Transfers and Subordinate Debt. The Mortgage Loan does not permit the related Mortgaged Property or any interest therein, including any ownership interest in the Mortgagor, to be encumbered by any mortgage lien or other encumbrance except the related Mortgage or the Mortgage of another Mortgage Loan without the prior written consent of the holder thereof. To Seller's knowledge, as of origination, and, to the Seller's actual knowledge as of the Closing Date, except for cases involving other Mortgage Loans, none of the Mortgaged Properties securing the Mortgage Loans is encumbered by any mortgage liens junior to or of equal priority with the liens of the related Mortgage. The Loan Documents require the Mortgagor to pay all reasonable costs and expenses related to any required consent to any transfer or encumbrance, including reasonable legal fees and expenses and any applicable Rating Agency fees. The Loan Documents contain a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without the prior written consent of the holder of the Mortgage, either the related Mortgaged Property, or any direct equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than by reason of family and estate planning transfers, transfers of less than a controlling interest in the Mortgagor, issuance of non-controlling new equity interests, transfers that are subject to the holder's approval of transferee and satisfaction of certain conditions specified in the Loan Documents, transfers to an affiliate meeting the requirements of the Mortgage Loan, transfers among existing members, partners or shareholders in the Mortgagor, transfers among affiliated Mortgagors with respect to cross-collateralized Mortgaged Loans or multi-property Mortgage Loans or transfers of a similar nature to the foregoing meeting the requirements of the Mortgage Loan.
Transfers and Subordinate Debt. Subject to certain exceptions which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, each Mortgage Loan contains a "due on sale" or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage or complying with the requirements of the related Mortgage Loan documents, (a) the related Mortgaged Property, or any controlling or majority equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents (iii) transfers of less than a controlling interest in a Mortgagor, (iv) a substitution or release of collateral within the parameters of paragraph (26) below, or, (v) the enforcement of rights by a mezzanine lender in connection with any mezzanine debt which existed or is permitted under the related Mortgage Loan documents, or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination or is permitted under the related Mortgage Loan documents, (ii) debt secured by furniture, fixtures, equipment and other personal property in the ordinary course of business or (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan. Except as related to (a)(i), (ii), (iii), (iv) or (v), above, no Mortgage Loan may be assigned by the Mortgagor to another entity without the mortgagee's consent.
Transfers and Subordinate Debt. Subject to certain exceptions, which are customarily acceptable to commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, each related Mortgage or loan agreement contains provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without complying with the requirements of the Mortgage or loan agreement, the related Mortgaged Property, or any controlling interest in the related Mortgagor, is directly transferred or sold (other than by reason of family and estate planning transfers and transfers of less than a controlling interest in a mortgagor, or a substitution or release of collateral within the parameters of Paragraph (xxvi) below), or encumbered in connection with subordinate financing by a lien or security interest against the related Mortgaged Property, other than any existing permitted additional debt.
Transfers and Subordinate Debt. Welch Plaza Apartments (3400925) The related Borrower has a $500,002 loan with the City of Seattle (Office of Housing) which is the subject of a subordination agreement. This loan was used as part of the original funding for the project and is secured by a deed of trust. The related Borrower and the City executed a Subordination Agreement on November 30, 2006. Richmond Ridge Apartments (3404094) The Note A is included in this securitization, however the $200,000 Note B is not. The Note B was sold to CBA-Mezzanine Capital, and there is an intercreditor agreement subordinating the Note B to the Note A. Forest Hills Corporate Center The Note A is included in this (3403987) securitization, however the $757,750 Note B is not. The Note B was sold to Quadrant Strategy REIT, Inc., a Maryland corporation, and there is an intercreditor agreement subordinating the Note B to the Note A. REPRESENTATION 26 Releases of Mortgaged Property. Hirschfeld Portfolio At any time 24 months after the closing xxxx xx (3403858) the securitization and in connection with a partial defeasance of the Hirschfeld Portfolio Loan, the Hirschfexx Xxxxxxxio Borrower may obtain xxx xxxxase of some or all of the portions of the Hirschfeld Portfolio Mortgaged Property (each, an "Individual Property"), subject to the satisfaction of certain conditions, including, but not limited to: (i) no event of default exists; (ii) payment of 110% of the "Allocated Loan Amount" (as defined in the related loan agreement) related to such Individual Property or Individual Properties to be released; (iii) delivery of a pledge and security agreement in form and substance satisfactory to a prudent lender and defeasance collateral meeting the requirements of the related loan agreement; (iv) confirmation from the rating agencies that such a release will not result in a downgrade, withdrawal or qualification of the ratings issued, or to be issued, in connection with a securitization involving the Hirschfeld Portfolio Mortgage Loan; and (v) the xebt service coverage ratio after giving effect to such release must be at least 1.25x and the loan-to-value ratio after giving effect to such release must not be greater than 80%.
Transfers and Subordinate Debt. Loan No. 104 (Rockwood Ross Portfolio) Holders of direct or indirect equity in the borrower have incurred mezzanine "A"
Transfers and Subordinate Debt. Loan 60, Hilton Garden Inn - Las Vxxxx: Xxx Xxxxxxxxx Xxxxxxxx xxx xx encumbered by a second mortgage in connection with a transfer and assumption to a transferee as set forth in the related loan documents.
Transfers and Subordinate Debt. Loan No. 200 (JQH Hotel Portfolio) The Loan Documents permit the equity holders of the borrower to pledge their interests in the borrower to secure a mezzanine loan, subject to the satisfaction of certain criteria, including, but not limited to that the combined debt service coverage ratio is no less than 1.20x, the combined loan-to-value ratio is no greater than 75% and a confirmation from the rating agencies that such mezzanine debt will not result in a downgrade, withdrawal or qualification of the ratings assigned to the Certificates. --------------------------------------------------------------------------------
Transfers and Subordinate Debt. The Mortgage contains a "due on sale" clause that provides for the acceleration of the payment of the unpaid principal balance of the Loan if, without the prior written consent of the holder (except in certain limited intra-family transfers or certain transfers of less than 49% of the ultimate beneficial ownership of the Mortgagor), the Mortgaged Property subject to the Mortgage, or any interest therein, is directly or indirectly transferred or sold, except that, in the case of the USPS Lease Loans, transfers of the Mortgaged Property are permitted under the due on sale provisions (i) with the prior written consent of the lender; (ii) by devise or descent or by operation of law upon the death of a partner, member or stockholder of the Mortgagor or any general partner thereof; or (iii) upon the sale, transfer or hypothecation of a partnership, shareholder or membership interest in the Mortgagor, by the current partner(s), shareholder(s) or member(s) to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such partner, shareholder or member, or to a principal (or a trust for the benefit of any such person). The Mortgage prohibits any further pledge or lien on the Mortgaged Property, whether equal or subordinate to the lien of the Mortgage, without the prior written consent of the holder of the related Loan;
Transfers and Subordinate Debt. Loan No. 20061737 The Loan Documents permit a pledge of the (Pamida Portfolio) indirect equity interests in the Borrower, its members, or any affiliated manager or any shareholder, partner, member or non-member manager of the a Borrower, its members or any affiliated manager by the sponsor to a "qualified investor" in connection with a line of credit, revolving credit facility or other corporate facility secured by such a pledge (a "Secured Line of Credit"), provided that (i) no event of default under the Mortgage Loan has occurred and is continuing (ii) any such Secured Line of Credit is secured by all, or substantially all, of the equity interests owned by the sponsor; and (iii) the lender shall have received at least thirty (30) days prior written notice of the proposed Secured Line of Credit. -------------------------------------------------------------------------------- Exceptions to Representation (24)
Transfers and Subordinate Debt. Subject to specific exceptions set forth below, each Purchased Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Purchased Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Purchased Loan documents (which may provide for transfers without the consent of the lender which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property such as transfers of worn out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers of leases entered into in accordance with the Purchased Loan documents),
