Permitted Transfers of Interest in Borrower. (a) Borrower shall not cause or permit: (i) the Property or any direct or indirect interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any transfer, assignment or conveyance of any direct or indirect interest in Borrower or in any of Borrower’s Constituents; or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Borrower or any of Borrower’s Constituents, including, without limitation, any conversion of Borrower or any of Borrower’s Constituents from one form of entity to another (collectively, a “Transfer” or “Transfers”). (b) Notwithstanding the foregoing prohibitions on Transfers, General Electric Pension Trust (“GEPT”) may, without the approval of Lender, Transfer any direct or indirect interest in Borrower so long as after any such Transfer (i) GEPT directly or indirectly maintains at least fifty-one percent (51%) of the beneficial ownership interest in Borrower, and (ii) GE Controls Borrower. Notwithstanding anything to the contrary in this Section 8.1(b), a Permitted Transfer shall be conditioned upon Borrower having provided Lender (x) at least ten (10) Business Days prior written notice of such Transfer and (y) written confirmation to Lender’s satisfaction that Borrower, after giving effect to such Permitted Transfer, will be able to make the representations set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, and 4.1.31 of this Agreement, and, upon Lender request, furnishing Lender evidence confirming such representations. (c) Notwithstanding the foregoing prohibitions on Transfers or any other provisions in the Loan Documents, Borrower shall have the right to Transfer the Property two (2) times during the Loan term, subject to the following conditions: (i) no Event of Default under the Loan Documents shall have occurred and be continuing, the Environmental Indemnity or the Guaranty, if any, at the time of the Transfer, (ii) Lender’s approval of the transferee in writing, (iii) the transferee shall be able to make the representations set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, and 4.1.31 of this Agreement, (iv) the Debt Yield of the Property at the time of the Transfer, based on the Trailing NOI, shall be no less than 9.5%, (v) the loan to value ratio of the Property, in the opinion of Lender, at the time of the Transfer shall not be greater than 65%, (vi) Borrower or the transferee shall pay to Lender a fee equal to (a) one-half of one percent (0.5%) of the outstanding principal balance of the Note at the time of the assumption for the first Transfer, together with a non-refundable processing fee in the amount of $10,000, and (b) one percent (1%) of the outstanding principal balance of the Note at the time of the assumption for the second Transfer, together with a non-refundable processing fee in the amount of $10,000, (vii) the transferee shall expressly assume the Loan Documents and the Environmental Indemnity in a manner reasonably satisfactory to Lender, and a new Liable Party reasonably acceptable to Lender shall execute (a) a Guaranty with respect to events arising or occurring from and after the date of the Transfer and (b) the Environmental Indemnity with respect to events or circumstances arising or occurring before and after the date of the Transfer, which new Liable Party must have (in the
Appears in 1 contract
Sources: Loan Agreement (Piedmont Office Realty Trust, Inc.)
Permitted Transfers of Interest in Borrower. (a) Borrower shall not cause or permit: (i) the Property or any direct or indirect interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any transfer, assignment or conveyance of any direct or indirect interest in Borrower or in any of Borrower’s Constituents; or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Borrower or any of Borrower’s Constituents, including, without limitation, any conversion of Borrower or any of Borrower’s Constituents from one form of entity to another (collectively, a “Transfer” or “Transfers”).
(b) Notwithstanding the foregoing prohibitions on Transfers, General Electric Pension Trust (“GEPT”) may, without the approval of Lender, Transfer any direct or indirect interest in Borrower so long as after any such Transfer (i) GEPT directly or indirectly maintains at least fifty-one percent (51%) of the beneficial ownership interest in Borrower, and (ii) GE Controls Borrower. Notwithstanding anything to the contrary in this Section 8.1(b), a Permitted Transfer shall be conditioned upon Borrower having provided Lender (x) at least ten (10) Business Days prior written notice of such Transfer and (y) written confirmation to Lender’s satisfaction that Borrower, after giving effect to such Permitted Transfer, will be able to make the representations set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, and 4.1.31 For purposes of this Agreement, and, upon Lender request, furnishing Lender evidence confirming such representations.
(c) Notwithstanding the foregoing prohibitions on Transfers or any other provisions in the Loan Documents, Borrower shall have the right to Transfer the Property two (2) times during the Loan term, subject to the following conditions: (i) provided that no Event of Default under the Loan Documents shall have occurred and be continuing, the Environmental Indemnity or the Guaranty, if any, at the time following shall not be deemed to be transfers of the TransferProperty or of interests in the Borrower (and, without limiting the generality of the foregoing statement, no assumption fee shall be payable with respect to): (a) transfers of interests in Borrower or any partner or member in Borrower for estate planning purposes to immediate family members (which for purposes of this Section 9.2 shall be limited to spouse, parent, sibling, extended family member, child and grandchild) of the transferor party or to trusts or entities created for the benefit of immediate family members of the transferor party, provided that (i) Borrower shall provide Lender with 30 days’ prior written notice of any such permitted transfer, (ii) Lender’s approval of the transferee Borrower shall reimburse Lender for all costs and expenses, including reasonable attorneys’ fees, incurred by Lender in writingconnection with such permitted transfer, (iii) the transferee shall be able there has been no change in control or management rights of Borrower as a result of such transfer, including but not limited to make the representations set forth any sale, encumbrance, pledge, hypothecation, or transfer of any general partner or managing member interest in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, and 4.1.31 of this AgreementBorrower, (iv) the Debt Yield of the Property at the time of the Transfer, based such transfer has no effect on the Trailing NOIcontinuing status of Borrower as a validly existing entity in good standing, shall be no less than 9.5%, and (v) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof; (b) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that the loan condition set forth in clause (iv) above is satisfied; or (c) a sale, encumbrance, pledge, hypothecation, or transfer of less than twenty (20%) in the aggregate (which may be pursuant to value ratio one or more transactions during the term of the Property, in the opinion of Lender, at the time of the Transfer shall not be greater than 65%, (vi) Borrower or the transferee shall pay to Lender a fee equal to (a) one-half of one percent (0.5%Loan) of the outstanding principal balance of direct and/or indirect ownership interests (including beneficial interests) in Borrower, provided that the Note at the time of the assumption for the first Transfer, together with a non-refundable processing fee conditions set forth in the amount of $10,000, and clauses (bi) one percent through (1%v) of the outstanding principal balance of the Note at the time of the assumption for the second Transfer, together with a non-refundable processing fee in the amount of $10,000, (vii) the transferee shall expressly assume the Loan Documents and the Environmental Indemnity in a manner reasonably satisfactory above are satisfied as to Lender, and a new Liable Party reasonably acceptable to Lender shall execute (a) a Guaranty with respect to events arising or occurring from and after the date of the Transfer and (b) the Environmental Indemnity with respect to events or circumstances arising or occurring before and after the date of the Transfer, which new Liable Party must have (in theeach such transfer.
Appears in 1 contract
Sources: Developmental Loan Agreement
Permitted Transfers of Interest in Borrower. (a) Borrower Notwithstanding anything to the contrary contained in Section 4.2.1, the following Transfers (herein, the “Permitted Transfers”) shall not cause be deemed to be permitted hereunder without the consent of Lender or permit: the payment of any transfer fees or other fees (but subject to the terms and conditions of Section 8.3 below with respect to the payment of costs and expenses):
(i) the Property or any Transfers of direct or indirect interest interests in Sole Member to, between and/or among Persons that are directly or indirectly one hundred percent (100%) owned and Controlled by Guarantor provided that (A) no Default or Event of Default shall have occurred and remain uncured, (B) to the extent any such transferee owns (in the Propertyaggregate with the direct and indirect ownership interests in Borrower owned by its Affiliates) more than 49% of the direct or indirect ownership interests in Borrower immediately following such Transfer and did not own (in the aggregate with the direct and indirect ownership interests in Borrower owned by its Affiliates) more than 49% of the direct or indirect ownership interests in Borrower as of the Closing Date, Borrower, at Borrower’s sole cost and expense, shall first deliver (or cause to be conveyeddelivered) a substantive non-consolidation opinion (or an update to the Insolvency Opinion) to Lender and the Rating Agencies with respect to Borrower and such transferee in form and substance satisfactory to Lender and the Rating Agencies, transferred(C) to the extent such transferee owns twenty percent (20%) or more of the direct or indirect interests in Borrower immediately following such Transfer (provided such transferee did not own 20% or more of the direct or indirect ownership interests in Borrower as of the Closing Date), assignedBorrower shall deliver, encumberedat Borrower’s sole cost and expense, sold customary searches (credit, judgment, lien, etc.) acceptable to Lender with respect to such transferee, (D) such Transfer shall not result in Borrower or otherwise disposed ofSole Member no longer being Controlled by Guarantor, (E) the management of the Property remains unchanged, (F) Borrower shall give Lender notice of such Transfer, together with copies of all instruments effecting such Transfer and copies of any organizational documents that Lender shall require, not less than thirty (30) days prior to the date of such Transfer, and (G) the legal and financial structure of Borrower and its members or partners, as applicable, and the single purpose nature and bankruptcy remoteness of Borrower and its members or partners, as applicable, after such Transfer, shall satisfy Lender’s then current applicable underwriting criteria and requirements; or and
(ii) Guarantor shall be permitted, at any transfertime after the Closing Date, assignment to pledge up to 49% of the direct equity interests in Sole Member to a Permitted Transferee as security for Guarantor’s Line of Credit, provided that (A) Guarantor’s Line of Credit is fully recourse to Guarantor, (B) Guarantor’s Line of Credit is secured by substantial assets of Guarantor in addition to such pledge of direct equity interests in Sole Member, (C) the existence of, and the exercise of remedies under, the related pledge will not result in Borrower or conveyance Sole Member no longer being Controlled by Guarantor, (D) in connection with the exercise of remedies under the related pledge, Borrower shall deliver to Lender deliver (or cause to be delivered) a substantive non-consolidation opinion (or an update to the Insolvency Opinion) to Lender and the Rating Agencies with respect to Borrower and such new ownership structure in form and substance satisfactory to Lender and the Rating Agencies reflecting (E) Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (credit, judgment, lien, etc.) acceptable to Lender with respect to such Permitted Transferee (both at Closing and, if applicable, concurrently with any enforcement action under the related pledge), (F) the management of the Property remains unchanged, (G) Borrower shall give Lender notice of such Transfer, together with copies of all instruments effecting such Transfer and copies of any organizational documents that Lender shall require, not less than thirty (30) days prior to the date of such Transfer, and (H) the legal and financial structure of Borrower and its members or partners, as applicable, and the single purpose nature and bankruptcy remoteness of Borrower and its members or partners, as applicable, after such Transfer, shall satisfy Lender’s then current applicable underwriting criteria and requirements.
(iii) Transfers of up to forty-nine percent (49%) of the direct or indirect ownership interests in Sole Member and/or Guarantor provided that the following conditions are satisfied: (A) no Default or Event of Default shall have occurred and remain uncured, (B) such Transfer shall not (1) cause the transferee (together with its Affiliates) to acquire Control of Borrower, Sole Member or Guarantor, (2) result in Borrower or Sole Member no longer being Controlled by Guarantor, or (3) cause the transferee (together with its Affiliates) to increase its direct or indirect interest in Borrower to an amount which exceeds forty-nine percent (49%), (C) to the extent such transferee owns twenty percent (20%) or in any more of Borrower’s Constituents; or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Borrower or any of Borrower’s Constituents, including, without limitation, any conversion of Borrower or any of Borrower’s Constituents from one form of entity to another (collectively, a “Transfer” or “Transfers”).
(b) Notwithstanding the foregoing prohibitions on Transfers, General Electric Pension Trust (“GEPT”) may, without the approval of Lender, Transfer any direct or indirect interest interests in Borrower so long as after any immediately following such Transfer (iprovided such transferee did not own 20% or more of the direct or indirect ownership interests in Borrower as of the Closing Date), Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (credit, judgment, lien, etc.) GEPT directly or indirectly maintains acceptable to Lender with respect to such transferee, (D) after giving effect to such Transfer, Guarantor shall continue to own at least fifty-one percent (51%) of the beneficial ownership interest all equity interests (direct or indirect) in Borrower, (E) the management of the Property shall remain unchanged, (F) Borrower shall give Lender notice of such Transfer request, together with copies of all instruments effecting such Transfer and copies of any organizational documents that Lender shall require, not less than thirty (30) days prior to the date of such Transfer, and (iiG) GE Controls Borrower. Notwithstanding anything to the contrary legal and financial structure of Borrower and its members or partners, as applicable, and the single purpose nature and bankruptcy remoteness of Borrower and its members or partners, as applicable, after such Transfer, shall satisfy Lender’s then current applicable underwriting criteria and requirements.
(b) Any requested Transfer by Borrower of more than forty-nine percent (49%) of the direct or indirect interests in this Section 8.1(b), a Borrower (other than Permitted Transfer Transfers) shall be conditioned upon satisfaction of the following conditions: (i) no Default or Event of Default shall have occurred and remain uncured, (ii) such Transfer is first approved by Lender in writing in its sole and absolute discretion, (iii) to the extent such transferee owns twenty percent (20%) or more of the direct or indirect interests in Borrower having immediately following such Transfer (provided such transferee did not own 20% or more of the direct or indirect ownership interests in Borrower as of the Closing Date), Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (credit, judgment, lien, etc.) acceptable to Lender with respect to such transferee, (xiv) Borrower, at least ten Borrower’s sole cost and expense, shall first deliver (10or cause to be delivered) Business Days prior written (A) a substantive non-consolidation opinion (or update to the Insolvency Opinion) to Lender and the Rating Agencies with respect to Borrower and such transferee in form and substance satisfactory to Lender and the Rating Agencies), and (B) if such Transfer occurs after a Securitization, a Rating Agency Confirmation to Lender that such Transfer will not result in a qualification, downgrade or withdrawal of the then applicable ratings, (v) the management of the Property shall remain unchanged, (vi) Borrower shall give Lender notice of such Transfer request, together with copies of all instruments effecting such Transfer and copies of any organizational documents that Lender shall require, not less than thirty (30) days prior to the date of such Transfer, and (yvii) written confirmation to the legal and financial structure of Borrower and its members or partners, as applicable, and the single purpose nature and bankruptcy remoteness of Borrower and its members or partners, as applicable, after such Transfer, shall satisfy Lender’s satisfaction that Borrower, after giving effect to such Permitted Transfer, will be able to make the representations set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, then current applicable underwriting criteria and 4.1.31 of this Agreement, and, upon Lender request, furnishing Lender evidence confirming such representationsrequirements.
(c) Notwithstanding the foregoing prohibitions on Transfers provisions of this Section 8.2, nothing contained in this Agreement or in any other provisions in the Loan Documents, Borrower Document shall have restrict the right of any shareholder in Glimcher Realty Trust (so long as its shares are traded on the New York Stock Exchange) to sell, assign, convey, transfer, pledge, hypothecate, create a security interest in or otherwise dispose of such shares.
(d) Notwithstanding (and without limiting) the foregoing provisions of this Section 8.2, no Transfer the Property two (2) times during the Loan term, subject to the following conditions: (i) no Event of Default under the Loan Documents shall have occurred and any direct or indirect ownership interests in Borrower may be continuing, the Environmental Indemnity or the Guaranty, if any, at the time of the Transfer, (ii) Lender’s approval of made such that the transferee in writing, (iii) the transferee shall be able to make the representations set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, and 4.1.31 of this Agreement, (iv) the Debt Yield of the Property at the time of the Transfer, based on the Trailing NOI, shall be no less than 9.5%, (v) the loan to value ratio of the Propertyowns, in the opinion of Lenderaggregate with the direct or indirect ownership interests in Borrower owned by such transferee’s Affiliates, at the time of the Transfer shall not be greater more than 65%, (vi) Borrower or the transferee shall pay to Lender a fee equal to (a) oneforty-half of one nine percent (0.549%) of the outstanding principal balance direct or indirect ownership interests in Borrower unless such Transfer is conditioned upon the delivery of the Note at the time of the assumption for the first Transfer, together with a substantive non-refundable processing fee in consolidation opinion (or update to the amount of $10,000, and (bInsolvency Opinion) one percent (1%) of the outstanding principal balance of the Note at the time of the assumption for the second Transfer, together with a non-refundable processing fee in the amount of $10,000, (vii) the transferee shall expressly assume the Loan Documents to Lender and the Environmental Indemnity Rating Agencies with respect to Borrower and such transferee in a manner form and substance reasonably satisfactory to Lender, Lender and a new Liable Party reasonably acceptable otherwise satisfactory to Lender shall execute (a) a Guaranty with respect to events arising or occurring from and after the date of the Transfer and (b) the Environmental Indemnity with respect to events or circumstances arising or occurring before and after the date of the Transfer, which new Liable Party must have (in theRating Agencies.
Appears in 1 contract
Permitted Transfers of Interest in Borrower. (a) Borrower Notwithstanding anything to the contrary contained in Section 4.2.1, the following Transfers ("Permitted Transfers") shall not cause or permit: be deemed to be permitted hereunder without the consent of Lender:
(i) the Property provided that no Default or any Event of Default shall have occurred and remain uncured, a Transfer of a direct or indirect interest in Borrower provided that (A) such Transfer shall not (x) cause the Property, transferee (together with its Affiliates) to be conveyed, transferred, assigned, encumbered, sold acquire Control of Borrower or otherwise disposed of; Sole Member or (ii) any transfer, assignment or conveyance of any to increase its direct or indirect interest in Borrower or in any Sole Member to an amount which equals or exceeds 49% or (y) result in Borrower or Sole Member no longer being Controlled by Key Principal), (B) after giving effect to such Transfer, Key Principal shall continue to own at least 39% of all equity interests (direct or indirect) in Borrower’s Constituents, (C) Borrower shall give Lender notice of such March 31, 2003 Transfer together with copies of all instruments effecting such Transfer not less than 10 days prior to the date of such Transfer, and (D) the legal and financial structure of Borrower and its members and the single purpose nature and bankruptcy remoteness of Borrower and its members after such Transfer, shall satisfy Lender's then current applicable underwriting criteria and requirements;
(ii) provided that no Default or Event of Default shall have occurred and remain uncured, a Transfer of a direct or indirect interest in Borrower or Sole Member which shall cause the transferee (together with its Affiliates) to increase its direct or indirect interest in Borrower or Sole Member to an amount which equals or exceeds 49% or shall result in a change of Control of Borrower and such Sole Member, provided that (A) if such Transfer occurs prior to a Securitization, such Transfer is first approved by Lender in writing in its sole and absolute discretion; and (B) if such Transfer occurs after a Securitization, Borrower, at Borrower's sole cost and expense, shall first deliver (or cause to be delivered) (x) a Rating Agency Confirmation to Lender that such Transfer will not result in a qualification, downgrade or withdrawal of the then applicable ratings and (y) a substantive non-consolidation opinion to Lender and the Rating Agencies with respect to Borrower and such transferee in form and substance satisfactory to Lender and the Rating Agencies;
(iii) any mergera Transfer of a direct or indirect interest in Sole Member to Guarantor; provided that no Default or Event of Default shall have occurred and remain uncured and, reorganizationto the extent after giving effect to such Transfer, dissolution Guarantor shall own a direct interest in Sole Member which equals or other change exceeds 49%, Borrower shall deliver substantive non-consolidation opinion to Lender and the Rating Agencies with respect to Borrower and Guarantor in form and substance satisfactory to Lender and the ownership structure Rating Agencies;
(iv) a Transfer of Borrower or any of Borrower’s Constituentsthe stock in Glimcher Realty Trust, including, without limitation, any conversion a Transfer over a national exchange or in connection with the purchase of Borrower all or any substantially all of Borrower’s Constituents from one form of entity to another (collectively, a “Transfer” or “Transfers”).the stock in Glimcher Realty Trust; and
(bv) Notwithstanding a Transfer of all of the foregoing prohibitions on Transferspartnership interests in Guarantor to a Person that acquires all or substantially all of the assets of Glimcher Realty Trust. For purposes of this Section 8.2, General Electric Pension Trust (“GEPT”) may, without the approval of Lender, Transfer any direct or indirect interest in Borrower so long as after any such Transfer (i) GEPT directly a change of "Control" of Borrower (or indirectly maintains Sole Member) shall be deemed to have occurred if (A) there is any change in the identity of any individual or entity or any group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause Borrower (or Sole Member) to take some action or to prevent, restrict or impede Borrower (or Sole Member) from taking some action which, in either case, Borrower (or Sole Member) could take or could refrain from taking were it not for the rights of such individuals or (B) the individual or entity or group of individuals or entities that "Control" Borrower (and any Sole Member) as described in clause (A) ever cease to own at least fifty-one percent (51%) of the beneficial ownership interest all equity interests (direct or indirect) in Borrower, Borrower and (ii) GE Controls Borroweran "immediate family member" shall mean a sibling, March 31, 2003 spouse or child of any interest holder. Notwithstanding anything to the contrary in this Section 8.1(b), a Permitted Transfer shall be conditioned upon Borrower having provided Lender (x) at least ten (10) Business Days prior written notice of such Transfer and (y) written confirmation to Lender’s satisfaction that Borrower, after giving effect to such Permitted Transfer, will be able to make the representations set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, and 4.1.31 of this Agreement, and, upon Lender request, furnishing Lender evidence confirming such representations.
(c) Notwithstanding the foregoing prohibitions on Transfers or any other provisions in the Loan Documents, Borrower shall have the right to Transfer the Property two (2) times during the Loan term, subject to the following conditions: (i) no Event of Default under the Loan Documents shall have occurred and be continuingforegoing, the Environmental Indemnity appointment or the Guaranty, if any, at the time resignation of the Transfer, (ii) Lender’s approval of the transferee in writing, (iii) the transferee shall be able to make the representations set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, and 4.1.31 of this Agreement, (iv) the Debt Yield of the Property at the time of the Transfer, based on the Trailing NOI, shall be no less than 9.5%, (v) the loan to value ratio of the Property, in the opinion of Lender, at the time of the Transfer an Independent Director shall not be greater than 65%, (vi) Borrower or the transferee shall pay deemed to Lender constitute a fee equal to (a) one-half of one percent (0.5%) of the outstanding principal balance of the Note at the time of the assumption for the first Transfer, together with a non-refundable processing fee change in the amount of $10,000, and (b) one percent (1%) of the outstanding principal balance of the Note at the time of the assumption for the second Transfer, together with a non-refundable processing fee in the amount of $10,000, (vii) the transferee shall expressly assume the Loan Documents and the Environmental Indemnity in a manner reasonably satisfactory to Lender, and a new Liable Party reasonably acceptable to Lender shall execute (a) a Guaranty with respect to events arising or occurring from and after the date of the Transfer and (b) the Environmental Indemnity with respect to events or circumstances arising or occurring before and after the date of the Transfer, which new Liable Party must have (in the"Control."
Appears in 1 contract
Permitted Transfers of Interest in Borrower. Notwithstanding the provisions of Section 4.2.1 and Article 6 of the Mortgage, provided that no Default or Event of Default has occurred, the following Transfers shall not be deemed to be a sale or encumbrance in violation of Section 4.2.1 and Article 6 of the Mortgage: (a) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall not cause be limited to a spouse, parent, child and grandchild (each an “Immediate Family Member”)) of such party or permit: to trusts or entities created for the benefit of Immediate Family Members provided that (i) Borrower shall provide Lender with thirty (30) days’ prior written notice of any such permitted Transfer, (ii) Borrower shall reimburse Lender for all costs and expenses, including reasonable attorney’s fees incurred by Lender in connection with such permitted Transfer, (iii) there has been no change in Control or management rights of Borrower as a result of such Transfer, including but not limited to any sale, encumbrance, pledge, hypothecation, or transfer of any general partner or managing member interest in the Property or Borrower, (iv) such Transfer has no effect on the continuing status of Borrower as a validly existing entity in good standing and a Special Purpose Entity in compliance with the provisions of Section 3.1.24, (v) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted Transfer promptly after execution thereof, and (vi) if after giving effect to such Transfer and all prior Transfers, more than forty-nine percent (49%) in the aggregate of direct or indirect interest interests in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; or Borrower are owned by any Person and its Affiliates that owned less than a forty-nine percent (ii49%) any transfer, assignment or conveyance of any direct or indirect interest in Borrower or in any as of Borrower’s Constituents; or (iii) any mergerthe Closing Date, reorganizationLender receives a non-consolidation opinion acceptable to Lender and the Rating Agencies, dissolution or other change in the ownership structure of Borrower or any of Borrower’s Constituents, including, without limitation, any conversion of Borrower or any of Borrower’s Constituents from one form of entity to another (collectively, a “Transfer” or “Transfers”).
(b) Notwithstanding Transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that the foregoing prohibitions on Transfersconditions set forth in clauses (a)(iv) and (a)(vi) above are satisfied, General Electric Pension Trust (“GEPT”c) maya Transfer of less than forty-nine percent (49%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that the conditions set forth in clauses (a)(i) through (a)(vi) above are satisfied as to each such Transfer, without the approval (d) any Transfer of Lender, Transfer any direct or indirect interest ownership interests in Borrower so long as after any to a Qualified Transferee, provided that following such Transfer the Property continues to be managed by a Qualified Manager and that the conditions set forth in clauses (a)(i), (ii), (iv), (v) and (vi) above are satisfied, (e) any Transfers of direct or indirect ownership interests in any entity which is listed or quoted on the New York Stock Exchange, the American Stock Exchange, or NASDAQ, or any successor exchange, and (f) any Transfers of shares of RREEF, provided that (i) GEPT directly following such Transfer RREEF shall continue to be under the day-to-day advisement of RREEF America L.L.C. or indirectly maintains at least fifty-one percent (51%) of the beneficial ownership interest in Borroweran Affiliate thereof, and as investment advisor to RREEF, (ii) GE Controls Borrower. Notwithstanding anything to the contrary in this Section 8.1(b), a Permitted Transfer shall be conditioned upon Borrower having provided Lender (x) at least ten (10) Business Days prior written notice of such Transfer and (y) written confirmation to Lender’s satisfaction that Borrower, if after giving effect to such Permitted TransferTransfer and all prior Transfers, will more than forty-nine percent (49%) in the aggregate of shares in RREEF are owned by a single Person or group of Affiliated Persons, then such Person or group of Affiliated Persons must be able to make the representations set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30a Qualified Transferee, and 4.1.31 of this Agreement, and, upon Lender request, furnishing Lender evidence confirming such representations.
(c) Notwithstanding the foregoing prohibitions on Transfers or any other provisions in the Loan Documents, Borrower shall have the right to Transfer the Property two (2) times during the Loan term, subject to the following conditions: (i) no Event of Default under the Loan Documents shall have occurred and be continuing, the Environmental Indemnity or the Guaranty, if any, at the time of the Transfer, (ii) Lender’s approval of the transferee in writing, (iii) the transferee shall be able to make the representations conditions set forth in Sections 4.1.2, 4.1.5, 4.1.25, 4.1.28, 4.1.29, 4.1.30, and 4.1.31 of this Agreement, clauses (iva)(iv) the Debt Yield of the Property at the time of the Transfer, based on the Trailing NOI, shall be no less than 9.5%, (v) the loan to value ratio of the Property, in the opinion of Lender, at the time of the Transfer shall not be greater than 65%, (vi) Borrower or the transferee shall pay to Lender a fee equal to (a) one-half of one percent (0.5%) of the outstanding principal balance of the Note at the time of the assumption for the first Transfer, together with a non-refundable processing fee in the amount of $10,000, and (ba)(vi) one percent (1%) of the outstanding principal balance of the Note at the time of the assumption for the second Transfer, together with a non-refundable processing fee in the amount of $10,000, (vii) the transferee shall expressly assume the Loan Documents and the Environmental Indemnity in a manner reasonably satisfactory to Lender, and a new Liable Party reasonably acceptable to Lender shall execute (a) a Guaranty with respect to events arising or occurring from and after the date of the Transfer and (b) the Environmental Indemnity with respect to events or circumstances arising or occurring before and after the date of the Transfer, which new Liable Party must have (in theabove are satisfied.
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