Common use of Further Conditions to Transfers and Assumption Clause in Contracts

Further Conditions to Transfers and Assumption. In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.3(ccccc)), Lender may, as a condition to any such approval, require: additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Xxxxxx Xxx form multifamily loan documents, to the extent such provisions were previously modified; or a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.2(yyyyy)(16)(B). In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand: the Transfer Fee (to the extent charged by Lender); the Review Fee (regardless of whether Lender approves or denies such request); and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request. - IMPOSITIONS

Further Conditions to Transfers and Assumption. In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.3(ccccc11.03(a)), Lender may, as a condition to any such approval, require: additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Xxxxxx Xxx form multifamily loan documents, to the extent such provisions were previously modified; or a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.2(yyyyy)(16)(B13.02(a)(3)(B). In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand: the Transfer Fee (to the extent charged by LenderXxxxxx); the Review Fee (regardless of whether Lender approves or denies such request); and all of LenderXxxxxx’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request. Article 12 - IMPOSITIONS

Further Conditions to Transfers and Assumption. In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Master Lessee, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.3(ccccc1.13(a)), Lender may, as a condition to any such approval, require: additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Master Lessee, Key Principal, or Guarantor and to restore the original provisions of the standard Xxxxxx Xxx form multifamily loan documents, to the extent such provisions were previously modifiedmodified or to avoid the occurrence of an Adverse Tax Event; or a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.2(yyyyy)(16)(B13.02(a)(3); with respect to any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS that are outstanding, the Transfer shall not result in an Adverse Tax Event; or the Transfer would not violate the requirements of Section 1.12(b)(2)(D). In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand: the Transfer Fee (to the extent charged by Lender); the Review Fee (regardless of whether Lender approves or denies such request); and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request. - IMPOSITIONSAdditional Permitted Transfers. Notwithstanding the foregoing, Borrower may effect a Springing Transfer provided that: the provisions of Section 1.12(b)(2), Section 1.12(b)(2)(A), Section 1.12(b)(2)(B), and Section 1.12(b)(2)(D) are satisfied; Borrower provides Lender with at least ten (10) days prior written notice of such Springing Transfer; the Springing LLC executes an assumption agreement acceptable to Lender that, among other things, requires the Springing LLC to assume and perform all obligations of Borrower; the ownership interests in Borrower immediately prior to the Springing Transfer are identical to the ownership interests in Borrower immediately following the Springing Transfer; Borrower (or the Springing LLC) shall pay the Review Fee and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the documents executed and delivered in connection with such Springing Transfer; neither Borrower nor any Person that Controls or owns, directly or indirectly, more than twenty-five percent (25%) of Borrower is a Prohibited Person; and no later than ten (10) days subsequent to conversion, Borrower shall provide Lender  the documentation filed with the appropriate office in Borrower’s state of formation evidencing such conversion,  copies of the organizational documents of Borrower including any amendments, filed with the appropriate office in Borrower’s state of formation reflecting the post-conversion Borrower name, form of organization, and structure, and  if available, new certificates of good standing or valid formation for Borrower. If the conditions set forth in this Section 1.13(h)(1) are satisfied, then the Transfer Fee shall be $3,000; however Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 1.13(g). Notwithstanding any other provision in this Loan Agreement to the contrary, Transfers or issuances of beneficial interests in Borrower are permitted, provided each of the following conditions to such Transfer or issuance of beneficial interests set forth below have been satisfied: the Transfer or issuance of beneficial interests in Borrower does not cause there to be more than one thousand nine hundred ninety-nine (1,999) holders of beneficial interests in Borrower;  no Person owns more than twenty-five percent (25%) of the beneficial interests in Borrower following any Transfer or series of Transfers that did not hold greater than twenty-five percent (25%) as of the Effective Date, or  if a Person owns more than twenty-five percent (25%) of the beneficial interests in Borrower following any Transfer or series of Transfers that did not hold greater than twenty-five percent (25%) as of the Effective Date, then such Person will have been approved by Lender pursuant to Lender’s underwriting approval standards in Section 1.13(a) of this Loan Agreement; such Person shall not be a Prohibited Person; the requirements of Section 1.12(b)(2)(D) shall be satisfied; and Borrower shall pay a fee of $5,000 in lieu of the Review Fee; Key Principal and Guarantor shall continue to directly or indirectly Control and manage the day-to-day operations of Borrower and Master Lessee; and each beneficial interest owner transferee  shall be an “Accredited Investor” (as defined in the regulations promulgated by the Securities and Exchange Commission), other than as specifically permitted pursuant to Rule 506(b) of Regulation D or Regulation A+,  shall comply with the provisions of Section 1.07(b), and  shall comply with applicable laws, including applicable securities laws and regulations. If the conditions set forth in this Section 1.13(h) are satisfied, then the Transfer Fee and Review Fee shall be waived.

Further Conditions to Transfers and Assumption. In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.3(ccccc1.07(a)), Lender may, as a condition to any such approval, require: additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Xxxxxx Xxx form multifamily loan documents, to the extent such provisions were previously modified; or a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.2(yyyyy)(16)(B13.02(a)(3)(B). In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand: the Transfer Fee (to the extent charged by Lender); the Review Fee (regardless of whether Lender approves or denies such request); and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request. Article 12 - IMPOSITIONS

Further Conditions to Transfers and Assumption. In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Affiliated Property Operator, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.3(ccccc11.3(sssss)), Lender may, as a condition to any such approval, require: additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Affiliated Property Operator, Key Principal, or Guarantor and to restore the original provisions of the standard Xxxxxx Xxx form multifamily loan documents, to the extent such provisions were previously modified; or a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.2(yyyyy)(16)(B13.2(oooooo)(19)(B). In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand: the Transfer Fee (to the extent charged by Lender); the Review Fee (regardless of whether Lender approves or denies such request); and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request. - IMPOSITIONS

Further Conditions to Transfers and Assumption. In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, IDOT Guarantor, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.3(ccccc11.3(eeeee)), Lender may, as a condition to any such approval, require: additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, IDOT Guarantor, Key Principal, or Guarantor and to restore the original provisions of the standard Xxxxxx Xxx form multifamily loan documents, to the extent such provisions were previously modified; or a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.2(yyyyy)(16)(B13.2(zzzzz)(15)(B). In connection with any request by Borrower any Obligor for consent to a Transfer, Borrower such Obligor shall pay to Lender upon demand: the Transfer Fee (to the extent charged by Lender); the Review Fee (regardless of whether Lender approves or denies such request); and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request. - IMPOSITIONS

Further Conditions to Transfers and Assumption. In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.3(ccccc11.3(eeeee)), Lender may, as a condition to any such approval, require: additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Xxxxxx Xxx form multifamily loan documents, to the extent such provisions were previously modified; or a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.2(yyyyy)(16)(B13.2(aaaaaa)(16)(B). In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand: the Transfer Fee (to the extent charged by Lender); the Review Fee (regardless of whether Lender approves or denies such request); and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request. - IMPOSITIONS

Further Conditions to Transfers and Assumption. In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.3(ccccc)), Lender may, as a condition to any such approval, require: additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Xxxxxx Xxx form multifamily loan documents, to the extent such provisions were previously modifiedmodified or to avoid the occurrence of an Adverse Tax Event; or a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.2(yyyyy)(16)(B13.2(yyyyy)(17)(B); or with respect to any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS that are outstanding, the Transfer shall not result in an Adverse Tax Event. In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand: the Transfer Fee (to the extent charged by Lender); the Review Fee (regardless of whether Lender approves or denies such request); and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request. - IMPOSITIONS