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(3) Lender shall have received a "down date" substantive non - consolidation opinion with respect to the Transferee indicating that the change in the Beneficial Ownership Interest in Borrower will not affect the opinions stated in the Non - Consolidation Opinion, or a new substantive non - consolidation opinion with respect to the Transferee, substantively similar to the form in the Non - Consolidation Opinion. (4) Such Transferee and Borrower (with respect to the Replacement Indemnity) shall have executed and delivered to Lender a new Indemnity and Guaranty Agreement ("Replacement Guaranty ") and a new Hazardous Substances Indemnity Agreement ( "Replacement Indemnity ") in a form substantively identical to that executed by the Transferor. (5) O14OO4 Lender shall have received evidence that Borrower and Transferee are each in good standing in its state of formation and are each duly qualified and in good standing in the state where the Mortgaged Property is located, if such qualification is required by the laws of such state in order for such party to fulfill its obligations in connection with the Loan. (6) Lender shall have received an authority, execution and delivery opinion of the Transferee and Borrower (to the extent Borrower executes any operative documents in connection with the Transfer), and an enforceability opinion as to the aforementioned Replacement Guaranty and Replacement Indemnity, each of which shall be substantively similar to the forms of such opinions delivered in connection with the execution of this Security Instrument, as applicable. (7) Lender shall have received (i) an acceptable net worth certification of the Transferee (which shall be deemed acceptable if the Transferee's net worth equals or exceeds $50,000) executed by the Transferee, and (ii) an executed IRS W -9 form for Transferee. (8) Transferor or Transferee pays or causes to be paid to Lender, concurrently with the closing of such Transfer, any and all out of pocket costs and expenses, including, without limitation the reasonable attorneys' fees and disbursements, incurred by Lender in connection with the review, approval and documentation of the matters relating to such Transfer approved by Lender hereunder. (9) 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. (e) Special Sale and Transfer Provisions. (1) In connection with any Sale approved by Lender or consummated as herein provided, Lender agrees that the Grantor shall be released and relieved of all - 22 -