Common use of Lender Approval Clause in Contracts

Lender Approval. Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event ofDefault, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfer, (d) approving substitute guarantors, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower for which approval is required shall be made in Lender's sole ’s reasonable discretion and upon Lender’s receipt of a Rating Agency Confirmation at Lender’s reasonable request. Lender shall not be obligated to approve any TransferTransfer following Securitization without a Rating Confirmation. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty (which may result in the release of the Marriott Guarantor and/or the CNL Guarantor, as applicable, from their obligations under the Guaranty pursuant to Section 3.12(c) of the Guaranty, provided Lender receives a Substitute Guaranty (as defined in the Guaranty) from a Substitute Guarantor (as defined in the Guaranty) approved by Lender pursuant to Section 3.12(a) of the Guaranty), (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax nonconsolidation opinion and other applicable opinions as reasonably required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurredConfirmations. Borrower agrees to pay all of Lender's ’s actual, reasonable expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as if required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Except as otherwise provided in this Section 10.02, Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Notwithstanding the foregoing, Lender will not unreasonably withhold its consent one (1) time during the term of the Loan to a transfer or sale (but not a pledge, mortgage, assignment, encumbrance or other transfer as security for an obligation) of the Property and Borrower's obligations under the Loan Documents to a Qualified Transferee, provided Borrower satisfies all of the conditions set forth in this Section 10.02. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one one-half of one percent (0.50.50%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving replacing the Guarantors with substitute guarantorsguarantors reasonably acceptable to Lender, (ev) assumption in writing (by the transferee and a guarantor acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) discretion of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation nonconsolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's reasonable expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan. Lender acknowledges that Macquarie Infrastructure Company, Inc. ("MIC"), which is the parent of Macquarie Americas Parking Corporation ("MAPC"), which is the parent of Parking Company of America Airports Holdings, LLC, which is the parent of Equity Owner, is currently a borrower under that certain Amended and Restated Credit Agreement (the "ARCA"), dated May 9, 2006 and as amended from time to time, by and among MIC, as borrower, Macquarie Infrastructure Company, LLC, the other lenders and issuers party thereto and Citigroup North America, Inc., as administrative agent ("CITI"), pursuant to which, MIC has pledged its equity interests in MAPC and may, in the future, seek other credit facilities from other Comparable Financial Institutions (collectively, the "CREDITORS"), including without limitation, replacements, extensions, modifications, increases, amendments of existing credit facilities and/or any new credit facilities (collectively and together with the ARCA, the "CREDIT FACILITIES"). Notwithstanding any provision of this Loan Agreement to the contrary, Lender consents to any existing or future pledge of MIC's (or any of the Macquarie Group's) equity interest in MAPC to the Creditors to secure any one or more such Credit Facilities, which consent does not include any transfer of MIC's (or any of the Macquarie Group's) equity interest in MAPC to the Creditors pursuant to any enforcement of such pledge or otherwise.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (d) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinionopinion (if one was required at the closing of the Loan), a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Except as otherwise provided in this Section 10.02, Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Notwithstanding the foregoing, Lender will not unreasonably withhold its consent one (1) time during the term of the Loan to a transfer or sale (but not a pledge, mortgage, assignment, encumbrance or other transfer as security for an obligation) of the Property and Borrower's obligations under the Loan Documents to a Qualified Transferee, provided Borrower satisfies all of the conditions set forth in this Section 10.02. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's LOAN NUMBER: 41655 ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.51/2%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving replacing the Guarantors with substitute guarantorsguarantors reasonably acceptable to Lender, (ev) assumption in writing (by the transferee and a guarantor acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) discretion of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation nonconsolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's reasonable expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Notwithstanding the foregoing, Lender will not unreasonably withhold its consent four times during the term of the Loan to a Transfer or sale (but not a pledge, mortgage, assignment, encumbrance or other transfer as security for an obligation) of the Property and Borrower’s obligations under the Loan Documents, provided Borrower satisfies all of the conditions set forth in this Section 10.02. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5.5%) of the outstanding principal balance of the Loan for the first such Transfer Transfer, and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfersuch Transfer thereafter, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretiondiscretion ) of all obligations of the transferor and the Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan. Upon the occurrence of an assumption of the Loan by an acceptable transferee satisfying all the terms set forth in this subsection, Borrower and Guarantor will be released as of the date of the recordation of the assumption agreement (which shall be executed by Lender, Borrower, Guarantor and such transferee and its replacement guarantor) with respect to obligations under the Loan Documents arising on or after the date of such assumption.

Lender Approval. (a) Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable multifamily properties, (ciii) payment of an assumption fee (i) equal to one one-half of one percent (0.5( 1⁄2%) of the outstanding principal balance of the Loan for Loan, (iv) adding guarantors or changing the first such Transfer and (ii) equal to one percent (1%) scope of the outstanding principal balance of the Loan for each subsequent transferGuaranty, (d) approving substitute guarantors, (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) if applicable, obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Notwithstanding the foregoing, Lender will not unreasonably withhold its consent one (1) time during the term of the Loan to a transfer or sale (but not a pledge, mortgage, assignment, encumbrance or other transfer as security for an obligation) of the Property and Borrower's obligations under the Loan Documents, provided Borrower satisfies all of the conditions set forth in this Section 10.02. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. (a) Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Notwithstanding the foregoing, Lender will not unreasonably withhold its consent two (2) times during the term of the Loan to a transfer or sale (but not a pledge, mortgage, assignment, encumbrance or other transfer as security for an obligation) of the Property and Borrower's obligations under the Loan Documents, provided Borrower satisfies all of the conditions set forth in this Section 10.02. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, ,information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, or no default under the Ply Gem Lease has occurred and is continuing, (bii) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, except that with respect to any Transfer of the Property to an Affiliate of Borrower, the assumption fees shall be waived, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and the Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts Ply Gem Industries required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in In connection with reviewing and documenting such transfer, if a Transfer (including, without limitation, the costs transferee of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition creditworthiness acceptable to Lender's remedies for Borrower's failure , in its sole discretion, assumes all obligations of Corporate Property Associates 16 Global Incorporated pursuant to performan assumption agreement and executes an Environmental Indemnity and Guaranty of Recourse Obligations of Borrower acceptable to Lender in its sole discretion, then from and after the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment date of such amounts assignment, Lender shall be secured by release Corporate Property Associates 16 Global Incorporated from all obligations thereafter accruing under the Security Instrument and other collateral given Loan Documents, but not for obligations under the Loan Documents which accrued prior to secure the Loandate of the transfer.

Lender Approval. Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfer, (d) approving substitute guarantors, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if requiredifrequired), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. With respect to the Loan, commencing on the Effective Date Seller and Purchaser shall expeditiously, diligently and in good faith cooperate with each other and make application to the Lender for Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event ofDefault, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) ’s approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfer, (d) approving substitute guarantors, (e) assumption in writing (acceptable to Lender in its sole discretion) transactions contemplated by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (this Agreement including, without limitation, the costs conveyance of obtaining Rating Confirmations if requiredthe ELPF TIC Interest to Purchaser subject to the Loan (the “Lender Approval”), which amounts must be paid and shall supply such information and documentation as the Lender shall require in connection with the Lender’s underwriting criteria. Lender Approval shall include Lender, Seller and Purchaser executing an assumption agreement (the “Assumption Agreement”) in form and substance reasonably required by Borrower whether or not Lender; provided however that the proposed Transfer is approved. Upon Borrower's failure Assumption Agreement shall provide that (a) with respect to pay such amountsany non-recourse carve-outs (the “Carve Outs”), Seller and Xxxxx, on the one hand, and Purchaser and Excelsior LaSalle Property Fund, Inc. (“Excelsior”), on the other hand, shall be severally liable for any non-recourse liabilities first arising from and after the Closing based on their respective percentage ownership of title in addition and to Lender's remedies the Property, (b) Purchaser and Excelsior shall not be liable for Borrower's failure any obligations or liabilities arising prior to performthe Closing; provided, however, if Lender does not approve the foregoing, then Xxxxx shall indemnify Purchaser and Excelsior from and against any such obligations and liabilities with respect to the Carve Outs arising prior to the Closing, which indemnity shall survive Closing if clause (b) is not included in the Assumption Agreement, and (c) such additional modifications as set forth in the MetLife Letters (collectively, the unpaid amounts “Loan Assumption Conditions Precedent”). In conjunction with the Lender Approval, Seller shall be added pay to principal, shall bear interest at the Default Rate until paid in fullLender such transfer fees and costs and expenses charged by the Lender related to the assumption or transfer of the Original Loan as contemplated herein (including Lender’s attorneys’ fees), and payment of Purchaser shall pay to the Lender such amounts shall be secured transfer fees and costs and expenses charged by the Security Instrument Lender related to the New Loan (including Lender’s attorneys’ fees). Notwithstanding anything herein to the contrary, if any Loan Assumption Conditions Precedent are not approved by Lender solely as a result of ownership of the Property pursuant to a tenancy-in-common ownership structure and other collateral given Purchaser using a qualified exchange intermediary for purposes of completing a reverse 1031 exchange, then at Closing Seller and Purchaser shall each contribute their TIC Interest to secure that certain limited liability company to be created pursuant to the Loanlimited liability company agreement annexed hereto as Exhibit “C” (the “LLC Agreement”), and Seller and Purchaser shall execute the LLC Agreement.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower for which approval is required shall be made in Lender's sole ’s reasonable discretion and upon Lender’s receipt of a Rating Agency Confirmation at Lender’s reasonable request. Lender shall not be obligated to approve any TransferTransfer following Securitization without a Rating Confirmation. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty (which may result in the release of the Marriott Guarantor and/or the CNL Guarantor, as applicable, from their obligations under the Guaranty pursuant to Section 3.12(c) of the Guaranty, provided Lender receives a Substitute Guaranty (as defined in the Guaranty) from a Substitute Guarantor (as defined in the Guaranty) approved by Lender pursuant to Section 3.12(a) of the Guaranty), (ev) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and/or Mortgage Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation opinion, a tax nonconsolidation opinion and other applicable opinions as reasonably required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations and (ix) if a Securitization applicable, that such Transfer has occurredbeen approved under the Mortgage Loan Documents and all conditions set forth in the Mortgage Loan Documents relating thereto have been satisfied. Borrower agrees to pay all of Lender's ’s actual, reasonable expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument Pledge Agreement and other collateral given to secure the Loan.

Lender Approval. Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (d) approving substitute guarantorsadding guarantors or changing the scope of the Guaranty, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Lender Approval. Except as otherwise provided in this Section 10.02, Lender's ’s decision to approve any Transfer proposed by Borrower shall be made in Lender's ’s sole discretion and Lender shall not be obligated to approve any Transfer. Notwithstanding the foregoing, Lender will not unreasonably withhold its consent one (1) time during the term of the Loan to a transfer or sale (but not a pledge, mortgage, assignment, encumbrance or other transfer as security for an obligation) of the Property and Borrower’s obligations under the Loan Documents to a Qualified Transferee, provided Borrower satisfies all of the conditions set forth in this Section 10.02. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (ai) no Event ofDefaultof Default, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (bii) approval of the proposed transferee's ’s ownership structure, financial condition and management experience for comparable properties, (ciii) payment of an assumption fee (i) equal to one one-half of one percent (0.50.50%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transferLoan, (div) approving replacing the Guarantors with substitute guarantorsguarantors reasonably acceptable to Lender, (ev) assumption in writing (by the transferee and a guarantor acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) discretion of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (fvi) delivery of a new substantive consolidation nonconsolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (gvii) adjusting amounts required for the Reserve Accounts, and (hviii) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's ’s reasonable expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's ’s failure to pay such amounts, and in addition to Lender's ’s remedies for Borrower's ’s failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan. Lender acknowledges that Macquarie Infrastructure Company, Inc. (“MIC”), which is the parent of Macquarie Americas Parking Corporation (“MAPC”), which is the parent of PCAA Parent, LLC, is currently engaged in negotiations to obtain a credit facility from Credit Suisse, Cayman Islands Branch, Citigroup Global Markets Inc., Mxxxxxx Lxxxx Capital Corporation and/or Macquarie Bank Limited and/or one or more comparable lending institutions (“Creditors”) and may in the future seek other credit facilities from other comparable financial institutions (“Credit Facilities”). Notwithstanding any provision of this Agreement to the contrary, Lender consents to MIC’s proposed pledge of its equity interest in MAPC to the Creditors to secure any one or more such Credit Facilities, which consent does not include any transfer of MIC’s equity interest in MAPC to the Creditors pursuant to any enforcement of such pledge or otherwise.