Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Mortgagor may, without the consent of Mortgagee, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of a Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of such Property or materially adversely affect the value of such Property taken as a whole. If Mortgagor shall receive any net proceeds in connection with any such transfer or other conveyance, Mortgagor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Mortgagor in excess of the cost of such Alterations shall be deposited in the Capital Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48(a) hereof, and shall be available to Mortgagor for use in performing any further or other Alterations. Any amounts held in such account shall be invested in accordance with Section 3(s) of the Cash Collateral Agreement. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 11(d), Mortgagee shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clause (i) above, to release the portion of such Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to
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Samples: Tower Realty Trust Inc
Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Mortgagor Grantor may, without the consent of MortgageeBeneficiary, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of a such Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of the such Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, and (iii) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to written reaffirmation by the Rating Agencies that such transfer or ground lease shall not adversely affect the then ratings of any securities backed in part by this Mortgage, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) ), (ii), and (iiiii) shall materially impair the utility and operation of such the applicable Property or materially adversely affect the value of such the applicable Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Mortgagor Grantor shall receive any net proceeds in connection with any such transfer or other conveyance, Mortgagor Grantor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Mortgagor Grantor in excess of the cost of such Alterations shall be deposited in the Capital Expenditure Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48(a48(b) hereof, and shall be available to Mortgagor Grantor for use in performing any further or other AlterationsAlterations or with respect to the Properties. Any amounts held in such account shall be invested in accordance with [Section 3(s) 3(j)] of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment of the Note in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 11(d), Mortgagee ) Beneficiary shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clause clauses (i), (iii) and (iv) above, to release the portion of such a Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, toto subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of:
Appears in 1 contract
Samples: Mark Centers Trust
Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Mortgagor Borrower may, without the consent of MortgageeLender, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of a Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of such Property or materially adversely affect the value of such Property taken as a whole. If Mortgagor Borrower shall receive any net proceeds in connection with any such transfer or other conveyance, Mortgagor Borrower shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Mortgagor Borrower in excess of the cost of such Alterations shall be deposited in the Capital FF&E Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48(a) hereof, and shall be available to Mortgagor Borrower for use in performing any further or other Alterations. Any amounts held in such account shall be invested in accordance with Section 3(s) of the Cash Collateral Agreement. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 11(d), Mortgagee Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clause (i) above, to release the portion of such Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, toto subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Lender of:
Appears in 1 contract
Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Mortgagor Grantor may, without the consent of MortgageeBeneficiary, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of a such Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of the such Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent to the applicable Improvement (together with parking ancillary thereto, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmation, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) ), (ii), (iii), and (iiiv) shall materially impair the utility and operation of such the applicable Property or materially adversely affect the value of such the applicable Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Mortgagor Grantor shall receive any net proceeds in connection with any such transfer or other conveyance, Mortgagor Grantor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Mortgagor Grantor in excess of the cost of such Alterations shall be deposited in the Capital Tenant Improvement and Leasing Commission Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48(a) 48 hereof, and shall be available to Mortgagor Grantor for use in performing any further Alterations or other Alterationswith respect to the Properties. Any amounts held in such account shall be invested in accordance with Section 3(s3(m) of the Cash Collateral Agreement. Any amounts received by Grantor pursuant to clause (v) shall be paid to Beneficiary upon no less than thirty (30) days notice for application in prepayment of the Notes in accordance with Section 5 thereof, together with any applicable prepayment premium. In connection with any transfer, conveyance or 56 encumbrance permitted pursuant to this Section 11(d), Mortgagee Beneficiary shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clause clauses (i), (iii) and (iv) above, to release the portion of such a Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, toto subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Beneficiary of: (i) a copy of the instrument of transfer; and (ii) an Officer's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the affected Property or materially reduce its value. In addition, in the case of a release pursuant to clauses (iii) and (iv) above, Grantor shall deliver to Beneficiary a Nondisqualification Opinion. All Taking Proceeds shall be applied in accordance with the provisions of Section 6 hereof. (e) Not less than fifteen (15) Business Days prior to the closing of any transaction subject to the provisions of this Section 11 or of any transfer of a ten percent (10%) direct or indirect beneficial interest in Grantor or of any transfer that shall result in a Person acquiring a greater than 49% interest in Grantor or of any transfer that shall result in a Person that had a greater than 49% interest in Grantor having less than a 49% interest in Grantor, Grantor shall deliver to Beneficiary and the Rating Agencies (i) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted by this Section 11, together with any appraisal or other documents upon which such Officer's Certificate is based, and (ii) a Nonconsolidation Opinion. In addition, Grantor shall provide Beneficiary and the Rating Agencies with copies of executed deeds, assignments of Direct Beneficial Owner interests in Grantor, mortgages or other similar closing documents within ten (10) days after such closing. 57
Appears in 1 contract
Samples: Indenture of Mortgage (CBL & Associates Properties Inc)
