Common use of Due on Sale and Encumbrance; Transfers of Interests Clause in Contracts

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior approval of Lender, which may be withheld in its sole and absolute discretion, the Loan shall become due and payable upon the occurrence of any Transfer (other than a Permitted Transfer). (b) With respect to any and all Transfer(s), if such Transfer is of five percent (5%) or more of the direct or indirect interests in Borrower (or such lesser percentage as may be required from time to time under applicable Legal Requirements), Borrower shall provide Lender with (i) prior notice of such Transfer (or if no Loan Party had prior notice of such Transfer, promptly upon any Loan Party having such knowledge), (ii) sufficient information about the transferee so that Lender may fulfill its “know your customer” requirements (which, by way of example, may include the receipt and review of copies of operating agreements, by-laws, partnership agreements, articles of incorporation, articles of organization, certificates of formation, certificates of good standing, W-9 forms, updated organizational charts, valid governmental forms of identification and such other information or documentation reasonably required by Lender with respect to such “know your customer” requirements) and (iii) such other information or documentation reasonably required by Xxxxxx from time to time with respect to such “know your customer” requirements. Any Permitted Transfer shall be conditioned upon Xxxxxx’s confirmation (which confirmation shall not be unreasonably delayed) that such transferee is neither a Sanctioned Party, a Prohibited Person or a restricted person described in Article 13, failing which such proposed Permitted Transfer shall be void ab initio; provided that a Permitted Transfer due to death shall not be subject to the aforementioned condition.

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior approval of Lender, which may be withheld in its sole and absolute discretion, the Loan shall become due and payable upon the occurrence of any Transfer (other than a Permitted Transfer). (ba) With respect to any and all Transfer(s), if such Transfer is of five percent (5%) or more of the direct or indirect interests in Borrower (or such lesser percentage as may be required from time to time under applicable Legal Requirements), Borrower shall provide Lender with (i) prior notice of such Transfer (or if no Loan Party had prior notice of such Transfer, promptly upon any Loan Party having such knowledge), (ii) sufficient information about the transferee so that Lender may fulfill its “know your customer” requirements (which, by way of example, may include the receipt and review of copies of operating agreements, by-laws, partnership agreements, articles of incorporation, articles of organization, certificates of formation, certificates of good standing, W-9 forms, updated organizational charts, valid governmental forms of identification and such other information or documentation reasonably required by Lender with respect to such “know your customer” requirements) and (iii) such other information or documentation reasonably required by Xxxxxx from time to time with respect to such “know your customer” requirements. Any Permitted Transfer shall be conditioned upon Xxxxxx’s confirmation (which confirmation shall not be unreasonably delayed) that such transferee is neither a Sanctioned Party, a Prohibited Person or a restricted person described in Article 13, failing which such proposed Permitted Transfer shall be void ab initio; provided that a Permitted Transfer due to death shall not be subject to the aforementioned condition. (b) Nothing contained in Section 8.1(i) shall limit the prohibitions contained in Article 13, nor shall any Below the Fund Transfer involve a Person (i) with whom Lender is adverse in any pending litigation or arbitration, (ii) with whom Xxxxxx is prohibited by Legal Requirements from conducting business, or (iii) is a Sanctioned Party or a Prohibited Person.

Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior approval of LenderAgent, which may be withheld in its sole and absolute discretion, other than a Permitted Transfer, the Loan shall become due and payable upon the occurrence of any Transfer (other than a Permitted Transferreferred to in Section 8.1(b). (b) Without limiting the foregoing, except with respect to Permitted Transfers (for which the consent of Agent shall not be required): (i) neither Borrower nor any other Person having a direct or indirect legal, beneficial or record ownership or economic interest in Borrower shall (x) directly or indirectly Transfer all or any portion of its, his or her interest in the Project or any part thereof (including any ownership or economic interest in Borrower); (y) further encumber, alienate, xxxxx x Xxxx or xxxxx any other interest in the Project or any part thereof (including any ownership or economic interest in Borrower), whether voluntarily or involuntarily; or (z) enter into any easement or other agreement granting rights in or restricting the use or development of the Project; and (ii) no new manager or member having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing manager, managing member or controlling member withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower and/or the Project shall be effected. (c) With respect to any and all Transfer(s), promptly upon any Loan Party having knowledge of the same, if such Transfer is of five resulted or would result in a Person owning twenty percent (520%) or more of the direct or indirect interests in Borrower (or such lesser percentage as may be required from time to time under applicable Legal Requirements)) who was not a beneficial owner of at least twenty percent (20%) of such interests prior to the Transfer, then Borrower shall provide Lender Agent with (i) prior notice of such Transfer (or if no Loan Party had prior notice of such Transfer, promptly upon any Loan Party having such knowledge), (ii) sufficient information about the transferee so that Lender Agent and the Banks may fulfill its their “know your customer” requirements (which, by way of example, may include the receipt and review of copies of operating agreements, by-laws, partnership agreements, articles of incorporation, articles of organization, certificates of formation, certificates of good standing, W-9 forms, updated organizational charts, valid governmental forms of identification and such other information or documentation reasonably required by Lender Agent and the Banks with respect to such “know your customer” requirements) and (iii) such other information or documentation reasonably required by Xxxxxx Agent and the Banks from time to time with respect to such “know your customer” requirements. Any , and such Permitted Transfer shall be conditioned upon Xxxxxxshall, unless such transaction involved publicly traded securities, require Agent’s written confirmation (which confirmation shall not be unreasonably delayed) that such transferee is neither a Sanctioned Partyan Embargoed Person, a Prohibited Person or a restricted person described in Article 1314, failing which such proposed Permitted Transfer shall be void ab initio. With respect to a transaction involving publicly traded securities, Borrower shall, promptly after it acquires knowledge thereof, so advise Agent and Agent shall then either promptly confirm or reject that the applicable transferee is neither an Embargoed Person, a Prohibited Person or a Restricted Person described in Article 14. (d) As used in this Section 8.1, “Transfer” shall include the sale, transfer, conveyance, grant, mortgage, pledge hypothecation, lease, license, declaration of trust, assignment or other disposal of a legal or beneficial ownership or economic interest in (i) the Project, (ii) any membership interest in Borrower, and (iii) any membership interest in any sole member of Borrower; provided that a Permitted Transfer due to death “Transfer” shall not be subject include the leasing of portions of the Project so long as Borrower complies with the provisions of the Loan Documents relating to such leasing activity. In addition, “Transfer” shall not include the aforementioned conditiondisposition of personal property in the ordinary course of business or the creation, modification or termination of any Permitted Lien.