Common use of Seattle Clause in Contracts

Seattle. The REIT is neither a guarantor nor a key principal under the mortgage loan documents for the Seattle portfolio. Since the Investor is a limited partnership, the limited partner interest may be pledged or transferred without restriction. There is no requirement that the interest be transferred to a Boston Capital affiliate or entity advised by Boston Capital. If, as is contemplated, the limited partnership is replaced with an LLC and the role of BCMR Special, Inc. is eliminated, lender consent will be required, but there is no reason to believe that it should not be obtained. If ownership is transferred to an LLC then it is likely that the Lender will impose transfer and pledge restrictions similar to those in the Portland/Salt Lake portfolio. BCMR Seattle, A Limited Partnership and BCMR Special, Inc have agreed with the non-recourse carve-out Guarantor not to take any action which would cause liability under his guaranty. A pledge or transfer in violation of transfer restrictions in the mortgage loan would result in guarantor liability.