Common use of Two Time Transfer Right Clause in Contracts

Two Time Transfer Right. Borrower shall have a one-time right to assign and transfer its obligations under the Loan to a third party in connection with a sale of the Property, and the Borrower’s said transferee shall likewise have a one-time right to assign its obligations under the Loan to another third party transferee (Borrower’s said transferee and such subsequent transferee are hereinafter sometimes called a “Transferee”), provided that each of the following conditions shall be satisfied, after giving effect to such Transfer: (i) Borrower or Borrower’s Transferee, as applicable, is not then in default under this Mortgage, the Loan Documents or the Indemnity Agreement; (ii) Lender has Approved the proposed Transferee, which Approval shall not be unreasonably withheld; (iii) the proposed Transferee shall be able to make the ERISA representations set forth in the Loan Documents; (iv) the ratio of the combined annual cash flow derived from the Property and the Other Properties (as defined in Section 15.01 hereof) to the combined annual debt service for the Loan shall (x) in the case of the first transfer, be not less than 1.40:1 and (y) in the case of the second transfer, be not less than 1.45:1, all as determined in accordance with GAAP; (v) The ratio of the aggregate remaining balance of the Loan to the combined value of the Property and the Other Properties at the time of the Transfer (which will be determined by Lender at the time of the proposed Transfer in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal) shall not be greater than 75%. The maximum ratio shall be calculated by dividing the aggregate outstanding principal balance of the Loan at the time of Transfer by the combined agreed value of the Property and the Other Properties as of the date of the Transfer; (vi) Borrower shall pay to the Lender a fee equal to one percent (1%) of the aggregate outstanding principal balance of the Notes at the time of such Transfer; (vii) Borrower shall pay to the Lender a processing fee of $20,000 for each Transfer; (viii) the proposed Transferee shall expressly assume the obligations of the Liable Parties under Loan Documents and the Indemnity Agreement in a manner satisfactory to Lender; (ix) the Transferee must have a net worth of at least $100 million, provided, however, that so long as the Transferee has a net worth of not less than $25 million, the actual net worth of the Transferee may be combined with the net worth of other entities affiliated with the Transferee (i.e., the parent or entities affiliated with the Transferee by common ownership and control) to achieve the minimum net worth of $100 million, so long as such affiliated entities become Liable Parties under the Loan Documents and execute and deliver to the Lender a Guaranty (as described in the Application) in form and substance approved by the Lender; (x) the Transferee must be experienced in the ownership, management and leasing of properties similar to the Property; (xi) Borrower or the Transferee shall pay all costs and expenses incurred by the Lender in connection with the Transfer, including title insurance premiums, documentation costs and reasonable attorneys’ fees and the cost of any appraisal required by the Lender. No Transfer permitted hereunder shall (1) in the case of the first Transfer, release the Borrower, and (2) in the case of the second Transfer, release either the Borrower or the original Transferee, from such party’s obligations under the Loan Documents or the Indemnity Agreement with respect to events arising or occurring prior to the date of such Transfer.

Two Time Transfer Right. Borrower shall have a one-time right to assign and transfer its obligations under the Loan to a third party in connection with a sale of the Property, and the Borrower’s 's said transferee shall likewise have a one-time right to assign its obligations under the Loan to another third party transferee (Borrower’s 's said transferee and such subsequent transferee are hereinafter sometimes called a “"Transferee”"), provided that each of the following conditions shall be satisfied, after giving effect to such Transfer: (i) Borrower or Borrower’s 's Transferee, as applicable, is not then in default under this Mortgage, the Loan Documents or the Indemnity Agreement; (ii) Lender has Approved the proposed Transferee, which Approval shall not be unreasonably withheld; (iii) the proposed Transferee shall be able to make the ERISA representations set forth in the Loan Documents; (iv) neither (1) the ratio of the annual cash flow derived from the Property to the annual debt service for the Loan, nor (2) the combined annual cash flow derived from the Property and the Other Properties (as defined in Section 15.01 hereof) to the combined annual debt service for the Loan Other Loans, shall (x) in the case of the first transfer, be not less than 1.40:1 and (y) in the case of the second transfer, be not less than 1.45:1, all as determined in accordance with GAAP; (v) The ratio of the aggregate remaining balance of the Loan to the combined value of the Property at the time of the Transfer (which will be determined by Lender at the time of the proposed Transfer in Lender's sole discretion acting in good faith and which may, at Lender's sole discretion, be based on an MAI appraisal) shall not be greater than the ratio resulting from dividing the outstanding principal balance of the Loan at the time of Transfer by the agreed value of the Property as of the Acceptance Date, as shown on Exhibit "B" to the Application, (1) minus three percent (3%) in the case of the first Transfer and (2) minus an additional three percent (3%) in the case of the second Transfer; (vi) the ratio of the total of the aggregate remaining balances of the Other Loans to the value of the Other Properties at the time of the Transfer (which will be determined by Lender at the time of the proposed Transfer transfer in Lender’s 's sole discretion acting in good faith and which may, at Lender’s 's sole discretion, be based on an MAI appraisal) shall not be greater than 75%. The maximum the ratio shall be calculated by resulting from dividing the such aggregate outstanding principal balance of the Loan balances at the time of Transfer transfer by the combined agreed value of the Property and the Other Properties as of the date Acceptance Date, as shown on Exhibit "B" to the Application, (1) minus three percent (3%) in the case of the first Transfer and (2) minus an additional three percent (3%) in the case of the second Transfer; (vivii) Borrower shall pay to the Lender a fee equal to one percent (1%) of the aggregate outstanding principal balance of the Notes Note at the time of such the first Transfer and an additional fee equal to one and one half percent (1.5%) of the outstanding principal balance of the Note at the time of the second Transfer; (viiviii) Borrower shall pay to the Lender a processing fee of $20,000 for each Transfer; (viiiix) the proposed Transferee shall expressly assume the obligations of the Liable Parties Borrower under Loan Documents and the Indemnity Agreement in a manner satisfactory to Lender; (ixx) the Transferee must have a net worth of at least $100 200 million, provided, however, that so long as the Transferee has a net worth of not less than $25 million, the actual net worth of the Transferee may be combined with the net worth of other entities affiliated with the Transferee (i.e., the parent or entities affiliated with the Transferee by common ownership and control) to achieve the minimum net worth of $100 million, so long as such affiliated entities become Liable Parties under the Loan Documents and execute and deliver to the Lender a Guaranty (as described in the Application) in form and substance approved by the Lender; (xxi) the Transferee must be experienced in the ownership, management and leasing of properties similar to the Property; (xixii) Borrower or the Transferee shall pay all costs and expenses incurred by the Lender in connection with the Transfer, including title insurance premiums, documentation costs and reasonable attorneys’ ' fees and the cost of any appraisal required by the Lender. No Transfer permitted hereunder shall (1) in the case of the first Transfer, Transfer release the Borrower, and (2) in the case of the second Transfer, release either the Borrower or the original Transferee, from such party’s 's obligations under the Loan Documents or the Indemnity Agreement with respect to events arising or occurring prior to the date of such Transfer.

Two Time Transfer Right. Borrower shall have a one-time right to assign and transfer its obligations under the Loan to a third party in connection with a sale of the Property, and the Borrower’s said transferee shall likewise have a one-time right to assign its obligations under the Loan to another third party transferee (Borrower’s said transferee and such subsequent transferee are hereinafter sometimes called a “Transferee”), provided that each of the following conditions shall be satisfied, after giving effect to such Transfer: (i) Borrower or Borrower’s Transferee, as applicable, is not then in default under this Mortgage, the Loan Documents or the Indemnity Agreement; (ii) Lender has Approved the proposed Transferee, which Approval shall not be unreasonably withheld; (iii) the proposed Transferee shall be able to make the ERISA representations set forth in the Loan Documents; (iv) the ratio of the combined annual cash flow derived from the Property and the Other Properties (as defined in Section 15.01 hereof) to the combined annual debt service for the Loan shall (x) in the case of the first transfer, be not less than 1.40:1 and (y) in the case of the second transfer, be not less than 1.45:1, all as determined in accordance with GAAP; (v) The ratio of the aggregate remaining balance of the Loan to the combined value of the Property and the Other Properties at the time of the Transfer (which will be determined by Lender at the time of the proposed Transfer in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal) shall not be greater than 75%. The maximum ratio shall be calculated by dividing the aggregate outstanding principal balance of the Loan at the time of Transfer by the combined agreed value of the Property and the Other Properties as of the date of the Transfer; (vi) Borrower shall pay to the Lender a fee equal to one percent (1%) of the aggregate outstanding principal balance of the Notes at the time of such Transfer; (vii) Borrower shall pay to the Lender a processing fee of $20,000 for each Transfer; (viii) the proposed Transferee shall expressly assume the obligations of the Liable Parties under Loan Documents and the Indemnity Agreement in a manner satisfactory to Lender; (ix) the Transferee must have a net worth of at least $100 million, provided, however, that so long as the Transferee has a net worth of not less than $25 million, the actual net worth of the Transferee may be combined with the net worth of other entities affiliated with the Transferee (i.e., the parent or entities affiliated with the Transferee by common ownership and control) to achieve the minimum net worth of $100 million, so long as such affiliated entities become Liable Parties under the Loan Documents and execute and deliver to the Lender a Guaranty (as described in the Application) each in form and substance approved by the Lender; (x) the Transferee must be experienced in the ownership, management and leasing of properties similar to the Property; (xi) Borrower or the Transferee shall pay all costs and expenses incurred by the Lender in connection with the Transfer, including title insurance premiums, documentation costs and reasonable attorneys’ fees and the cost of any appraisal required by the Lender. No Transfer permitted hereunder shall (1) in the case of the first Transfer, release the Borrower, and (2) in the case of the second Transfer, release either the Borrower or the original Transferee, from such party’s obligations under the Loan Documents or the Indemnity Agreement with respect to events arising or occurring prior to the date of such Transfer.