Common use of EXCLUDED AND PERMITTED TRANSFERS Clause in Contracts

EXCLUDED AND PERMITTED TRANSFERS. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this Article 8 shall not include (i) transfers made by devise or descent or by operation of law upon the death of a joint tenant, partner, member or shareholder, subject, however, to all the following requirements: (A) written notice of any transfer under this Section 8.3 , whether by will, trust or other written instrument, operation of law or otherwise, is provided to Lender or its servicer, together with copies of such documents relating to the transfer as Lender or its servicer may reasonably request, (B) control over the management and operation of the Property is retained by one or more of Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx or Xxxxx Xxxxxxxxx (the "Original Principals", whether one or more) at all times prior to the death or legal incapacity of all the Original Principals and is thereafter assumed by persons who are acceptable in all respects to Lender in its sole and absolute discretion, (C) no such transfer by any of the Original Principals will release the respective estate from any liability as a Guarantor, and (D) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Borrower under the requirements of any national rating agency for the Securities (hereinafter defined) or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, (ii) transfers otherwise by operation of law in the event of a bankruptcy, or (iii) a Lease of a portion of the Property to a space tenant.

EXCLUDED AND PERMITTED TRANSFERS. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer Transfer within the meaning of this Article 8 shall not include (i) transfers of ownership interests in the Borrower, any general partner, member or manager or any Guarantor made by devise or descent or by operation of law upon the death of a joint tenant, partner, member or shareholder, subject, however, to all the following requirements: (A) written notice of any transfer under this Section 8.3 8.3, whether by will, trust or other written instrument, operation of law or otherwise, is provided to Lender or its servicer, together with copies of such documents relating to the transfer as Lender or its servicer may reasonably request, (B) control over the management and operation of the Property is retained by one or more of Jxxxx X. Xxxxxx and Mxxxxxx X. Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx or Xxxxx Xxxxxxxxx (the "“Original Principals"”, whether one or more) at all times prior to the death or legal incapacity of all the Original Principals and is thereafter assumed by persons who are acceptable in all respects to Lender in its sole and absolute but reasonable discretion, (C) no such transfer by any of the Original Principals will release the respective estate from any liability as a Guarantor[intentionally omitted], and (D) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Borrower under the requirements of any national rating agency for the Securities (hereinafter defined) or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, (ii) transfers otherwise by operation of law in the event of a bankruptcy, or (iii) a Lease of a portion of the Property to a space tenanttenant in accordance with the provisions of this Security Agreement and the Assignment of Leases and Rents delivered by Borrower in favor of Lender on the date hereof in connection with this Security Instrument, (iv) utility easements benefitting the Property, or (v) transfers of the ownership interests in the Borrower as long as Reading International, Inc. shall continue to and at all times hold, directly or indirectly, no less than a fifty-one percent (51%) membership interest in Borrower and shall continue to control the managing member.

EXCLUDED AND PERMITTED TRANSFERS. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this Article 8 shall not include (i) transfers made by devise or descent or by operation of law upon the death of a joint tenant, partner, member or shareholder, subject, however, to all the following requirements: (A) written notice of any transfer under this Section 8.3 8.3, whether by will, trust or other written instrument, operation of law or otherwise, is provided to Lender or its servicer, together with copies of such documents relating to the transfer as Lender or its servicer may reasonably request, (B) control over the management and operation of the Property is retained by one or more of Xxxxxxx XxxxxxxxxShelxxxx, Xxxxxxxx Xxxxx or Xxxxx Xxxxxxxxx Xxc., a Minnesota corporation (the "Original PrincipalsORIGINAL PRINCIPALS", whether one or more) at all times prior to the death or legal incapacity of all the Original Principals and is thereafter assumed by persons who are acceptable in all respects to Lender in its sole and absolute discretion, (C) no such transfer by any of the Original Principals will release the respective estate from any liability as a Guarantor, and (D) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Borrower under the requirements of any national rating agency for the Securities (hereinafter defined) or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, (ii) transfers otherwise by operation of law in the event of a bankruptcy, or (iii) a Lease of a portion of the Property to a space tenant.

EXCLUDED AND PERMITTED TRANSFERS. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer Transfer within the meaning of this Article 8 shall not include (i) transfers of ownership interests in the Borrower, any general partner or managing member or any Guarantor made by devise or descent or by operation of law upon the death of a joint tenant, partner, member or shareholder, subject, however, to all the following requirements: (A) written notice of any transfer under this Section 8.3 8.3, whether by will, trust or other written instrument, operation of law or otherwise, is provided to Lender or its servicer, together with copies of such documents relating to the transfer as Lender or its servicer may reasonably request, (B) control over the management and operation of the Property is retained by one or more of Xxxxxx X. Xxxxx, Xxx X. Xxxxx, H. Xxxx Xxxx, Xx. and Xxxx X. Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx or Xxxxx Xxxxxxxxx (the "“Original Principals"”, whether one or more) at all times prior to the death or legal incapacity of all the Original Principals and is thereafter assumed by persons who are acceptable in all respects to Lender in its sole and absolute discretion, (C) no such transfer by devise or descent by any of the Original Principals will release the respective estate from any liability as a Guarantor, and (D) no such transfer, death or other event has any material adverse effect either on the bankruptcy-remote status of Borrower under the requirements of any national rating agency for the Securities (hereinafter defined) Rating Agency or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, (ii) transfers otherwise by operation of law in the event of a bankruptcy, or (iii) a Lease of a portion of the Property to a space tenantProperty.

EXCLUDED AND PERMITTED TRANSFERS. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer Transfer within the meaning of this Article 8 shall not include (i) transfers of ownership interests in the Borrower, any general partner or managing member or any Guarantor made by devise or descent or by operation of law upon the death of a joint tenant, partner, member or shareholder, subject, however, to all the following requirements: (A) written notice of any transfer under this Section 8.3 8.3, whether by will, trust or other written instrument, operation of law or otherwise, is provided to Lender or its servicer, together with copies of such documents relating to the transfer as Lender or its servicer may reasonably request, (B) control over the management and operation of the Property is retained by one or more of Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx or Xxxxx Xxxxxxxxx XXXXXXX XXXXXXXXX and XXXXXXXX XXXXX (the "Original PrincipalsORIGINAL PRINCIPALS", whether one or more) at all times prior to the death or legal incapacity of all the Original Principals and is thereafter assumed by persons who are acceptable in all respects to Lender in its sole and absolute discretion, (C) no such transfer by any of the Original Principals will release the respective estate from any liability as a Guarantor, and (D) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Borrower under the requirements of any national rating agency for the Securities (hereinafter defined) or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, (ii) transfers otherwise by operation of law in the event of a bankruptcy, or (iii) a Lease of a portion of JPMORGAN CHASE BANK the Property to a space tenant, (iv) pledges of equity interests in any indirect owner of the Borrower other than the Borrower itself and its immediate members and managers, or (v) transfers of ownership interests in Borrower, any general partner or managing member of Borrower to an affiliate of the Original Principals or to an affiliate of Wafra Investment Advisory Group, Inc. ("Wafra").

EXCLUDED AND PERMITTED TRANSFERS. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer Transfer within the meaning of this Article 8 shall not include (i) transfers of ownership interests in the Borrower, any general partner or managing member or any Guarantor made by devise or descent or by operation of law upon the death of a joint tenant, partner, member or shareholder, subject, however, to all the following requirements: (A) written notice of any transfer under this Section 8.3 8.3, whether by will, trust or other written instrument, operation of law or otherwise, is provided to Lender or its servicer, together with copies of such documents relating to the transfer as Lender or its servicer may reasonably request, (B) control over the management and operation of the Property is retained by one or more of Xxxxxx X. Xxxxx, Xxxxxxx XxxxxxxxxXxxxxx, Xxxxxxxx Xxxx Xxxxxx and Xxxxx or Xxxxx Xxxxxxxxx (the "“Original Principals"”, whether one or more) at all times prior to the death or legal incapacity of all the Original Principals and is thereafter assumed by persons who are acceptable in all respects to Lender in its sole and absolute discretion, (C) no such transfer by any of the Original Principals will release the respective estate from any liability as a Guarantor, and (D) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Borrower under the requirements of any national rating agency for the Securities (hereinafter defined) Rating Agency or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, (ii) transfers of direct or indirect limited partnership interests in RKB Washington Property Fund I L.P., a Delaware limited partnership (“RKB Fund”), subject, however, to each of the following requirements: (A) control over the management and operation of the Property is retained by one or more of the Original Principals, (B) one or more of the Original Principals shall at all times maintain, directly or indirectly, an equity ownership position in RKB Fund in an amount at least equal to the lesser of (A) 9% of the outstanding limited partnership interests of RKB Fund or (B) such amount obtained through capital contributions of $9,000,000.00, (iii) transfers otherwise by operation of law in the event of a bankruptcy, or (iiiiv) a Lease of all or a portion of the Property to a space tenant.

EXCLUDED AND PERMITTED TRANSFERS. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer Transfer within the meaning of this Article 8 shall not include (i) transfers of ownership interests in the Borrower, any general partner or managing member or any Guarantor made by devise or descent or by operation of law upon the death of a joint tenant, partner, member or shareholder, subject, however, to all the following requirements: (A) written notice of any transfer under this Section 8.3 8.3, whether by will, trust or other written instrument, operation of law or otherwise, is provided to Lender or its servicer, together with copies of such documents relating to the transfer as Lender or its servicer may reasonably request, (B) control over the management and operation of the Property is retained by one or more of Xxxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxxx or Xxxxxxxx Xxxxx or Xxxxx Xxxxxxxxx (the each an "Original PrincipalsORIGINAL PRINCIPAL", whether one or more) at all times prior to the death or legal incapacity of all the Original Principals and is thereafter assumed by persons who are acceptable in all respects to Lender in its sole and absolute discretion, (C) no such transfer by any of the Original Principals Principal will release the respective estate from any liability as a Guarantor, and (D) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Borrower under the requirements of any national rating agency for the Securities (hereinafter defined) or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, (ii) transfers otherwise by operation of law in the event of a bankruptcy, or (iii) a Lease of a portion of the Property to a space tenant.

EXCLUDED AND PERMITTED TRANSFERS. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer Transfer within the meaning of this Article 8 shall not include (i) transfers of ownership interests in the Borrower, Grantor any general partner or manager or any Guarantor made by devise or descent or by operation of law upon the death of a joint tenant, partner, member or shareholder, subject, however, in any such case, to all the following requirements: (A) written notice of any transfer under this Section 8.3 8.3, whether by will, trust or other written instrument, operation of law or otherwise, is provided to Lender Beneficiary or its servicer, together with copies of such documents relating to the transfer as Lender Beneficiary or its servicer may reasonably request, (B) control over the management and operation of the Property is retained by one or more of Xxxxxxx XxxxxxxxxXxxxxx X. Xxxx, Xxxxxxxx Xxxxx or Xxxxx Xxxxxxxxx III (the "“Original Principals"”, whether one or more) at all times prior to the death or legal incapacity of all the Original Principals and is thereafter assumed by persons who are acceptable in all respects to Lender Beneficiary in its sole and absolute discretion, (C) no such transfer by any of the Original Principals will release the respective estate from any liability as a Guarantor, and (D) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Borrower and/or Grantor under the requirements of any national rating agency for the Securities (hereinafter defined) or on the status of Borrower as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, (ii) transfers otherwise by operation of law in the event of a bankruptcy, (iii) transfers of direct or indirect ownership interests in Borrower among the members of Borrower’s sole member as of the date hereof, (iv) the sale or pledge to a third party, in one or a series of transactions, of not more than forty-nine percent (49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in Borrower; provided, however, no such transfers shall result in a change in Control in Borrower or Grantor or change in control of the management and day-to-day operations of the Property, and as a condition to each such transfer, Beneficiary shall receive not less than thirty (30) days prior written notice of such proposed transfer and if any such transfer results in any party and its related entities owning more than twenty percent (20%) of Grantor or Borrower directly or indirectly, in addition to the above, Lender shall receive an update to the Insolvency Opinion in form and substance satisfactory to Lender, or (iiiv) a Lease of a portion of the Property to a space tenant.