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20iooo14~ 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. (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 Guam") and a new Hazardous Substances Indemnity Agreement ("Re lacement Indemni ") in a form substantively identical to that executed by the Transferor. (5) 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) 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, -21-