Permitted Transfer of the Property. Lender shall not withhold its consent to the one-time Transfer of the Property to a Permitted Transferee and the assumption of the Loan by such Permitted Transferee provided that (a) Lender shall have received a notice from Borrower requesting Lender’s consent to such Transfer not less than sixty (60) days prior to the proposed date of Transfer, (b) no Default or Event of Default shall have occurred and remain uncured or shall occur solely as a result of such Transfer, (c) Lender shall have received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee and any release and replacement of Guarantor as contemplated in clause (h) below, (d) Lender shall have received an agreement, in form and substance reasonably acceptable to Lender, pursuant to which Permitted Transferee has assumed all of Borrower’s obligations under the Loan Documents, (e) Borrower shall have paid to Lender an assumption fee equal to one percent (1%) of the Outstanding Principal Balance, (f) Lender shall have received such agreements, certificates, legal opinions and other documentation as may be reasonably requested by Lender, including, without limitation, a title insurance endorsement confirming the Lien of the Mortgage as a valid first lien on the Property, (g) the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar in location, size, class, use, operation and value as the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager), (h) prior to any release of Guarantor, which release may only cover events or conditions occurring subsequent to the Transfer, (i) one (1) or more substitute guarantors acceptable to Lender shall (A) have assumed all obligations of Guarantor under the Guaranty and Environmental Indemnity for events or conditions occurring subsequent to the Transfer or (B) have executed a replacement guaranty and a replacement environmental indemnity in each case in form and substance the same as the Guaranty and the Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender, (ii) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other ...
Permitted Transfer of the Property. (a) Notwithstanding the provisions of Section 8.1, Borrower shall have a one-time right to sell or otherwise transfer the Property while the Loan or any portion thereof is outstanding, subject to the satisfaction of the following conditions:
Permitted Transfer of the Property. Notwithstanding anything to the contrary contained herein or in the Security Instrument, until the date which is thirty (30) days following the issuance of Securities involving the Loan or any portion thereof (the "Permitted Transfer Date"), a two-time sale, conveyance or transfer of the Property in its entirety (hereinafter, a "Property Sale") shall be permitted only with the prior written consent of Lender, which consent may be withheld by Lender in its sole and absolute discretion. From and after the Permitted Transfer Date, Lender shall not unreasonably withhold consent to a two-time Property Sale. With respect to any such Property Sale, Lender shall not require a modification of the material economic terms hereof (other than a corresponding increase in Borrower's deposits of Tax Funds pursuant to Section 6.2.1 hereof in the event such Property Sale results in an increase in the real property tax assessment by the applicable taxing authority), provided that each of the following terms and conditions are satisfied:
Permitted Transfer of the Property. Lender shall not withhold, delay or condition its consent to the one-time conveyance of the Property to a Permitted Transferee provided that (a) no Event of Default then exists, (b) Lender has received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee, (c) Lender has received an agreement, acceptable to it in its sole discretion, pursuant to which Permitted Transferee assumes all of Borrower’s obligations under the Loan Documents upon which Borrower shall be released from all obligations arising thereafter, (d) Lender receives a transfer fee equal to $100,000.00 only in the event of a transfer to a Person not an Affiliate of Borrower, plus reimbursement for all out of pocket costs and expenses of Lender in connection with the transactions contemplated by this Section 8.1 and (e) Lender shall have received such documents, certificates and legal opinions as it may reasonably request.
Permitted Transfer of the Property. Notwithstanding the provisions of Section 4.2.1 and Article 6 of the Mortgage, a sale of the Property and assumption of this Loan (hereinafter, an “Assumption”) in its entirety prohibited by the foregoing may be permitted up to two (2) times during the term of the Loan to any Person (“Transferee”), subject to Lender’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, provided that each of the following terms and conditions are satisfied:
Permitted Transfer of the Property. Lender shall not withhold, delay or condition its consent to the one-time conveyance of the Property to a Permitted Transferee provided that (a) no Event of Default then exists, (b) Lender has received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee,
Permitted Transfer of the Property. Notwithstanding the restrictions contained in Section 4.2.1 hereof, Article 6 of the Mortgage or any other provision of the Loan Documents, not more than two (2) sales or conveyances (but not a deed of trust, mortgage, lien or other encumbrance) by Borrower of the Collective Properties (a “Property Sale”) and the two (2) related assumptions of the Loan are permitted following the earlier of (1) the date which is two (2) years from the Closing Date and (2) ninety (90) days following the final Securitization of the Loan, provided that each of the following conditions have been satisfied:
Permitted Transfer of the Property. Lender shall not withhold its consent to the conveyance of the Property to a Permitted Transferee provided that (a) Lender has received an agreement, acceptable to it in its reasonable discretion, pursuant to which Permitted Transferee assumes all of Borrower's obligations under the Loan Documents, subject to the limitations on liability contained therein, (b) Lender shall have been reimbursed for all reasonable out-of-pocket expenses incurred by Lender in connection with such transfer, including, without limitation, reasonable attorneys' fees, (c) Lender shall have been reimbursed for Lender's administrative costs of processing the transfer in an amount not to exceed $30,000 and (d) Lender shall have received such documents, certificates and legal opinions as it may reasonably request in connection therewith.
Permitted Transfer of the Property. Lender shall not withhold its consent to a conveyance of the Property (i) to a Permitted Transferee or (ii) to another entity that is reasonably acceptable to Lender, provided that (a) as to (ii) Lender has received a Rating Agency Confirmation as to the conveyance of the Property to the transferee, (b) Lender has received an agreement, acceptable to it in its sole discretion, pursuant to which the transferee assumes all of Borrower’s obligations under the Loan Documents and a guarantee from a replacement guarantor reasonably acceptable to Lender with respect to any guaranty delivered in connection with the Loan substantially in the form of any such guaranty, (c) Lender receives a transfer fee equal to $150,000.00 and (d) Lender shall have received such documents, certificates and legal opinions as it may reasonably request.
Permitted Transfer of the Property
