (DE) with respect to such other matters as Lender may reasonably request; (kj) if required by Lender, Lender shall receive have received confirmation in writing from the Rating Agencies that rate the Securities to the effect that the transfer will not result in a Rating Agency Confirmationqualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities; (l) Transferee shall assume the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (ok) Borrower’s obligations under the purchase and contract of sale agreement pursuant to which the Transfer transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.47.5; and (l) Transferee shall, prior to such transfer, deliver a substantive non-consolidation opinion to Lender, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and the Rating Agencies. The A consent of by Lender with respect to a Transfer transfer of the Properties Property in their its entirety or the entire equity interests in Borrower, to, and the related assumption of the Loan by, a Transferee pursuant to this Section 7.4 7.5 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer Sale or Pledge of the PropertiesProperty or the entire equity interests in Borrower. Upon the Transfer transfer of the Properties Property pursuant to this Section 7.47.5, Borrower and Guarantor Borrower Principal (if a Transferee Principal has assumed the obligations of Guarantor Borrower Principal under the Loan Documents with respect to all acts and events occurring or arising after the transfer of the Property pursuant to this Section 7.47.5) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer. All out-of-pocket costs and expenses incurred by Lender pursuant to this Section 7.5 shall be payable by Borrower whether or not the transfer contemplated hereunder actually occurs.

Assumption. Notwithstanding the foregoing provisions of this Article 7PARAGRAPH 15, following a sale of the date Property and assumption of this Loan (hereinafter, an "ASSUMPTION") in its entirety prohibited by the foregoing may be permitted during the term of the Note to any entity, subject to Lender's prior written consent, which is six (6) months from the Closing Date, Lender shall not be unreasonably withhold consent to a Transfer of the Properties in their entirety and the assumption of the Loan bywithheld or delayed, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: (ai) no Event of Default shall be has occurred and is then continuing at the time the notice in clause (b) below is received by Lender hereunder or at the time under any of the TransferLoan Documents; (bii) Borrower shall deliver gives Lender written notice to Lender of the terms of such proposed Transfer prospective Assumption not less than sixty (60) days before the date on which such Transfer Assumption is scheduled to close take place and, concurrently therewith, gives Lender all such information concerning the proposed Transfer and Transferee transferee of the Loan (hereinafter, a "TRANSFEREE") as Lender shall would reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, credit to a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transferborrower on a non-recourse basis. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheldTransferee. In determining whether to give or withhold its approval of the proposed TransferTransferee, Lender shall consider the Transferee's experience and track record of Transferee and its principals in owning and operating facilities a facility similar to the PropertiesProperty, the financial strength of Transferee and its principalsTransferee's entity structure, the Transferee's financial strength, the Transferee's general business standing of Transferee and its principals and the Transferee’s and its principals’ 's relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, that notwithstanding Lender’s '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 upon what Lender determines to be commercially reasonable and, if given, may be given subject to such conditions as Lender may deem reasonably appropriate, but no such conditions shall result in an increase in the interest rate or monthly payment under the Note or reduce the term thereof; (ciii) Borrower shall pay to Lender, concurrently Lender (A) in connection with the closing of such proposed TransferAssumption, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note, and (ii) all reasonable out-of-pocket costs and expenses, including including, without limitation, reasonable attorneys’ ' fees and disbursements and Rating Agency fees, incurred by Lender in connection and any rating agency approval fees (whether such transfer is approved or rejected), plus (B) concurrently with the proposed Transfer (which shall be paid whether or not closing of such Assumption, a nonrefundable assumption fee in an amount equal to 1% of the proposed Transfer actually occurs)then outstanding principal balance of the Note at the time of such Assumption; (iiv) the Transferee shall assume assumes and agree agrees to pay the Debt as Indebtedness and when due and shall assume all other obligations of Borrower under perform the Loan Documents Obligations secured hereby subject to PARAGRAPH 11 of the provisions of Article 15 hereof andNote, and prior to or concurrently with the closing of such TransferAssumption, the Transferee and its constituent partners, members or shareholders as Lender may require, shall executeexecutes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to deliver such legal opinions as Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfermay reasonably require; (ev) Borrower and TransfereeTransferee executes, without any cost or expense to Lender, shall furnish any information requested by Lender for the preparation of, and shall authorize Lender to file, new financing statements and or financing statement amendments and other documents to the fullest extent permitted by applicable Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (fvi) Borrower shall deliver delivers to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy insuring that fee simple 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 reasonably necessary at the time of the transferAssumption, all in form and substance satisfactory to Lender, including, without limitation, an endorsement or endorsements to Lender's loan title insurance policy insuring the lien of this Mortgage, extending the effective date of such policy to the date of execution and delivery of the assumption agreement referenced above in SUBPARAGRAPH 15(C)(IV), with no additional exceptions added to such policy, except for items consented to by Lender or permitted under this Mortgage, and insuring that fee simple title to the Property is vested in the Transferee; (gvii) Transferee shall furnish Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the other security documents through and including the date of the closing of the Assumption, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon the Transferee; (viii) subject to the provisions of PARAGRAPH 11 of the Note, such Assumption is not construed so as to relieve Borrower of any personal liability under the Note or any of the Loan Documents for any act or events occurring or obligations arising prior to or simultaneously with the closing of such Assumption (excluding payment of the principal amount of the Note and interest accrued thereon) and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of such personal liability; (ix) such Assumption is not construed as to relieve any current Guarantors or Indemnitors (as defined in the Loan Documents) of their obligations under any guarantees or indemnity agreements executed in connection with the Note, and each such current Guarantors or Indemnitors execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guarantee and indemnity agreement, provided that if the Transferee or a party associated with the Transferee approved by Lender in its reasonable discretion assumes the obligations of the current Guarantors or Indemnitors under their guarantees or indemnity agreements and the Transferee or such party associated with the Transferee if applicable, executes, without any cost or expense to Lender, a new guarantee and/or indemnity agreement in form and substance satisfactory to Lender, then Lender shall release the current Guarantors or Indemnitors from all obligations first arising under their guarantees or indemnity agreements after the closing of such Assumption; (x) the Transferee shall finish, if the Transferee is a corporation, partnership or other entity, all appropriate papers evidencing the Transferee’s organization and 's capacity in good standing, standing and the qualification of the signers to execute the assumption of the DebtObligations, which documents paper shall include certified copies of all documents relating to the organization and formation of the Transferee and of the entities, if any, which are partners partners, members or members shareholders of the Transferee. The Transferee and such constituent partners, members or shareholders of the Transferee (as the case may be), ) as Lender shall require, shall comply with the covenants set forth in Article 6 hereofbe single purpose, bankruptcy remote entities, whose formation documents shall be approved by counsel to Lender; (hxi) the Transferee shall assume the obligations of Borrower under any Management Agreement the management agreements, if any, pertaining to the Property or provide enter into a new management agreement with a new property manager which meets with the requirements of Section 5.14 hereof and assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory agreeable to Lender; (ixii) intentionally omitted; (j) the Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel stating that (A) that the Transferee’s 's formation documents provide proof for the matters described in subparagraph SUBPARAGRAPH (gX) above, (B) that the assets of the Borrower will not be consolidated with the assets of any other entity having an interest in, or affiliation with, the Transferee, in the event of a bankruptcy or insolvency of any such entity but only if required by any rating agency after the securitization of the Loan, (C) the assumption of the Debt Obligations has been duly authorized, executed and delivered, and that the assumption agreement delivered and the other Loan Documents are valid, binding and enforceable against the Transferee in accordance with their terms, (CD) that the Transferee and any entity which is a controlling stockholder, member or general partner or managing member of Transferee, the Transferee have been duly organized, organized and are in existence good standing and good standingin existence, and (DE) with respect to such other matters as Lender or any applicable rating agency may reasonably request; (kxiii) if required by Lender, the Loan has previously been securitized pursuant to PARAGRAPH 43 Lender shall receive a Rating Agency Confirmation; (l) Transferee shall assume have received evidence in writing from the obligations of Borrower or Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (m) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of Transferee in accordance with the Senior Mezzanine Loan Agreement; (n) the Junior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Transferee’s equity owners described in Section 7.4(m) above, in accordance with the Junior Mezzanine Loan Agreement; and (o) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject rating agencies to the satisfaction of effect the terms and conditions of this Section 7.4. The consent of Lender with respect to proposed transfer will not result in a Transfer of the Properties in their entirety todowngrade, and the assumption of the Loan byqualification, a Transferee pursuant to this Section 7.4 shall not be construed reduction or withdrawal or any rating initially assigned or to be assigned in a waiver of the right of Lender to consent to any subsequent Transfer of the Properties. Upon the Transfer of the Properties pursuant to this Section 7.4Secondary Market Transaction, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to the extent that such actsletter is available from the rating agencies. For purposes hereof, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the date of such transfer, whether or not discovered prior or subsequent to the date of such transfer.a