Common use of Permitted Property Transfers Clause in Contracts

Permitted Property Transfers. Notwithstanding the foregoing, the Borrower shall have the right to sell the Property in its entirety in an arms-length transaction to a third party independent of the Borrower, provided that the following conditions are satisfied: (i) the proposed buyer is acceptable to the Lender as measured and judged by normal and ordinary standards of financial strength, credit history, real estate management ability and experience and professional character, as determined by the Lender in its sole discretion, and (ii) such buyer agrees to assume all of the obligations of the Borrower under the Loan Documents and the Secured Debt, and (iii) in the case of the first transfer of the Property, Borrower shall pay Lender a fee equal to 1% of the then outstanding principal balance of the Note and shall pay all costs of Lender in connection with such transfer, including legal fees, and (iv) in the case of the second transfer of the Property, Borrower shall pay Lender a fee equal to 2% of the then outstanding principal balance of the Note and shall pay all costs of Lender in connection with such transfer, including legal fees. No more than two sales of the Property shall be permitted during the term of the Secured Debt. Borrower shall give Lender no less than thirty (30) days notice of any proposed transfer of the Property, such notice to be accompanied by documentation suitable to show the financial strength, credit history, real estate management ability and experience and professional character of the proposed buyer. Additionally, the Borrower shall furnish to the Lender upon request additional information concerning the proposed buyer as determined by Lender as necessary or helpful to measure and judge the financial strength, credit history, real estate management ability and experience and professional character of the proposed buyer. Upon the transfer of the Property by AR Borrower I, LLC (“Original Borrower”) pursuant to the foregoing with the consent of the Lender and provided that the Original Borrower has provided to Lender a “Phase I” environmental assessment report which is satisfactory to Lender in Lender’s sole discretion, then upon the foregoing, the Lender will agree to release the Original Borrower, R▇▇▇▇▇ ▇. ▇▇▇▇▇, M▇▇▇ ▇▇▇▇▇▇▇▇▇▇, J▇▇▇▇ ▇▇▇▇▇▇▇▇, R▇▇▇▇▇ ▇▇▇▇▇▇, and H▇▇▇▇▇ ▇▇▇▇ (collectively, the “Original Obligors”) from any further obligations or liabilities under the Loan Documents as of the date of the assumption of the Loan Documents by the buyer of the Property (the “Assumption Date”), except as expressly set forth in the remaining section of this Paragraph. Notwithstanding the foregoing, Original Obligors will not be released from any obligations under the Loan Documents relating to (a) Hazardous Substances, or any Contamination or Clean-Up of Hazardous Substances on, at or under the Property during the period up to the Assumption Date, notwithstanding when any such obligation may be learned of, discovered or made evident, or (b) any obligation arising under the Loan Documents for periods prior to the Assumption Date, but which obligation may be learned of, discovered or made evident on or after the Assumption Date (collectively, the “Continuing Obligations”). In the event of any default by Original Obligors in the performance of any Continuing Obligations, which continues after written notice thereof from Lender to Original Obligors, Lender may exercise all remedies against Original Obligors available to it under the terms of the Loan Documents or this Agreement or applicable law as if the release of the Original Obligors had not been entered into by Lender.

Permitted Property Transfers. Notwithstanding the foregoingforegoing in Subparagraph 4.4A above (and further provided that the rights of Lender set forth in such Subparagraph 4.4A above to condition its consent on changes in the interest rate under the Note, etc. shall not apply to Permitted Property Transfers under this Subparagraph 4.4B), the Borrower shall have the right to (i) sell the Property in its entirety or (ii) sell or transfer all of the ownership interests in the Borrower (if Borrower is an entity) (in one single transaction or in a series of installment sales), in an arms-length transaction to a third party independent of the BorrowerBorrower (each a “Permitted Property Transfer”), provided that the following conditions are satisfied: (i) the proposed buyer buyer/transferee is acceptable to the Lender as measured and judged by normal and ordinary standards of financial strength, credit history, real estate management ability and experience and professional character, as determined by the Lender in its sole discretion, and (ii) such buyer buyer/transferee agrees to assume all of the obligations of the Borrower under the Loan Documents and the Secured Debt, and (iii) in the case of the first transfer of the PropertyPermitted Property Transfer, Borrower shall pay Lender a fee equal to 1% of the then outstanding principal balance of the Note and shall pay all actual costs of Lender in connection with such transfer, including legal fees, and (iv) in the case of the second transfer of the Propertyany subsequent Permitted Property Transfer, Borrower shall pay Lender a fee equal to 2% of the then outstanding principal balance of the Note and shall pay all actual costs of Lender in connection with such transfer, including legal fees. No more than two sales of the Property shall be permitted during the term of the Secured Debt. Borrower shall give Lender no less than thirty (30) days days’ notice of any proposed transfer of the PropertyPermitted Property Transfer, such notice to be accompanied by documentation suitable to show the financial strength, credit history, real estate management ability and experience and professional character of the proposed buyer/transferee. Additionally, the Borrower shall furnish to the Lender upon request additional information concerning the proposed buyer buyer/transferee as determined by Lender as necessary or helpful to measure and judge the financial strength, credit history, real estate management ability and experience and professional character of the proposed buyer/transferee. Upon the transfer completion of the any Permitted Property Transfer by AR Borrower I, LLC (“Original Borrower”” for purposes hereof) pursuant to the foregoing with the consent of the Lender and provided that the Original Borrower has provided to Lender a “Phase I” environmental assessment report which is satisfactory to Lender in Lender’s sole discretion, then upon the foregoing, the Lender will agree to release the Original Borrower, R▇▇▇▇▇ ▇. ▇▇▇▇▇, M▇▇▇ ▇▇▇▇▇▇▇▇▇▇, J▇▇▇▇ ▇▇▇▇▇▇▇▇, R▇▇▇▇▇ ▇▇▇▇▇▇, Borrower and H▇▇▇▇▇ ▇▇▇▇ the then-current guarantors or indemnitors of the Secured Debt (collectively, the “Original Obligors”) from any further obligations or liabilities under the Loan Documents as of the date of the assumption of the Loan Documents by the buyer of the Permitted Property Transfer buyer/transferee (the “Assumption Date”), except as expressly set forth in the remaining section of this Paragraph. Notwithstanding the foregoing, Original Obligors will not be released from any obligations under the Loan Documents relating to (a) Hazardous Substances, or any Contamination or Clean-Up of Hazardous Substances on, at or under the Property during the period up to the Assumption Date, notwithstanding when any such obligation may be learned of, discovered or made evident, or (b) any obligation arising under the Loan Documents for periods prior to the Assumption Date, but which obligation may be learned of, discovered or made evident on or after the Assumption Date (collectively, the “Continuing Obligations”). In the event of any default by Original Obligors in the performance of any Continuing Obligations, which continues after ten (10) days’ prior written notice thereof from Lender to Original Obligors, Lender may exercise all remedies against Original Obligors available to it under the terms of the Loan Documents or this Agreement or applicable law as if the release of the Original Obligors had not been entered into by Lender.” e. Section 4.4.C. is hereby amended as follows: In the ninth line of Section 4.4C, the word “in” is inserted after the word “interested”.