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201400400 or similar search showing such holder not to have been indicted or convicted of a felony in the preceding seven years and not to have been a principal in an entity that availed itself of the protection of bankruptcy laws in the preceding seven 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, and solely for the purposes of subsection 7, above, and this subsection 8, should both Rating Agencies decline to review such materials, evidence of such decline shall be deemed to mean that the Rating Agencies deemed such review to be unnecessary, and in that event, and solely in that instance and not with respect to any other request for Rating Agency confirmation, such Rating Agency confirmation shall be deemed not to be required. Transaction Fee: Counsel Fee. It shall be a condition of any Sale or Transfer that Borrower shall pay Lender, in addition to the amounts described above, in the case of a Sale, a fee of $1500 per Sale and, in the case of a Transfer, a fee of $1,000 per Transfer (as applicable, the "Transaction Fee "); provided, however, that (i) the Transaction Fee applicable to a Sale of the Mortgaged Property and Related Properties in which the primary Beneficial Ownership Interest in the Grantor of the Mortgaged Property and the grantors of the Related Properties are held by the same person and the primary Beneficial Ownership Interest in the Grantee of the Mortgaged Property and the grantees of the Related Properties are held by the same person (or affiliated persons) (a "Related Property Sale ") shall not exceed $7,500 for all such Sales within such Related Property Sale which close on the same day or within thirty (30) days of the first Sale to close, and (ii) the Transaction Fee applicable to a Transfer of Beneficial Ownership Interest in Borrower and other similar entities owning Related Properties in which entities the primary Beneficial Ownership Interest is held by the same Transferor (or affiliated Transferors) and is transferred to the same Transferee (or affiliated Transferees) (a "Related Entity Transfer ") shall not exceed $5,000 for all such Transfers within such Related Entity Transfer which close on the same day or within thirty (30) days of the first Transfer to close. Borrower will pay or cause to be paid the reasonable fees and expenses of special counsel to the owners of the Pass - Through Certificates in connection with any Sale or Transfer. [Intentionally Omitted.] Easements; Dedications. If no Event of Default shall have occurred and be continuing, (A) promptly upon notice from Lessee (and in no event later than ten (10) Business Days after the certification and documentation required below shall have been provided by Lessee) Borrower and Lender shall sign and deliver documentation required pursuant to any Law or other Legal Requirement (each, as hereinafter defined), or any other covenants, restrictions, encumbrances or agreements hereafter created by or consented to by Borrower and Lender applicable to the Mortgaged Property, including, without limitation, documentation required pursuant to any Matter of Record (as hereinafter defined) or, byway of example and not limitation, dedications, easements, plat maps, transfers, public utility service agreement, annexations, covenants, declarations, or restrictions (or amendments, consents, waivers or approvals thereof) -26-