Sale of the Mortgaged Property. Except as may be set forth ------------------------------ in the last sentence of this clause (ii) or elsewhere in this Section 6.1, Borrower may only sell, assign, convey, transfer or otherwise dispose of legal or equitable title to or any interest in the Mortgaged Property from time to time and at any time if:
Sale of the Mortgaged Property. Borrower may transfer or dispose of Building Equipment which is being replaced or which is no longer necessary in connection with the operation of a Property free from the Lien of this Mortgage provided that such transfer or disposal will not materially adversely affect the value of the Mortgaged Property taken as a whole, will not materially impair the utility of such Property, and will not result in a reduction or abatement of, or right of offset against, the Rents payable under any Lease, in either case as a result thereof, and provided that any new Building Equipment acquired by Borrower (and not so disposed of) shall be subject to the Lien of this Mortgage. Lender shall, from time to time, upon receipt of an Officer's Certificate requesting the same and confirming satisfaction of the conditions set forth above, execute a written instrument in form reasonably satisfactory to Lender to confirm that such Building Equipment which is to be, or has been, sold or disposed of is free from the Lien of this Mortgage.
Sale of the Mortgaged Property. (a) Except as set forth in the ------------------------------ penultimate sentence of this Section 19.1(a) or elsewhere in this Article 19, the Mortgagors (or any of them) may only sell, assign, convey, transfer or otherwise dispose of legal or equitable title to the Mortgaged Properties or any one or more of them if, after giving effect to the proposed transaction, (i) each of the Mortgaged Properties will be either (x) directly owned by a Single Purpose/Insolvency-Remote Entity (including a tenancy-in-common among Single Purpose Entities under a tenancy-in-common agreement in substance the same in all material respects as a partnership agreement of a Single Purpose/Insolvency- Remote Entity organized as a partnership) which at the time of such transfer will be in compliance with the applicable covenants contained in Sections 2.3 and 2.4 hereof and which has assumed in writing (subject to the terms of Article 38 hereof) and agreed to comply with all the terms, covenants and conditions set forth in this Mortgage, expressly including the applicable covenants contained in Sections 2.3 and 2.4 hereof, and each of the other Security Documents, or (y) beneficially owned and controlled by an entity with a rating from the Rating Agency no less than one (1) rating category below the highest rating then assigned by the Rating Agency (but in no event less than Investment Grade) to any series of the Notes, (ii) one or more Permitted Owners, directly or indirectly, will own at least 51% of the equity interests in and control each Mortgagor and, in the case of a transfer of less than all of the Mortgaged Properties, the transferring Mortgagor(s) shall have obtained a Rating Confirmation (provided, however, that Rating Confirmation shall not be required in connection with a transfer of The Oaks Mall and/or Westroads Mall to any Person directly or indirectly owned and controlled by one or more of the Ivanhoe Entities), (iii) if the entity specifically named in the definition of "Property Manager" or a person controlled by General Growth does not act as Property Manager of the Mortgaged Properties and
Sale of the Mortgaged Property. Upon the completion of any sale or sales made by Beneficiary or Trustee pursuant to the terms of this Deed of Trust, Beneficiary, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, granting, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold without any covenants, warranties or representations. Grantor, if so requested by Beneficiary, shall ratify and confirm any such sale or sales by executing and delivering to Beneficiary or to such purchaser or purchasers all such instruments as may be necessary, in the judgment of the title insurance company insuring such instruments, for such purpose, and as may be designated in such request. Any such sale or sales made under or by virtue of this Deed of Trust, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the properties and rights so sold, and shall be perpetual both at law and in equity against Grantor and against any and all persons claiming or who may claim the same, or any part thereof, either from, through or under Grantor.
Sale of the Mortgaged Property. Except in compliance with Section 2.5, this Section 6.1(h) or another express provision of the Loan Documents, there shall be no transfer or other disposition of the Mortgaged Property or any portion thereof or interest therein.
