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(collectively, "Related Properties ") which mortgage liens secure more than 10% of the then outstanding principal amount of all promissory notes secured by liens on Related Properties running in favor of Lender, or (B) directly or indirectly owning or controlling more than 49% of the Beneficial Ownership Interest in owners of Related Properties which are encumbered by first mortgage liens securing more than 10% of the then principal amount of all notes secured by liens on Related Properties running in favor of Lender; or (ii) any Transferee does not deliver a new substantive non - consolidation opinion or down -date of the prior substantive non - consolidation opinion in accordance with paragraph 9(d)(3) of this Security Instrument, then such Transfer shall not take place until each Rating Agency (as defined in paragraph 50 hereof) that rates securities issued with respect to the Note has confirmed in writing that such Transfer will not result in the downgrade, qualification or withdrawal of such rating. Borrower will pay the reasonable costs of Lender and each Rating Agency, including the fees of their respective counsel, in connection with a Transfer. It is understood that each Rating Agency will require Lender to deliver its recommendation based on, among other things, a certified financial statement of Transferee (which shall be deemed satisfactory to Lender if the Transferee's net worth equals or exceeds $50,000), standard credit report on the Transferee (or its principals, as applicable), Lexis/Nexis or similar search showing the Transferee (or its principals, as applicable) not to have been indicted or convicted of a felony in the preceding seven (7) years and not to have been a principal in an entity that availed itself of the protection of bankruptcy laws in the preceding seven (7) years. Lender agrees to use its best efforts to provide such recommendation to each Rating Agency within five (5) business days after receipt of the foregoing materials. (8) If (i) a Sale will result in any person and persons (excluding the Control Parties) controlled by, controlling or under common control with such person, directly or indirectly owning or controlling Related Properties which are encumbered by mortgage liens securing more than 10% of the then outstanding principal amount of all promissory notes secured by liens on Related Properties running in favor of Lender, or (ii) the Grantee is not a Delaware limited liability company or Delaware statutory trust or, with regard to Premises located in Texas or California, a Delaware limited liability company, Delaware statutory trust or a Texas, California or Delaware limited partnership, in each case having organizational documents substantively identical (in all material respects) to those of Borrower or the owner of any Related Property, then such Sale shall not take place until each Rating Agency that rates securities issued with respect to the Note has confirmed that such Sale will not result in the downgrade, qualification or withdrawal of such rating. Borrower will pay the reasonable costs of Lender and each Rating Agency, including the fees of their respective counsel, in connection with a Sale. It is understood that each Rating Agency will require Lender to deliver its recommendation based on, among other things, a certified financial statement of the holder of the primary Beneficial Ownership Interest in Grantee (which shall be deemed satisfactory to Lender if such holder's net worth equals or exceeds $50,000), standard credit report on the such holder, Lexis/Nexis - 25 - 2014 0404,