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140 agreement shall be in form and substance reasonably satisfactory to Lender and shall be binding upon the Grantor. (9) Grantee executes and delivers to Lender (i) a certificate that, as of the date of closing of the Sale, Grantee is in compliance with the provisions of paragraph 20 hereof, and (ii) an Internal Revenue Service ( "IRS ") W -9 form. (10) Lender shall have received such legal opinions (including an authority opinion of Grantee and the holder or holders of the primary Beneficial Ownership Interest in Grantee, an enforceability opinion as to the aforementioned Loan Assumption Agreement, the Lease Assumption Agreement, the Replacement Guaranty and the Replacement Indemnity, and a non - consolidation opinion, each of which shall be substantively similar to the form of such opinion delivered in connection with the execution of this Security Instrument, or may be in such other form as is reasonably acceptable to Lender) as may be reasonably requested by Lender in connection with such Sale. (11) Lender shall have received an acceptable net worth statement of the holder of the primary Beneficial Ownership Interest in Grantee (which shall be deemed acceptable if such holder's net worth equals or exceeds $50,000). (12) Lender shall have received written confirmation that the documents described above have been delivered in a form that complies with the terms hereof from special counsel to the owners of the Pass - Through Certificates (hereinafter defined), it being agreed that Dechert LLP is such counsel until Lender is otherwise notified in writing by the holders of a majority in percentage interest of the Pass - Through Certificates. (d) Transfer Conditions. Notwithstanding anything herein to the contrary, a Transfer (other than a transfer by a Special Purpose General Partner (as defined in paragraph 20(t) hereof) of its general partnership interest in the Borrower if the Borrower is a limited partnership, unless such transfer is a transfer of forty -nine percent (49 %) or more of the Beneficial Ownership Interest in Borrower or changes the actual control of Borrower) shall be permitted by Lender, and the prior written consent of Lender to such Transfer 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 Transferor certifying such facts to the best of its knowledge, and a certificate from Transferee 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 Transfer). (2) Lender has received evidence reasonably satisfactory to it that all required approvals, if any, under the governing documents of Borrower to effectuate such Transfer shall have been obtained or are not needed. -21 -