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~o~ooo~~~ approval and documentation of the matters relating to such Transfer approved by Lender hereunder. (8) 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 referred to above, 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) S ecial Sale and Transfer Provisions. (l) 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 obligations under the Note, this Security Agreement and the other Loan Documents from and after the date of consummation of such Sale. Lender shall execute and deliver to such Grantor a written acknowledgment that all of the Sale Conditions set forth herein have been satisfied and a release to such effect at no cost to Lender. (2) In connection with any Transfer or Sale approved by Lender or consummated in accordance with the provisions hereof, Lender agrees that the Grantor, Transferor and Guarantor shall be released and relieved of all obligations under the Indemnity and Guaranty Agreement ("Guarani") and the Hazardous Substances Indemnity Agreement ("Indemni `) executed and delivered by such persons or entities. Lender shall execute and deliver to such Grantor, Transferor and Guazantor a written .acknowledgment that all of the Sale Conditions or Transfer Conditions, as applicable, set forth herein have been satisfied and a release to such effect at no cost to Lender; such release shall apply to all prospective obligations under the Loan Documents of such Grantor, Transferor and Guarantor and its constituents who have executed the Guaranty and the Indemnity, and Lender shall cancel and terminate the Guaranty and the Indemnity and shall use reasonable efforts to return one original of each of the Guaranty and the Indemnity to the Grantor, Transferor and Guarantor. (3) If Borrower (or any Grantee) is a Delaware business trust, or similar entity, the substitution of trustees under such trust shall not be deemed to be a Sale or Transfer; row video, however, that if the trustee being removed is a Delawaze resident trustee, the new Delaware resident trustee must have a net worth of at least $500,000,000, and if the trustee being removed is the trustee satisfying the SPC Member (as hereinafter defined) requirements set forth in paragraph 20(s) hereof, then the substitute trustee must also satisfy such SPC Member requirements and must have organizational document which are substantively identical (in all material respects) to the organizational documents of trustee being removed. If Borrower is a limited partnership, the substitution of the general partner -22-