Common use of Change in Ownership Conveyance of Property Clause in Contracts

Change in Ownership Conveyance of Property. 10.1 CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION. (a) Trustor shall not cause or permit: (i) the Property or any interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any transfer, assignment or conveyance of any interest in Trustor or in the partners, or stockholders, or members or beneficiaries of, Trustor or of any of Trustor's Constituents or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Trustor or any of the general partners of Trustor, including, without limitation, any conversion of Trustor or any general partner of Trustor from a general partnership to a limited partnership, a limited liability partnership or a limited liability company (collectively, "Transfers"). (b) The prohibitions on transfer shall not be applicable to (i) Transfers as a result of the death of a natural person who is Trustor; or (ii) Transfers in connection with estate planning between or among a revocable trust or a natural person to a spouse, son or daughter or descendant of either, a stepson or stepdaughter or descendant of either; or (iii) Transfers to or from a spouse in connection with the dissolution of a marriage, so long as Trustor pays to Beneficiary all costs and expenses incurred by Beneficiary in connection with any proposed Transfer pursuant to the preceding clauses (i), (ii), or (iii), if any, including without limitation title insurance premiums, documentation and recording costs, and reasonable attorneys' costs and fees. The prohibitions on transfer also shall not be applicable to day-to-day transfers of shares in the original Trustor (so long as it is a publicly held entity) that does not, individually or in the aggregate, cause a change in management or control of such entity. (c) Notwithstanding the foregoing, so long as no transfer pursuant to Section 10.1(d) or (e) below has occurred, Trustor shall have the right, not more than three (3) times during the term of the Loan, to transfer the Property to an entity directly or indirectly wholly-owned and controlled by Maguire Properties, L.P., a Maryland limited partnership ("Trustor Af▇▇▇▇▇▇▇"), provided that (i) there shall not then be a default hereunder or under any of the other Loan Documents, or the Guaranty or the Indemnity Agreement or any event which would, after the passage of time or the giving of notice, or both, constitute such a default; (ii) Maguire Properties, Inc., a Maryland corporation, remains the general ▇▇▇▇▇▇r of Trustor Affiliate; (iii) the transferee shall expressly assume all obligations of Trustor under the Loan Documents and the Indemnity Agreement in a manner satisfactory to Beneficiary, in its sole and absolute discretion; (iv) if the Loan has been securitized, Beneficiary shall have received confirmation that the assumption of the Loan by the transferee will not result in an adverse change in the rating of the Securities by the Rating Agency (as such terms are defined in Section 3.1(b)); and (v) Trustor or such transferee shall pay all costs and expenses incurred by Beneficiary in connection with the transfer, including title insurance premiums, documentation costs and reasonable attorneys' fees. Any such transfer will not relieve Trustor of its obligations under the Note, any of the Loan Documents or the Indemnity Agreement or the obligations of the Liable Parties under the Guaranty or the Indemnity. (d) In addition, the original named Trustor shall have a one-time right to transfer the Property to a third party provided that (i) there shall not then be an Event of Default; (ii) the third party transferee shall be experienced in the ownership, management and leasing of properties similar to the Property and shall have a net worth (determined in accordance with generally accepted accounting principles) of not less than $250,000,000.00, determined in accordance with generally accepted accounting principles, consistently applied; (iii) the third party transferee shall be able to and shall make the warranties set forth in Sections 8.1, 8.2 and 8.4 hereof; (iv) the unpaid principal balance of the Loan shall not exceed sixty percent (60%) of the value of the Property; (v) the annual net operating income projected to be derived from the Property at the time of the transfer in the opinion of Beneficiary shall be at least two hundred percent (200%) of the aggregate annual projected amount of monthly installments due under the Note and any subordinate financing (with all accrued obligations thereunder being treated as currently due);

Change in Ownership Conveyance of Property. 10.1 CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION. (a) Trustor Grantor shall not cause or permit: (i) the Property Property, or any interest in the Property, to be conveyed, transferred, assigned, encumberedencumbered (except for Permitted Exceptions), sold or otherwise disposed of; , or (ii) any transfer, assignment or conveyance of any interest in Trustor Grantor or in the partners, or stockholders, or members or beneficiaries of, Trustor Grantor or of any of Trustor's Constituents Grantor’s Constituents; or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Trustor Grantor or any of the general partners the. members of TrustorGrantor, including, without limitation, any conversion of Trustor Grantor or any general partner member of Trustor Grantor from a general partnership limited liability company to a general partnership, limited partnership, a limited liability partnership or a limited liability company partnership, or vice-versa (collectively, "“Transfers"”). (b) The prohibitions on transfer shall not be applicable to (i) Transfers as a result of the death of a natural person who is Trustorperson; or (ii) Transfers in connection with estate planning between or among a revocable trust or a natural person to a spouse, son or daughter or descendant of either, a stepson or stepdaughter or descendant of either; or (iii) Transfers to or from a spouse in connection with the dissolution of a marriage, so long as Trustor Grantor pays to Beneficiary all costs and expenses incurred by Beneficiary in connection with any proposed Transfer pursuant to the preceding clauses (i), (ii), or (iii), if any, including without limitation title insurance premiums, documentation and recording costs, and reasonable attorneys' ’ costs and fees. The prohibitions on transfer also shall not be applicable to day-to-day transfers of shares in the original Trustor (so long as it is a publicly held entity) that does not, individually or in the aggregate, cause a change in management or control of such entity. (c) Notwithstanding the foregoing, so long as no transfer pursuant transfers to Section 10.1(d) or (e) below has occurred, Trustor among the constituent members of Grantor or the constituent owners of any of Grantor’s Constituents shall have be permitted without the right, not more than three (3) times during the term consent of the Loan, to transfer the Property to an entity directly or indirectly wholly-owned and controlled by Maguire Properties, L.P., a Maryland limited partnership ("Trustor Af▇▇▇▇▇▇▇"), Beneficiary provided that (i) there shall not then be a default or Event of Default hereunder or under any of the other Loan Documents, or the Guaranty or the Indemnity Agreement or any event which would, after the passage of time or the giving of notice, or both, constitute such a default; (ii) Maguire PropertiesBeacon Capital Strategic Partners II, Inc.L.P., a Maryland corporationDelaware limited partnership (“BCSP II”) maintains at least a 48.02% ownership interest in Grantor, remains the general ▇▇▇▇▇▇r of Trustor Affiliateeither directly or through intermediate entities; (iii) BCSP 11 retains the transferee shall expressly assume all obligations sole right and power to direct or cause the direction of Trustor under the Loan Documents management and the Indemnity Agreement in a manner satisfactory to Beneficiary, in its sole and absolute discretionpolicies of Grantor; (iv) if the Loan has been securitized, Beneficiary shall have received confirmation entity that comprises Grantor after the assumption completion of the Loan by the transferee will not result in an adverse change in the rating of the Securities by the Rating Agency (as such terms are defined in Section 3.1(b)); and (v) Trustor or such transferee shall pay all costs and expenses incurred by Beneficiary in connection with the transfer, including title insurance premiums, documentation costs and reasonable attorneys' fees. Any such transfer will not relieve Trustor of its obligations under the Note, any of the Loan Documents or the Indemnity Agreement or the obligations of the Liable Parties under the Guaranty or the Indemnity. (d) In addition, the original named Trustor shall have a one-time right to transfer the Property to a third party provided that (i) there shall not then be an Event of Default; (ii) the third party transferee shall be experienced in the ownership, management and leasing of properties similar to the Property and shall have a net worth (determined in accordance with generally accepted accounting principles) of not less than $250,000,000.00, determined in accordance with generally accepted accounting principles, consistently applied; (iii) the third party transferee transfers shall be able to and shall make the warranties set forth in Sections 8.1, 8.2 and 8.4 hereof; (iv) the unpaid principal balance of the Loan shall not exceed sixty percent (60%) of the value of the Property; (v) the annual net operating income projected Grantor notifies Beneficiary of any such transfer and provides any information Beneficiary may reasonably require in connection therewith (provided, however, that with respect to be derived from the Property at the time transfers of the interests in those Grantor’s Constituents that are not affiliated with BCSP II, Grantor shall notify Beneficiary of such transfer in the opinion and provide such information to Beneficiary when Grantor is notified of such transfer and obtains such information), and (vi) Grantor pays to Beneficiary shall be at least two hundred percent (200%) of the aggregate annual projected amount of monthly installments due under the Note a $5,000.00 processing fee and any subordinate financing other reasonable out-of-pocket costs and expenses incurred by Beneficiary in connection with any transfer or transfers in a single transaction, including document costs, if any, and reasonable attorneys’ fees. In addition, notwithstanding Subsections 10.1(a)(ii) and 10.1(a)(iii) above, the Beacon Lender (with all accrued obligations thereunder being treated as currently duehereafter defined);, which is an affiliate of Grantor and whose ownership interests