Due on Sale or Further Encumbrance. (a) If, without the Grantee’s prior written consent, (i) the Premises or any part thereof (except for transfers of personal property in the ordinary course of business in connection with repair or replacement) or any interest in the Premises or the Grantor is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Grantor is further encumbered or pledged; (iv) any Lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the Grantor, if a corporation, or of any corporate general partner of Grantor, if a partnership, or the general partnership interests in any partnership which is a general partner of Grantor, or any membership interest in a Grantor which is a limited liability company, or any beneficial or fiduciary interest in any Grantor which is a trust or trustee, is sold or conveyed, the Grantee shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Grantee under the Loan Documents. The Grantor understands that the present ownership of the Premises and Improvements will be a material inducement to Grantee in the making of the Loan. Any consent by Grantee to a change in ownership or to a change in the composition of the Grantor may be conditioned upon payment of a transfer fee equal to three quarters of one percent (.75%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Grantee may impose in its sole discretion.
(b) Notwithstanding the foregoing subparagraph (a), Grantee will permit one transfer of the Premises, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Grantee with a net worth of not less than Thirty Million and No/100 Dollars ($30,000,000.00); (ii) assumption documents in form and substance satisfactory to Grantee are executed by the transferee; (iii) Grantee is paid a transfer fee equal to three quarters of one percent (.75%) of the then outstanding Indebtedness; (iv) Grantor reimburses Grantee all fees and expenses ass...
Due on Sale or Further Encumbrance. Except as otherwise provided in the CDBG Loan Agreement, should the undersigned agree to or actually sell, convey, transfer, or dispose of, or further encumber the real property described in this Deed of Trust, or any part of it, or any interest in it, without first obtaining the written consent of the Beneficiary, then all obligations secured by the CDBG Note and this Deed of Trust may be declared due and payable, at the option of the Beneficiary. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions.
Due on Sale or Further Encumbrance. The direct or indirect sale, assignment, or conveyance of the Property, or any interest therein, or the further encumbrance of the Property, without Bank’s written consent shall, at Bank’s option, constitute a Default under this Mortgage. Transfer of control of or a controlling interest in the Mortgagor shall be deemed a transfer of the Property except that a transfer or merger with Guarantor shall not constitute a default hereunder.
Due on Sale or Further Encumbrance. Upon any sale or transfer of (i) all or any part of the Project Assets or any interest therein (other than leases in the ordinary course of business), or (ii) any “Significant Interest” in Borrower, as defined below, or upon the creation of any lien, claim, charge, encumbrance, or security interest in the Project Assets (other than the Subordinated Loans permitted under Section 2.14), without the prior written consent in each instance of CCRC (except as specifically set forth below), which consent may be withheld in CCRC’s sole and absolute discretion, CCRC may, at CCRC’s option, declare the Loan or other amounts secured under the Deed of Trust or owing under the Loan Documents and/or the Bond Documents immediately due and payable and CCRC may invoke any remedies permitted under this Agreement or the other Loan Documents or under the Bond Documents.
Due on Sale or Further Encumbrance. Upon any sale or transfer of (i) all or any part of the Property or any interest therein (other than leases in the ordinary course of business), or (ii) any beneficial interests in Borrower (other than (i) the replacement of the general partner of Borrower in accordance with the Borrower’s partnership agreement, or (ii) any limited partnership interests); or upon any financing obtained by Borrower secured by the Property or any part thereof and not specified herein, without the prior written consent in each instance of Baypoint, which consent may be withheld in Baypoint’s sole and absolute discretion, or which otherwise is not in compliance with Section 12 of the Regulatory Agreement referred to in Section 2.20 hereof, Baypoint (on behalf of the Governmental Lender) may, at Baypoint’s option, declare all sums secured by the Deed of Trust to be immediately due and payable, and Baypoint (on behalf of the Governmental Lender) may invoke any remedies permitted under the Borrower Loan Documents. Notwithstanding anything to the contrary set forth herein or in any loan documents Baypoint’s consent shall not be required for the transfer of limited partner interests in the Borrower, or for the grant and exercise of any option and/or right of first refusal in accordance with Xxxxxxxx’s limited partnership documents.
