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( "Guarantor ") is (1) a limited partnership, then the initial admission of limited partners into such limited partnership following the initial funding date of the Loan shall not be deemed a "Transfer" so long as the limited partners admitted at such time holding a majority of the limited partnership interests in such limited partnership are employees, officers, owners of equity interest in or affiliates of a "Control Party" (as defined in a letter agreement between, inter alia, Borrower and Lender dated as of the date of this Security Instrument), or (2) a Delaware statutory trust, then the initial issuance of beneficial interests in such Delaware statutory trust following the initial funding date of the Loan shall not be deemed a "Transfer" so long as the holders of the beneficial interests in such Delaware statutory trust at such time holding a majority of the beneficial interests in such Delaware statutory trust are employees, officers, owners of equity interest in or affiliates of a Control Party. "Transferee" shall mean the Person to whom all or any portion of the Beneficial Ownership Interest in Borrower is being transferred, or, in the case of a Transfer as described in section (ii) of the definition of "Transfer" above, the holder of the primary Beneficial Ownership Interest in Borrower following such Transfer. "Transferor" shall mean the Person owning any Beneficial Ownership Interest in Borrower which is the subject of a Transfer. (c) Sale Conditions. Notwithstanding anything herein to the contrary, a Sale to a Grantee satisfying the requirements of paragraph 20 hereof shall be permitted by Lender, and the prior written consent of Lender to such Sale shall not be required, provided that each of the following terms and conditions are satisfied: (1) No Event of Default is then continuing hereunder or under any of the other Loan Documents, and no Lease Default exists (and Lender shall have received a certificate from Borrower certifying such facts to the best of its knowledge, and a certificate from Grantee representing that, to its knowledge, no event which, with the passage of time, could become an Event of Default or Lease Default shall be continuing immediately following such Sale). (2) Borrower pays or causes to be paid to Lender, concurrently with the closing of such Sale, any and all out -of- pocket costs and expenses, including, without Iimitation, the reasonable attorneys' fees and disbursements, Uniform Commercial Code financing statement preparation costs and filing fees, title search costs and title insurance endorsement premiums incurred by Lender in connection with the review, approval and documentation of the Loan assumption and other matters related to such Sale. (3) The Grantee assumes and agrees to pay (subject to the non - recourse provisions of paragraph 51 hereof) the indebtedness secured hereby and to perform all obligations under the Note, this Security Instrument and the other Loan Documents pursuant to the documents and agreements executed and delivered in connection therewith as Lender shall reasonably require to evidence and effectuate said assumption as hereby contemplated including, without limitation, an -19- 2 10