Common use of Mortgagee’s Rights Clause in Contracts

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Loan Agreement, the Note or the other Loan Documents; (b) an assumption of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable expenses incurred in connection with such transfer; (d) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 and 4.2.11 of the Loan Agreement; (e) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loans; or (f) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consent. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Building Loan Agreement, the Building Loan Note or the other Building Loan Documents; (b) an assumption of the Building Loan Agreement, the Building Loan Note, this Security Instrument and the other Building Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable 's expenses incurred in connection with such transfer; (d) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Mortgagee; (e) if the ownership interests proposed to be transferred relate to any entity to which Section 3.1.24 of the Building Loan Agreement is applicable, the proposed transferee’s 's continued compliance with the representations and covenants set forth in Sections 3.1.23 Section 3.1.24 of the Building Loan Agreement and, with respect to any proposed transfer, the proposed transferee's continued compliance with the representations and covenants set forth in Section 4.2.11 of the Building Loan Agreement; (ef) the delivery of evidence satisfactory to Mortgagee that the single purpose nature and bankruptcy remoteness of Mortgagor, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of Mortgagee; (g) the proposed transferee’s 's ability to satisfy Mortgagee’s 's then-current underwriting standards applicable to similar loansstandards; or (fh) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Building Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s 's consent. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Building Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee 4.1 The Creditor shall have the following rights in relation to the Mortgaged Assets under this Agreement: (1) The Creditor shall have the first priority mortgage over the Mortgaged Assets and may dispose the Mortgaged Assets in accordance with laws and this Agreement; (2) The Creditor shall have the priority in receiving payment out of the funds deposited into the account designated by the Creditor in accordance with Clause 3.4 for the satisfaction of their rights against the Mortgagor; (3) The Mortgagor hereby irrevocably authorizes the Creditor to exercise its rights or perform its obligations under any land use right grant contract, land use right transfer contract, the Real Property Certificate or any consent under Section 6.2 hereof (of the Construction contract on behalf of the Mortgagor or, where permitted by law, in the name of the Creditor, if the Mortgagor neglects to exercise such rights or perform such obligations to the extent such consent may be required pursuant that, according to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof Creditor’s reasonable and of the Loan Agreementobjective judgement, the Note or the other Loan Documents; (b) an assumption of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable expenses incurred in connection with such transfer; (d) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 and 4.2.11 of the Loan Agreement; (e) the proposed transfereeMortgagor’s ability to satisfy Mortgageeperform its obligations under the Finance Documents will be affected; (4) The Creditor may, on condition that Mortgager’s then-current underwriting standards applicable business should not be affected, by prior notice to similar loans; or (f) such other the Mortgagor, inspect the conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect Mortgaged Assets; and (5) The Creditor may hold the original Shanghai Real Property Registration Certificate issued by the relevant real property registration bureau in relation to the Loan and the Property. Mortgagee mortgage hereunder. 4.2 The Creditor shall not in any case be required held liable for any of the obligations (including but not limited to demonstrate any actual impairment those under the Property Documents) of its security or any increased risk of default hereunder the Mortgagor in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consent. This provision shall apply to every Transfer, other than any Transfer permitted pursuant relation to the Loan Agreement, regardless of whether voluntary Mortgaged Assets. 4.3 The mortgage hereunder is in addition to and shall not in any way be prejudiced by any other security which the Creditor obtained or not, or whether or not Mortgagee has consented to will obtain. The Creditor may execute the mortgage hereunder before claiming any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and controlother security.

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Building Loan Agreement, the Building Loan Note or the other Building Loan Documents; (b) an assumption of the Building Loan Agreement, the Building Loan Note, this Security Instrument and the other Building Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable actual out of pocket expenses incurred in connection with such transfer; (d) following a Securitization the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (e) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Mortgagee; (f) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 3.1.24 and 4.2.11 of the Building Loan Agreement; (eg) the delivery of evidence satisfactory to Mortgagee that the single purpose nature and bankruptcy remoteness of Mortgagor, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (h) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loansstandards; or (fi) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Building Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consentconsent unless otherwise permitted under the Building Loan Agreement. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Building Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Project Loan Agreement, the Project Loan Note or the other Project Loan Documents; (b) an assumption of the Project Loan Agreement, the Project Loan Note, this Security Instrument and the other Project Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable actual out of pocket expenses incurred in connection with such transfer; (d) following a Securitization, the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (e) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Mortgagee; (f) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 3.1.24 and 4.2.11 of the Project Loan Agreement; (eg) the delivery of evidence satisfactory to Mortgagee that the single purpose nature and bankruptcy remoteness of Mortgagor, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (h) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loansstandards; or (fi) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Project Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consentconsent unless otherwise permitted under the Project Loan Agreement. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Project Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Senior Loan Agreement, the Senior Loan Note or the other Senior Loan Documents; (b) an assumption of the Senior Loan Agreement, the Senior Loan Note, this Security Instrument and the other Senior Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable actual out of pocket expenses incurred in connection with such transfer; (d) following a Securitization, the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (e) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Mortgagee; (f) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 3.1.24 and 4.2.11 of the Senior Loan Agreement; (eg) the delivery of evidence satisfactory to Mortgagee that the single purpose nature and bankruptcy remoteness of Mortgagor, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (h) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loansstandards; or (fi) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Senior Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consentconsent unless otherwise permitted under the Senior Loan Agreement. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Senior Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.