One-Time Transfer. 8.5.1 . Notwithstanding the “due-on-sale” provisions of the Loan Documents to the contrary, Lender shall permit a one-time transfer of all, but not a portion of, the Portfolio provided that all of the following conditions are satisfied: (i) no Default or Event of Default exists; (ii) Borrowers have paid to Lender an assumption fee of one percent (1%) of the outstanding principal balance of the Secured Obligations; (iii) if the proposed transferee is a land trust, Lender has received a first-lien collateral assignment of all beneficial interest therein; (iv) Lender has received and has had a reasonable opportunity to review and approve all organizational documents (including, without limitation, certificates and articles of formation, partnership and operating agreements, by-laws, certificates of good standing and authorizing resolutions) and review all documents and agreements executed or to be executed in connection with the proposed transfer; (v) the non-economic terms (e.g., those terms other than interest rate, payment schedule, principal balance, and non-recourse nature (subject to exceptions thereto customarily included by Lender in loan documents)) of the Loan Documents have been modified as Lender may request in good faith; (vi) the proposed transferee has assumed all of the Borrowers’ obligations under the Loan Documents; (vii) Lender has received at least thirty (30) days’ prior written notice of the proposed transfer; (viii) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a net worth equal to or greater than the aggregate net worth of Borrowers as of the date hereof or otherwise satisfactory to Lender, and its general partners or managing members have a satisfactory history of owning, operating and managing property similar to the Properties; (ix) the proposed transferee and, if applicable, its general partners or managing members have, in the sole judgment of Lender exercised in good faith, a satisfactory credit history and professional reputation and character; (x) the Portfolio Debt Service Coverage Ratio is not less than 1.75:1.00, and Lender receives satisfactory evidence that such ratio will be maintained for the twelve (12) months immediately following the consummation of such transfer; (xi) the Portfolio Loan-to-Value Ratio, as determined by Lender pursuant to Appraisals delivered by Borrowers to Lender, and taking into account all obligati...
One-Time Transfer. You may use the App to authorize us to make a one-time transfer to us via ACH transfers from their Linked External Account on or before each Due Date. You authorize us to debit or credit your selected payment method to correct any errors, process returned and reversed payments, and similar issues, to the extent permitted by law. ● We may permit additional payment methods from time to time. We may reject any payment not made in accordance with this section.
One-Time Transfer. Lender may consent to a one-time transfer of Borrowers’ interest in the Projects to a purchaser, if the Loan is not then in Default and if the Lender approves of the proposed buyer’s ownership structure, financial strength, creditworthiness and management capabilities. The transferee and its principals must assume all of Borrowers’ and Indemnitor’s liabilities and obligations under the terms of the Loan Documents including those liabilities and obligations listed in Section 9.18 hereof. The Borrowers and Indemnitor shall not remain liable for any liabilities and obligations described in the Loan Documents and Recourse Events described in Section 9.18 first occurring after such transfer; however, Borrowers and Indemnitor shall remain liable for any liabilities and obligations in the Loan Documents including the Recourse Events first occurring prior to such transfer. Such a transfer will be conditioned on the execution and delivery of all required documents, and compliance with all of Lender’s standard requirements for similar assumption transfers, together with the payment of an assumption fee of one percent (1%) of the then outstanding principal balance of the Loan and payment of any costs and expenses (including reasonable attorneys fees) of Lender in connection therewith. Lender shall not be obligated to entertain any request from a proposed buyer for the modification of any substantive provision of the Loan Documents. Borrowers, Indemnitor and buyer shall execute all documents and comply with all other standard requirements of Lender in connection therewith.
One-Time Transfer. Notwithstanding anything to the contrary contained in this Article 8, and following the securitization of the Loan, Lender’s consent to a one-time sale, assignment, or other transfer of the Property shall not be withheld provided that Lender receives sixty (60) days prior written notice of such transfer hereunder and no Event of Default has occurred and is continuing, and further provided that, the following additional requirements are satisfied:
(a) Borrower shall pay Lender a processing fee of Two Thousand and No/100 Dollars ($2,000.00) upon any request for transfer and a transfer fee equal to 1% of the outstanding principal balance of the Loan at the time of such transfer;
(b) Borrower shall pay any and all out-of-pocket costs incurred in connection with the transfer of the Property (including, without limitation, Lender’s counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes and the fees and expenses of the Rating Agencies pursuant to clause (i) below);
(c) The proposed transferee (the “Transferee”) or Transferee’s Principals (hereinafter defined) must have demonstrated expertise in owning and operating properties similar in location, size and operation to the Property, which expertise shall be reasonably determined by Lender. The term “Transferee’s Principals” shall include Transferee’s (A) managing members, general partners or principal shareholders and (B) such other members, partners or shareholders which directly or indirectly shall own a 15% or greater interest in Transferee;
One-Time Transfer. If an employee affected by a conversion to a YRE calendar elects not to remain at the converting site, by May 1 of the year preceding implementation, the employee may submit a written request for transfer. The employee will have a “one- time” opportunity, based upon classification, to transfer to an open position at another site that is on either a traditional calendar or single‐track YRE calendar. The open position must be the same number of hours per week. If more than one employee of the same classification requests a transfer, the employees will interview for the open position. If no position in that classification is currently open, the district shall post the position at the converting site as a “position open for exchange”. Employees of the same classification at other sites may apply for the exchange. The two site administrators shall interview all applicants. Selection shall be a qualifications and seniority based system to include evaluations, performance, attendance, and interview. If two or more candidates are equal regarding criteria, the applicant with the greatest seniority shall be offered the position. Any employee who has been rejected for such a position, shall be given the reasons for such rejection in writing, if the employee so requests, within five (5) working days. If no one applies for the exchange position, the employee shall remain in place until an equivalent position becomes available. If a vacancy is believed to be improperly filled or if the District has acted arbitrarily, unreasonably or capriciously, the informal discussion of the grievance procedure shall be with the District’s chief personnel officer and any formal grievance shall be initiated at Level 2. The vacancy shall be considered not permanently filled until resolution of the grievance.
One-Time Transfer. Notwithstanding Section 5.01, commencing six (6) months subsequent to the date of this Agreement and so long as there is no default under the Documents (or event which with the passage of time or the giving of notice or both would be a default), Lender agrees, upon thirty (30) days’ prior written request, to consent to one transfer of the entire Property by the original Borrower (i.e., Piedmont 1901 Market LLC) if:
One-Time Transfer. (a) Notwithstanding anything to the contrary contained herein, Borrowers shall have the one-time right to transfer all Properties as a group, if the Loan is not in default, if Lender approves the proposed transferee’s ownership structure, financial strength, creditworthiness and management capabilities (which approval shall not be unreasonably withheld) and if Borrowers comply with the following requirements.
(b) The transferee must assume all of Borrowers’ liabilities and obligations under the terms of the Loan Documents, and the transferee (or other indemnitor reasonably approved by Lender) must assume Indemnitor’s liabilities and obligations under the Indemnification Agreement and under the Environmental Indemnity Agreement.
(c) The Borrowers and Indemnitor shall not remain liable for any liabilities and obligations described in the Loan Documents first occurring after such transfer, however, Borrowers and Indemnitor shall remain liable for any liabilities and obligations in the Loan Documents first occurring prior to such transfer.
(d) Such a transfer will be conditioned on the payment of an assumption fee of one percent (1%) of the then outstanding principal balance.
(e) Lender shall not be obligated to entertain any request from a proposed buyer for the modification of the Loan Documents.
(f) Any such transfer under this Section 6.6 shall only be effective if the Borrowers deliver (i) notice of the proposed transfer and all information related thereto at least thirty (30) days prior to the proposed transfer date, including evidence reasonably satisfactory to Lender that the conditions to the applicable sale, conveyance, transfer or other vesting set forth in this Section 6.6 will be satisfied.
(g) Borrowers will be responsible to reimburse Lender for all reasonable expenses incurred in the Assignment, including legal fees and expenses.
One-Time Transfer. In the event of a One-Time Transfer (as defined in the Deed of Trust), Guarantor will not be relieved of its obligations under this Guaranty with respect to events arising or occurring prior to the date of such transfer. Notwithstanding the foregoing, and subject to Borrower and Guarantor’s full compliance with Section 10.2 of the Deed of Trust, Guarantor shall be released from its obligations under this Guaranty with respect to events arising or occurring after the date of a One-Time Transfer.
One-Time Transfer. Borrower shall have a one-time right to Transfer the Property, subject to the following conditions:
(a) there being no event of default under the Loan Documents, the Environmental Indemnity or the Guaranty at the time of the Transfer;
(b) Lender’s approval of the transferee, which approval shall not be unreasonably withheld;
(c) the transferee shall be able to make the ERISA representations set forth in Section 4.1.8 hereof and the USA Patriot Act representations set forth in Section 4.1.31 hereof;
(d) the Debt Yield must be not less than twelve (12%) percent;
(e) the Loan to Value Ratio of the Property at the time of the Transfer shall not be greater than fifty (50%) percent based on an Appraisal;
(f) Borrower or the transferee shall pay a fee equal to one percent (1%) of the outstanding principal balance of the Note at the time of the assumption, together with a non-refundable processing fee in the amount of $25,000.00;
(g) the transferee shall expressly assume the Loan Documents and the Environmental Indemnity in a manner satisfactory to Lender as to periods from and after the date of Transfer and an additional guarantor acceptable to Lender shall execute the Guaranty and the Environmental Indemnity with respect to events arising or occurring from and after the date of the Transfer, which additional guarantor must have (in the aggregate if more than one) a net worth of not less than $650,000,000.00;
(h) the transferee must have a net worth not less than $250,000,000.00;
(i) the transferee must be experienced in the ownership and leasing of properties similar to the Property and retain the Manager or a Qualified Hotel Manager, in either case pursuant to an Approved Management Agreement; and
(j) Borrower or transferee shall pay all costs and expenses incurred by Lender in connection with the Transfer, including title insurance premiums, documentation costs and reasonable attorneys’ fees. Notwithstanding anything to the contrary contained herein, no transfer shall release Borrower or Guarantor from their obligations under the Loan Documents, the Environmental Indemnity or the Guaranty with respect to events arising or occurring prior to the date of Transfer.
One-Time Transfer. Right Notwithstanding the foregoing, Lender shall consent to a one-time transfer of the Project to a purchaser, if the Loan is not in default and if Lender approves of the proposed buyer's ownership structure, financial strength, creditworthiness and management capabilities. The transferee and its principals must assume all of Borrower's liabilities and obligations under the terms of the Loan Documents including those liabilities and obligations listed in Section 9.18, clauses (i) through (xii). Borrower and Indemnitor shall not remain liable for any liabilities and obligations described in the Loan Documents and at Section 9.18, clauses (i) through (xii) of the Loan first occurring after such transfer; however, Borrower and Indemnitor shall remain liable for any liabilities and obligations in the Loan Documents and at Section 9.18 clauses (i) through (xii) first occurring prior to such transfer. Such a transfer will be conditioned on the payment of an assumption fee of one percent (1%) of the then outstanding principal balance. Lender shall not be obligated to entertain any request from a proposed buyer for the modification of the Loan Documents.
