Common use of Transfer Permitted Clause in Contracts

Transfer Permitted. Notwithstanding any provision of this Article 6 or any provision of the Security Instrument to the contrary, a Tax-Free Exchange Transfer shall not constitute an Event of Default, subject to the following terms and conditions: (i) Borrower shall provide ▇▇▇▇▇▇ ▇▇▇ with not fewer than ten (10) days prior written notice of each proposed Tax-Free Exchange Transfer, which notice must be accompanied by copies of the form of all Transfer Documentation; (ii) Borrower shall obtain ▇▇▇▇▇▇ Mae’s approval of the form and substance of all Transfer Documentation; (iii) At the time of the proposed Tax-Free Exchange Transfer, no Event of Default or Potential Event of Default shall have occurred or be continuing; (iv) Borrower shall pay to ▇▇▇▇▇▇ ▇▇▇ the cost of all title searches, title insurance and recording costs, and all out of pocket costs of ▇▇▇▇▇▇ Mae related to the Tax-Free Exchange Transfer, to the extent required; (v) Borrower shall reaffirm in writing its obligations under the Note, this Agreement, the applicable Security Instrument, and the other Loan Documents and the Guaranty, and shall acknowledge and confirm that each such document remains in full force and effect, by executing a confirmation of such obligations in form satisfactory to ▇▇▇▇▇▇ ▇▇▇ simultaneously with the completion of each Tax-Free Exchange Transfer; (vi) Borrower shall provide ▇▇▇▇▇▇ Mae with confirmation of the termination, effective simultaneously with each Tax-Free Exchange Transfer, of any lease or other agreement between EAT and Ultimate Owner with respect to the use, occupancy or beneficial ownership of the applicable Mortgaged Property; provided, however, that if such lease provides for automatic termination upon consummation of the Tax-Free Exchange Transfer of the affected Mortgaged Property, such confirmation shall not be necessary but Borrower shall deliver to ▇▇▇▇▇▇ ▇▇▇ promptly upon request such written confirmation or other assurances from the EAT that such lease has terminated); (vii) All Tax-Free Exchange Transfers must occur on or prior to the Outside Transfer Date; (viii) Borrower, and any general partner of a Borrower that is a limited partnership, shall at all times be a Single Purpose entity, and the Organizational Documents of each EAT that holds Ownership Interests in a Borrower shall not be amended without the prior written consent of ▇▇▇▇▇▇ Mae; (ix) concurrently with the effectiveness of each Tax-Free Exchange Transfer, the applicable Borrower Organizational Documents shall be amended and restated to conform to the form of Organizational Documents approved by ▇▇▇▇▇▇ ▇▇▇ as of the Effective Date for the Borrowers whose Ownership Interests are owned (directly or indirectly) by Guarantor as of the Effective Date, such amended and restated Organizational Documents to be in form approved by ▇▇▇▇▇▇ Mae prior to the applicable Tax-Free Exchange Transfer or otherwise reasonable acceptable to ▇▇▇▇▇▇ ▇▇▇; (x) Borrower shall not permit any amendment to the QEA Documents, or the execution of any new QEA Document, unless the form of such amendment or such new QEA Document has been approved by ▇▇▇▇▇▇ Mae; and (xi) Borrower shall provide to ▇▇▇▇▇▇ ▇▇▇ fully-executed copies of the Transfer Documentation not later than two (2) Business Days following completion of the applicable Tax-Free Exchange Transfer.

Transfer Permitted. Notwithstanding any provision the above restrictions in Section 2.9 hereof, and provided no Event of this Article 6 Default, nor event which with the passage of time or any provision giving of the Security Instrument to the contrary, a Tax-Free Exchange Transfer shall not constitute notice or both would become an Event of Default, subject exists, upon written request, Beneficiary will approve one and only one transfer of the Premises at any time and will not require modification of the interest rate or maturity date stated in the Note, provided: (a) The transfer shall be to the following terms a transferee determined by Beneficiary, in its sole judgment and conditionsdiscretion, to be a reputable and competent entity that: (i) Borrower shall provide ▇▇▇▇▇▇ ▇▇▇ has experience in the business of owning commercial real estate of similar type, size and quality to the Premises and has a favorable reputation with not fewer than ten (10) days prior written notice of each proposed Tax-Free Exchange Transfer, which notice must be accompanied by copies of the form of all Transfer Documentation;respect to such business; and (ii) Borrower shall obtain ▇▇▇▇▇▇ Mae’s approval has experience or has retained management with experience in the management of the form and substance of all Transfer Documentation;similar properties; and (iii) At has the time necessary financial ability to perform and will assume all of Grantor's obligations under the Loan Documents, including, without limitation, that certain Hazardous Materials Indemnity Agreement of even date herewith, from Grantor and Guarantor, as Indemnitors, to Beneficiary, as Lender. (b) For the twelve (12) month period immediately preceding the date of the proposed Tax-Free Exchange Transfertransfer, no Event the annualized "Net Income" (as hereinafter defined) prior to the payment of Default debt service is at least one hundred fifteen percent (115%) of the annual debt service on the Note and on all subordinate financing secured by the Premises, or Potential Event of Default shall have occurred or be continuing;any part thereof. (ivc) Borrower shall pay The proposed purchaser must assume and agree to ▇▇▇▇▇▇ ▇▇▇ the cost of perform all title searches, title insurance and recording costs, and all out of pocket costs of ▇▇▇▇▇▇ Mae related to the Tax-Free Exchange Transfer, to the extent required; (v) Borrower shall reaffirm in writing its obligations under the Loan Documents pursuant to an assumption agreement acceptable to Beneficiary. Grantor and all existing guarantors shall remain liable for payment of the Note and performance of the other terms and conditions of the Loan Documents, including any separate guarantees or indemnity agreements made in favor of Beneficiary, if required by Beneficiary. (d) In addition to the processing fee and/or review fee, Beneficiary shall receive a transfer fee equal to one percent (1%) of the outstanding principal balance of the Note, this Agreement. If the request is approved, the applicable Security InstrumentFive Hundred Dollar ($500) review fee shall be credited to the processing fee. (e) The purchaser must acknowledge that future transfers and encumbrances will be subject to Beneficiary's approval, which may, at Beneficiary's sole discretion, be withheld or be conditioned upon payment of a fee and/or modification of the terms of the Note and/or other Loan Documents. (f) Notice of such transfer together with such documentation regarding the transfer and the assuming person or entity as Beneficiary shall request shall be given to Beneficiary at least thirty (30) days prior to such transfer. (g) Transfer of the Premises may only be as a whole and not in part. (h) Beneficiary shall receive an appraisal of the Premises (exclusive of chattels), satisfactory to Beneficiary, which shows sufficient value so that the total of all loans secured by the Premises does not exceed seventy-five percent (75%) of such appraised value. If the appraisal shows that the total of all liens against the Premises exceeds seventy-five percent (75%) of the value of the Premises, Beneficiary may require, at Beneficiary's option, payment on the Note or payment of other liens on the Premises so that such total will not exceed seventy-five percent (75%). (i) Grantor shall pay all costs and expenses in connection with such transfer, including Beneficiary's attorneys' fees, in reviewing and processing such consent to assumption and/or transfer, and the other fees of any broker. (j) Grantor shall execute, deliver and record (when necessary) such amendments, supplements, corrections and replacements in regard to the Loan Documents and shall deliver endorsements to the GuarantyTitle Policy as Beneficiary may require, and shall acknowledge and confirm including an endorsement to the Title Policy insuring the first lien position of this Deed of Trust, such endorsement to insure that each such document remains in full force and effect, by executing a confirmation of such obligations in form satisfactory to ▇▇▇▇▇▇ ▇▇▇ simultaneously with transferee is the completion of each Tax-Free Exchange Transfer; (vi) Borrower shall provide ▇▇▇▇▇▇ Mae with confirmation owner of the terminationPremises, effective simultaneously with each Tax-Free Exchange Transfer, of any lease subject to no liens or encumbrances other agreement between EAT than those shown in the Title Policy and Ultimate Owner with respect to the use, occupancy or beneficial ownership of the applicable Mortgaged Property; provided, however, that if such lease provides for automatic termination upon consummation of the Tax-Free Exchange Transfer of the affected Mortgaged Property, such confirmation shall current taxes not be necessary but Borrower shall deliver to ▇▇▇▇▇▇ ▇▇▇ promptly upon request such written confirmation or other assurances from the EAT that such lease has terminated); (vii) All Tax-Free Exchange Transfers must occur on or prior to the Outside Transfer Date; (viii) Borrower, yet due and any general partner of a Borrower that is a limited partnership, shall at all times be a Single Purpose entity, and the Organizational Documents of each EAT that holds Ownership Interests in a Borrower shall not be amended without the prior written consent of ▇▇▇▇▇▇ Mae; (ix) concurrently with the effectiveness of each Tax-Free Exchange Transfer, the applicable Borrower Organizational Documents shall be amended and restated to conform to the form of Organizational Documents approved by ▇▇▇▇▇▇ ▇▇▇ as of the Effective Date for the Borrowers whose Ownership Interests are owned (directly or indirectly) by Guarantor as of the Effective Date, such amended and restated Organizational Documents to be in form approved by ▇▇▇▇▇▇ Mae prior to the applicable Tax-Free Exchange Transfer or otherwise reasonable acceptable to ▇▇▇▇▇▇ ▇▇▇; (x) Borrower shall not permit any amendment to the QEA Documents, or the execution of any new QEA Document, unless the form of such amendment or such new QEA Document has been approved by ▇▇▇▇▇▇ Mae; and (xi) Borrower shall provide to ▇▇▇▇▇▇ ▇▇▇ fully-executed copies of the Transfer Documentation not later than two (2) Business Days following completion of the applicable Tax-Free Exchange Transferpayable.