Common use of Due on Sale and Encumbrance; Transfers of Interests Clause in Contracts

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of the Administrative Agent and the Lender (to the extent required under SECTION 11.02 hereof), except in connection with Partial Releases permitted under this Agreement: (1) Neither any Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, in BPE, or in either P&V Owner shall (a) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any interest in any Project or any part thereof or any partnership or any other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners; (b) further encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ or ▇▇▇▇▇ any other interest in any Project or any part thereof or any partnership or other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners, whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Project (except for immaterial utilities and the like) or permit the same or agree to the same. (2) No new general partner, member, or limited partner having the ability to Control the affairs of any Borrower, BPE or either P&V Owner shall be admitted to or created in any Borrower, BPE or either P&V Owner (nor shall any existing general partner or member or Controlling limited partner withdraw from any Borrower, BPE or either P&V Owner ), and no change in the organizational documents of any Borrower, BPE or either P&V Owner relating to Control over such Borrower, BPE or either P&V Owner and/or any Project shall be effected. (3) BPPI shall at all times, whether directly or indirectly, Control the Borrowers, BPE, the P&V Owner and the operation and management of the Projects, the JV Properties and the P&V Sale Properties. (4) As used in this SECTION 8.01, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of (a) any Project, (b) any partnership interest in any partner in any Borrower that is a partnership, (c) any voting stock in any partner in Borrower that is a corporation, and (d) any membership interest of a member of any Borrower that is a limited liability company; PROVIDED, HOWEVER, THAT, "transfer" shall not include (i) the leasing of individual units within any Project so long as the Borrowers comply with the provisions of the Loan Documents relating to such leasing activity, (ii) the sale, transfer, pledge or assignment of any limited partnership interest or non-managing member interest in any Borrower or Borrower Party or in any direct or indirect general managing member of any Borrower or Borrower Party, (iii) the creation of any Lien on any Non-Mortgaged Properties other than the P&V Sale Properties, or (iv) the sale, transfer, pledge or assignment of any beneficial ownership interests in BPPI, (v) so long as there is no violation of SECTIONS 8.01(2), 8.01(3) and 8.03 after giving effect to the transactions described in clauses (i) through (iv) of this Section 8.01(4).

Appears in 1 contract

Sources: Loan Agreement (Burnham Pacific Properties Inc)

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of the Administrative Agent and the Lender (to the extent required under SECTION 11.02 hereof), except in connection with Partial Releases permitted under this Agreement:Lender, (1) Neither any neither Borrower nor any other Person having a direct or indirect an ownership or beneficial interest in any Borrower, in BPE, or in either P&V Owner Borrower shall (a) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any interest in any the Project or any part thereof or (including any partnership or any other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners); (b) further encumber, alienate, grant a Lien or grant any other ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ or the ▇▇▇▇▇ any other interest in any Project ect or any part thereof or (including any partnership or other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners), whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Project (except for immaterial utilities and the like) or permit the same or agree to the same.Project; (2) No no new general partner, member, or limited partner having the ability to Control control the affairs of any Borrower, BPE or either P&V Owner Borrower shall be admitted to or created in any Borrower, BPE or either P&V Owner Borrower (nor shall any existing general partner or member or Controlling controlling limited partner withdraw from any Borrower, BPE or either P&V Owner ), and no change in the Borrower's organizational documents of any Borrower, BPE or either P&V Owner relating to Control control over such Borrower, BPE or either P&V Owner Borrower and/or any the Project shall be effected.; and (3) BPPI no transfer of any limited partnership interest in Borrower shall at all times, whether directly be permitted except (i) to the Approved Manager or indirectly, Control the Borrowers, BPE, the P&V Owner and the operation and management an Affiliate of Borrower or an Affiliate of the ProjectsApproved Manager, in either case which is in the JV Properties real estate and/or property management business and (ii) so long as the P&V Sale Propertiesholder or holders of such limited partnership interest(s) do not have the ability to control the affairs of the Borrower and (iii) so long as an Affiliate of Approved Manager or an Affiliate of Borrower remains in control of the affairs of Borrower. (4) As used in this SECTION 8.01, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, or assignment no transfers of the legal or beneficial ownership of (a) any Project, (b) any partnership interest in any partner in any Borrower that is a partnership, (c) any voting stock in any partner in Borrower that is a corporation, and (d) any membership interest of a member of any Borrower that is a limited liability company; PROVIDED, HOWEVER, THAT, "transfer" shall not include (i) the leasing of individual units within any Project so long as the Borrowers comply with the provisions of the Loan Documents relating to such leasing activity, (ii) the sale, transfer, pledge or assignment corporate general partner of any limited partnership interest or non-managing member interest in any Borrower or Borrower Party or in any direct or indirect general managing member of any Borrower or Borrower Party, (iii) the creation of any Lien on any Non-Mortgaged Properties other than the P&V Sale Properties, or (iv) the sale, transfer, pledge or assignment transfers of any beneficial ownership interests interest therein shall be permitted except to an Affiliate of Borrower which is engaged in BPPI, (v) so long as there is no violation of SECTIONS 8.01(2), 8.01(3) and 8.03 after giving effect to the transactions described in clauses (i) through (iv) of this Section 8.01(4).real estate and/or property management business

Appears in 1 contract

Sources: Loan Agreement (Angeles Partners Xi)

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of the Administrative Agent and the Lender Lenders (to the extent required under SECTION 11.02 hereofSection 11.2), except as provided in connection with Partial Releases permitted under this AgreementSection 8.1 below: (a) the Borrower shall not (1) Neither any Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, in BPE, or in either P&V Owner shall (a) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any interest in any Project the Portfolio or any part thereof or (including any partnership membership or any other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners); (b2) further encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ or ▇▇▇▇▇ any other interest in any Project the Portfolio or any part thereof or (including any partnership membership or other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners), whether voluntarily or involuntarily; or (c3) enter into any easement or other agreement granting rights in or restricting the use or development of the Portfolio or any Project (except for immaterial utilities and the like) or permit the same or agree to the same.part thereof; and (2b) No no new general partner, member, or limited partner having the ability to Control control the affairs of any Borrower, BPE or either P&V Owner Borrower shall be admitted to or created in any Borrower, BPE or either P&V Owner Borrower (nor shall any existing general partner or member or Controlling controlling limited partner withdraw from any Borrower, BPE or either P&V Owner ), and no change in the Borrower’s organizational documents of any Borrower, BPE or either P&V Owner relating to Control control over such Borrower, BPE Borrower and/or the Portfolio or either P&V Owner and/or any Project part thereof shall be effected. (3) BPPI shall at all times, whether directly or indirectly, Control the Borrowers, BPE, the P&V Owner and the operation and management of the Projects, the JV Properties and the P&V Sale Properties. (4) . As used in this SECTION 8.01Section 8.1, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of (a1) the Portfolio or any Projectpart thereof, (b2) any partnership interest in any general partner in any Borrower that is a partnership, and (c3) any voting stock in any general partner in Borrower that is a corporation, and (d) any membership interest of a member of any Borrower that is a limited liability company; PROVIDED, HOWEVER, THAT, "transfer" shall not include (i) the leasing of individual units within any Project the Portfolio so long as the Borrowers comply Borrower complies with the provisions of the Loan Documents relating to such leasing activity. Without limiting the foregoing, Borrower further agrees that it will require each Person that proposes to become a partner, member or shareholder (iieach such Person, an “Interest Holder”) in Borrower after the saleClosing Date to sign and deliver to Borrower, transfer, pledge or assignment of any limited partnership interest or non-managing member interest in any within thirty (30) days after such transfer (and Borrower or Borrower Party or in any direct or indirect general managing member of any Borrower or Borrower Party, (iii) the creation of any Lien on any Non-Mortgaged Properties other than the P&V Sale Properties, or (iv) the sale, transfer, pledge or assignment of any beneficial ownership interests in BPPI, (v) so long as there is no violation of SECTIONS 8.01(2shall deliver to Administrative Agent and Lenders promptly after receipt), 8.01(3) a certificate executed by a duly authorized officer of the new Interest Holder containing representations, warranties and 8.03 after giving effect to covenants substantially the transactions described same as the representations, warranties and covenants provided by Borrower in clauses (i) through (iv) of this Section 8.01(4)Article 14 hereof.

Appears in 1 contract

Sources: Loan Agreement (Shurgard Storage Centers Inc)

Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of the Administrative Agent and the Lender (to the extent required under SECTION 11.02 hereof), except in connection with Partial Releases permitted under this Agreement:Lender, (1) Neither any neither Borrower nor any other Person having a direct or indirect an ownership or beneficial interest in any Borrower, in BPE, or in either P&V Owner Borrower shall (a) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any interest in any a Project or any part thereof or (including any partnership or any other ownership interest in any Borrower, BPE other than new limited partner interests which are issued, and existing limited partner interests which are transferred or either P&V Ownerencumbered, or any rights to receive distributions from BPEin accordance with the terms of the Limited Partnership Agreement of American Retirement Communities, BPOP or the P&V OwnersL.P.); (b) further encumber, alienate, ▇▇▇▇gran▇ ▇ ▇▇▇▇ or ▇ gran▇ ▇▇▇ any other interest in any a Project or any part thereof or (including any partnership or other ownership interest in any Borrower, BPE other than new limited partner interests which are issued, and existing limited partner interests which are transferred or either P&V Ownerencumbered, or any rights to receive distributions from BPEin accordance with the terms of the Limited Partnership Agreement of American Retirement Communities, BPOP or the P&V OwnersL.P.), whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Project (except for immaterial utilities and the like) or permit the same or agree to the same.a Project; (2) No no new general partner, member, or limited partner having the ability to Control control the affairs of any Borrower, BPE or either P&V Owner Borrower shall be admitted to or created in any Borrower, BPE or either P&V Owner Borrower (nor shall any existing general partner or member or Controlling controlling limited partner withdraw from any Borrower, BPE or either P&V Owner ), and no change in the Borrower's organizational documents of any Borrower, BPE or either P&V Owner relating to Control control over such Borrower, BPE or either P&V Owner Borrower and/or any a Project shall be effected.; and (3) BPPI no transfer shall at all timesbe permitted which would cause American Retirement Communities, whether directly or indirectly, Control the Borrowers, BPE, the P&V Owner and the operation and management L.P. to own less than ninety-nine percent (99%) of the Projectsbeneficial interest and voting membership interest in ARCLP-Charlotte, the JV Properties LLC and the P&V Sale Properties. Carriage Club Charlotte or one hundred percent (4100%) As used in this SECTION 8.01, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of (a) any Project, (b) any partnership interest in any partner in any Borrower that is a partnership, (c) any voting stock in any partner in Borrower that is a corporation, and (d) any membership interest of a member of any Borrower that is a limited liability company; PROVIDED, HOWEVER, THAT, "transfer" shall not include (i) the leasing of individual units within any Project so long as the Borrowers comply with the provisions of the Loan Documents relating to such leasing activity, (ii) the sale, transfer, pledge or assignment of any limited partnership interest or non-managing member interest in any Borrower or Borrower Party or in any direct or indirect general managing member of any Borrower or Borrower Party, (iii) the creation of any Lien on any Non-Mortgaged Properties other than the P&V Sale Properties, or (iv) the sale, transfer, pledge or assignment of any beneficial ownership interests in BPPI, (v) so long as there is no violation of SECTIONS 8.01(2), 8.01(3) and 8.03 after giving effect to the transactions described in clauses (i) through (iv) of this Section 8.01(4)Carriage Club Jacksonville.

Appears in 1 contract

Sources: Loan Agreement (American Retirement Corp)

Due on Sale and Encumbrance; Transfers of Interests. Without Notwithstanding anything to the contrary contained in the organizational documents of any Borrower or any Borrower’s managing member or general partner, without the prior written consent of the Administrative Agent and the Lender (to the extent required under SECTION 11.02 hereof), except in connection with Partial Releases permitted under this AgreementAgent: (1) Neither any 9.1.1 no Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, in BPE, or in either P&V Owner Borrower shall (a) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any interest in any Project or any part thereof or (including any partnership or any other ownership interest in any Borrower or Borrower, BPE ’s general partner or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Ownersmanaging member); (b) further encumber, alienate, g▇▇▇▇ ▇ ▇▇▇▇ or g▇▇▇▇ any other interest in any Project or any part thereof or (including any partnership or other ownership interest in any Borrower, BPE or either P&V Owner, Borrower or any rights to receive distributions from BPE, BPOP Borrower’s general partner or the P&V Ownersmanaging member), whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Project (except for immaterial utilities and the like) or permit the same or agree to the same.Project; (2) No 9.1.2 no new general partner, member, member or limited partner having the ability to Control control the affairs of any Borrower, BPE or either P&V Owner a Borrower shall be admitted to or created in any Borrower, BPE or either P&V Owner Borrower (nor shall any existing general partner or member or Controlling controlling limited partner withdraw from any a Borrower, BPE or either P&V Owner ), and no change in the any Borrower’s organizational documents of any Borrower, BPE or either P&V Owner relating to Control control over such Borrower, BPE or either P&V Owner Borrower and/or any Project shall be effected.; and 9.1.3 Notwithstanding the other provisions of this Section 9.1, no transfer (3including transfers pursuant to any Lease of other occupancy agreement involving any Project) BPPI shall at all times, whether directly or indirectly, Control be permitted without the Borrowers, BPE, applicable Borrower demonstrating to Administrative Agent’s satisfaction the P&V Owner and compliance of such transfer with the operation and management applicable provisions of the Projects“Patriot Act”, as the JV Properties and the P&V Sale Properties. (4) same may hereafter be amended or which would be contrary to Article 14 hereof. As used in this SECTION 8.01Section 9.1, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, pledge or assignment of the legal or beneficial ownership of (a) any ProjectProject or any Borrower, (b) any partnership or membership interest in any general partner or member in any Borrower that is a partnership, or limited liability company, as applicable and (c) any voting stock in any general partner in any Borrower that is a corporation, and (d) any membership interest of a member of any Borrower that is a limited liability company; PROVIDED, HOWEVER, THAT, "transfer" shall not include (i) the leasing of individual units within any Project so long as the Borrowers comply applicable Borrower complies with the provisions of the Loan Documents relating to such leasing activity, ; or (ii) the sale, transfer, pledge or assignment transfers of any limited partnership interest or non-managing member interest in any Borrower or Borrower Party or in any direct or indirect general managing member of any Borrower or Borrower Party, (iii) the creation of any Lien on any Non-Mortgaged Properties other than the P&V Sale Properties, or (iv) the sale, transfer, pledge or assignment of any beneficial ownership partner interests in BPPI, (v) Borrower so long as there is no violation the provisions of SECTIONS 8.01(2)Sections 9.1.1, 8.01(3) and 8.03 after giving effect to the transactions described in clauses (i) through (iv) of this Section 8.01(4)9.1.2 are satisfied.

Appears in 1 contract

Sources: Loan Agreement (Tarragon Corp)