Common use of Permitted Equity Transfers Clause in Contracts

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor or in any general partner or member of Trustor shall be freely transferable without the consent of Beneficiary, (ii) any involuntary transfer caused by the death of Trustor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor remain unchanged as a result of such death or any replacement management is approved by Beneficiary, (iii) gifts for estate planning purposes of any individual’s interests in Trustor or in any of Trustor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor remain unchanged following such gift or any replacement management is approved by Beneficiary and (iv) membership interests in Trustor and interests in any member of Trustor or in any partner of any member of Trustor may be transferred without the consent of Beneficiary so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of Trustor, where the term “control” means the power to direct the management and policies of Trustor, provided, that in all of the foregoing cases shall such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor pursuant to the terms hereof, Trustor agrees to contemporaneously furnish to Beneficiary a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary in Beneficiary’s sole and DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor shall provide Beneficiary with copies of the applicable transfer documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor Mortgagor or in any general partner or member of Trustor Mortgagor shall be freely transferable without the consent of BeneficiaryMortgagee, (ii) any involuntary transfer caused by the death of Trustor Mortgagor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust Mortgage so long as Trustor Mortgagor is reconstituted, if MORTGAGE (SOUTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 required, following such death and so long as those persons responsible for the management of the Property and Trustor Mortgagor remain unchanged as a result of such death or any replacement management is approved by BeneficiaryMortgagee, (iii) gifts for estate planning purposes of any individual’s interests in Trustor Mortgagor or in any of TrustorMortgagor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust Mortgage so long as Trustor Mortgagor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor Mortgagor remain unchanged following such gift or any replacement management is approved by Beneficiary Mortgagee and (iv) membership interests in Trustor Mortgagor and interests in any member of Trustor Mortgagor or in any partner of any member of Trustor Mortgagor may be transferred without the consent of Beneficiary Mortgagee so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of TrustorMortgagor, where the term “control” means the power to direct the management and policies of TrustorMortgagor, provided, that in all of the foregoing cases shall such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor Mortgagor pursuant to the terms hereof, Trustor Mortgagor agrees to contemporaneously furnish to Beneficiary Mortgagee a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary Mortgagee in BeneficiaryMortgagee’s sole and DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor Mortgagor shall provide Beneficiary Mortgagee with copies of the applicable transfer documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.

Permitted Equity Transfers. Notwithstanding the foregoingrestrictions contained in this Article 6, howeverin addition to Permitted Transfers, the following transfers (iany such Transfer, a “Permitted Equity Transfer”) limited partnership shall be permitted without Lender’s consent or notice to Lender: (a) the Sale or Pledge, in one or a series of transfers, of the direct or indirect legal or beneficial equity interests in Trustor Borrower or direct or indirect interests in any general partner Restricted Party (excluding the direct interests in Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity or member any Mortgage SPE Component Entity); (b) transfers by devise or descent or by operation of Trustor shall be freely transferable without the consent of Beneficiary, (ii) any involuntary transfer caused by law upon the death of Trustor a natural person; (c) transfers of direct or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor remain unchanged as a result of such death or any replacement management is approved by Beneficiary, (iii) gifts indirect interests in Borrower for estate planning purposes to the spouse, any lineal descendant, sibling or parent of any individual’s interests in Trustor or in such transferor (including any of Trustor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individualforegoing by adoption), or to a trust for the benefit of any one or more of such individualPersons (excluding the direct interests in Borrower, spouseMezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity or lineal descendantany Mortgage SPE Component Entity); (d) transfers of Publicly Traded Shares in a Public Vehicle or of any direct or indirect equity interest of any Person whose only equity interest in Borrower consists of Publicly Traded Shares in a Public Vehicle; provided, that, with respect to clauses (a) through (d) above, (i) after giving effect to such Sale or Pledge (and in the case of a Sale or Pledge that is an upper-tier pledge for security purposes, any subsequent foreclosure thereon), (A) Sponsor, a Qualified Equityholder, and/or a Qualified Public Company shall collectively own not less than twenty-five percent (25%) of the economic and direct or indirect legal and beneficial interests in Borrower, Mezzanine A Borrower and Mortgage Borrower on an unencumbered and look-through basis, (B) Sponsor or a Qualified Equityholder shall Control Borrower, Mezzanine A Borrower, Mortgage Borrower and Guarantor, and (C) each Property shall continue to be managed by a Qualified Manager, (ii) no Sale or Pledge of any direct interest in Borrower, any Mortgage Borrower, Mezzanine A Borrower, any SPE Component Entity, any Mortgage SPE Component Entity or any Mezzanine A SPE Component Entity shall be permitted (other than pledges securing the Loan and the Mezzanine A Loan), (iii) no Borrower, Mezzanine A Borrower, Mortgage Borrower, SPE Component Entity, Mezzanine A SPE Component Entity or no Mortgage SPE Component Entity shall fail to be a Special Purpose Entity pursuant to, and in accordance with, Article 5 hereof by reason of such Sale or Pledge, (iv) after giving effect to such transfers, Borrower shall continue to own 100% of the Collateral and Mezzanine A Borrower shall continue to own 100% of the Mezzanine A Collateral, (v) if such transfer is a KYC Transfer, (A) Borrower shall deliver to Lender (x) an Officer’s Certificate certifying that each KYC Transferee is not a Prohibited Person, in each case effective as of the date of the consummation of the applicable KYC Transfer, and (y) Satisfactory Search Results for such KYC Transferee, (B) such KYC Transferee has satisfied Lender’s “know your customer” requirements, and (C) Borrower shall deliver prior written notice of such proposed KYC Transfer to Lender and such KYC Transfer shall not be deemed permitted hereunder until the requirements of this clause (v) are satisfied, (vi) prior to any transfer which, after giving effect to such transfer, results in more than the aggregate of forty-nine (49%) of the indirect interests in Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity and/or any Mortgage SPE Component Entity being transferred to a Default under Person not owning at least forty-nine (49%) of the indirect interests in Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity and/or any Mortgage SPE Component Entity, as applicable, prior to such transfer, Borrower shall deliver to Lender a New Non-Consolidation Opinion or a “bring-down” of the Non-Consolidation Opinion reasonably acceptable to Lender and, if required by Lender, the Rating Agencies. In connection with any transfer consummated in accordance with the terms of this Deed Section 6.3, the organizational documents of Trust any Person that owns an indirect interest in Borrower may be amended to reflect such transfer so long as Trustor is reconstitutedany such amendment does not violate the terms and provisions of Article 5 hereof. Notwithstanding anything to the contrary contained herein, if requiredXxxxxx’s receipt of a Rating Agency Confirmation shall not be required in connection with a Permitted Equity Transfer, (vii) such transfer shall not trigger any right of first refusal, following such gift and so long as those persons responsible for the management option to purchase or default under any of the Property and Trustor remain unchanged following such gift Documents or any replacement management is approved by Beneficiary and (iv) membership interests in Trustor and interests in any member Lease that has not expired or been waived prior to the consummation of Trustor or in any partner of any member of Trustor may be transferred without the consent of Beneficiary so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any default under the Property Management Agreement which has not been waived in writing by Manager prior to the consummation of their wholly owned affiliates such transfer, (viii) to the extent Sponsor no longer Controls Borrower, Mezzanine A Borrower and Mortgage Borrower or subsidiariesowns a beneficial interest in Borrower, “controls” Mezzanine A Borrower or Mortgage Borrower, Borrower delivers to Lender (x) a Replacement Guaranty for obligations and liabilities under the affairs Guaranty and Environmental Indemnity occurring from and after such Sale or Pledge from a Replacement Guarantor and (y) the organizational documents of Trustorsuch Replacement Guarantor, where resolutions authorizing such Replacement Guarantor to enter into either the term “control” means the power to direct the management and policies of Trustor, provided, that in all assumption of the foregoing cases shall Guaranty or a Replacement Guaranty and an enforceability and execution opinion covering the enforceability of such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions assumption of the last sentence of Section 6.15.c.(i). In Guaranty or the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests Replacement Guaranty against such Replacement Guarantor in Trustor pursuant to the terms hereof, Trustor agrees to contemporaneously furnish to Beneficiary a new limited guaranty of the Loan (in same form and substance as executed at closing the enforceability opinion delivered to Lender on the Closing Date (or in such other form as reasonably approved by Lender), upon which delivery the previous guarantor shall be released from any further liability under the Guaranty and Environmental Indemnity from acts, events and/or circumstances that arise from and after the date of such Sale or Pledge except liabilities caused by Guarantor and/or its Affiliates and such obligations that expressly survive termination, and (ix) Borrower shall pay all reasonable third-party out-of-pocket costs and expenses of Lender incurred in connection with Xxxxxx’s review of any transfer or proposed transfer, including, without limitation, reasonable attorneys’ fees and expenses whether or not such transfer is actually consummated; (e) A Public Sale; provided that (i) if after giving effect to any such Public Sale, more than forty-nine percent (49%) in the aggregate of the Loanindirect interests in Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity and/or any Mortgage SPE Component Entity are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) of the indirect interest in Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity and/or any Mortgage SPE Component Entity, as applicable, prior to such Transfer, Borrower shall deliver to Lender a New Non-Consolidation Opinion or a “bring-down” of the Non-Consolidation Opinion reasonably acceptable to Lender and, to the extent a rated Securitization has occurred, the Rating Agencies, (ii) Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity and any Mortgage SPE Component Entity shall not fail to be a Special Purpose Entity pursuant to, and in accordance with, Article 5 hereof by reason of such Public Sale, and (iii) with respect to any KYC Transfer, (A) Borrower shall deliver to Lender (x) an Officer’s Certificate certifying that each KYC Transferee is not a new guarantor satisfactory to Beneficiary Prohibited Person, in Beneficiary’s sole and DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor shall provide Beneficiary with copies each case effective as of the date of the consummation of the applicable transfer documents or governing instruments in each KYC Transfer, and (y) Satisfactory Search Results for such KYC Transferee, (B) such KYC Transferee has satisfied Lender’s “know your customer” requirements, and (C) Borrower shall deliver prior written notice of such proposed KYC Transfer to Lender and such KYC Transfer shall not be deemed permitted hereunder until the foregoing instances in the preceding sentence within fifteen requirements of this clause (15iii) days of the effective date are satisfied. Upon completion of any such transfer Public Sale subject to and in accordance with the provisions of this Section 6.3(e), Guarantor shall be released as a guarantor under (I) the Guaranty for any acts occurring from and after such Public Sale (other than acts caused by Guarantor and/or its Affiliates); provided that Borrower delivers to Lender (x) a Replacement Guaranty for obligations and liabilities under the Guaranty and Environmental Indemnity occurring from and after such Public Sale from a Replacement Guarantor and (y) the organizational documents of such Replacement Guarantor, resolutions authorizing such Replacement Guarantor to enter into either the assumption of the Guaranty or changea Replacement Guaranty and an enforceability and execution opinion covering the enforceability of such assumption of the Guaranty or the Replacement Guaranty against such Replacement Guarantor in the same form and substance as the enforceability opinion delivered to Lender on the Closing Date (or in such other form as reasonably approved by Lender). For purposes of clarity, the provisions of this Section 6.3(e) shall not restrict the Qualified Public Company (or any direct or indirect owner of the Qualified Public Company, but excluding Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity and any Mortgage SPE Component Entity) from effectuating a restructuring and such Qualified Public Company (or any direct or indirect owner of the Qualified Public Company, but excluding Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPE Component Entity, any Mezzanine A SPE Component Entity and any Mortgage SPE Component Entity) shall be permitted to effectuate a restructuring, including amending or modifying its organizational documents or commercial arrangements including any amendments or modifications reasonably determined by such Qualified Public Company to be required to satisfy stock exchange, quotation system listing or trading requirements. Notwithstanding anything to the contrary contained herein, Xxxxxx’s receipt of a Rating Agency Confirmation shall not be required in connection with a Public Sale.

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor Grantor or in any general partner or member of Trustor Grantor shall be freely transferable without the consent of BeneficiaryLender, (ii) any involuntary transfer caused by the death of Trustor Grantor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged as a result of such death or any replacement management is approved by BeneficiaryLender, (iii) gifts for estate planning purposes of any individual’s interests in Trustor Grantor or in any of TrustorGrantor’s general partners, managing members or joint venturers to the spouse or any lineal DEED OF TRUST (VIRGINIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 00-00000000/Xxxxx Xx. 000 descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged following such gift or any replacement management is approved by Beneficiary Lender and (iv) membership interests in Trustor Grantor and interests in any member of Trustor Grantor or in any partner of any member of Trustor Grantor may be transferred without the consent of Beneficiary Lender so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of TrustorGrantor, where the term “control” means the power to direct the management and policies of TrustorGrantor, provided, that in all of the foregoing cases shall such transfer shall be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor Grantor pursuant to the terms hereof, Trustor Grantor agrees to contemporaneously furnish to Beneficiary Lender a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary Lender in BeneficiaryLender’s sole and DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor Grantor shall provide Beneficiary Lender with copies of the applicable transfer documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor Grantor or in any general partner or member of Trustor Grantor shall be freely transferable without the consent of BeneficiaryLender, (ii) any involuntary transfer caused by the death of Trustor Grantor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged as a result of such death or any replacement management is approved by BeneficiaryXxxxxx, (iii) gifts for estate planning purposes of any individual’s interests in Trustor Grantor or in any of TrustorGrantor’s general partners, managing members or joint venturers to the spouse or any lineal DEED OF TRUST (VIRGINIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113748/Store No. 568 descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged following such gift or any replacement management is approved by Beneficiary Xxxxxx and (iv) membership interests in Trustor Grantor and interests in any member of Trustor Grantor or in any partner of any member of Trustor Grantor may be transferred without the consent of Beneficiary Lender so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of TrustorGrantor, where the term “control” means the power to direct the management and policies of TrustorGrantor, provided, that in all of the foregoing cases shall such transfer shall be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor Grantor pursuant to the terms hereof, Trustor Xxxxxxx agrees to contemporaneously furnish to Beneficiary Lender a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary Lender in BeneficiaryXxxxxx’s sole and DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor Grantor shall provide Beneficiary Lender with copies of the applicable transfer documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor Grantor or in any general partner or member of Trustor Grantor shall be freely transferable without the consent of BeneficiaryLender, (ii) any involuntary transfer caused by the death of Trustor Grantor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged as a result of such death or any replacement management is approved by BeneficiaryLender, (iii) gifts for estate planning purposes of any individual’s interests in Trustor Grantor or in any of TrustorGrantor’s general partners, managing members or joint venturers to the spouse or any lineal DEED OF TRUST (VIRGINIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged following such gift or any replacement management is approved by Beneficiary Lender and (iv) membership interests in Trustor Grantor and interests in any member of Trustor Grantor or in any partner of any member of Trustor Grantor may be transferred without the consent of Beneficiary Lender so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of TrustorGrantor, where the term “control” means the power to direct the management and policies of TrustorGrantor, provided, that in all of the foregoing cases shall such transfer shall be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor Grantor pursuant to the terms hereof, Trustor Grantor agrees to contemporaneously furnish to Beneficiary Lender a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary Lender in BeneficiaryLender’s sole and DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor Grantor shall provide Beneficiary Lender with copies of the applicable transfer documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor Grantor or in any general partner or member of Trustor Grantor shall be freely transferable without the consent of BeneficiaryGrantee, (ii) any involuntary transfer caused by the death of Trustor Grantor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Security Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged as a result of such death or any replacement management is approved by BeneficiaryGrantee, (iii) gifts for estate planning purposes of any individual’s interests in Trustor Grantor or in any of TrustorGrantor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Security Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged following such gift or any replacement management is approved by Beneficiary Xxxxxxx and (iv) membership interests in Trustor Grantor and interests in any member of Trustor Grantor or in any partner of any member of Trustor Grantor may be transferred without the consent of Beneficiary Grantee so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of TrustorGrantor, where the term “control” means the power to direct the management and policies of TrustorGrantor, provided, that in all of the foregoing cases shall such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor Grantor pursuant to the terms hereof, Trustor Xxxxxxx agrees to contemporaneously furnish to Beneficiary Grantee a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary Grantee in BeneficiaryXxxxxxx’s sole and absolute discretion. Grantor shall provide Grantee with copies of the applicable transfer DEED OF TRUST TO SECURE DEBT (NORTH CAROLINAGEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan XxNo. 0002-0000000062113573/Xxxxx XxStore No. 000 absolute discretion. Trustor shall provide Beneficiary with copies of the applicable transfer 523 documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor Grantor or in any general partner or member of Trustor Grantor shall be freely transferable without the consent of BeneficiaryLender, (ii) any involuntary transfer caused by the death of Trustor Grantor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged as a result of such death or any replacement management is approved by BeneficiaryXxxxxx, (iii) gifts for estate planning purposes of any individual’s interests in Trustor Grantor or in any of TrustorGrantor’s general partners, managing members or joint venturers to the spouse or any lineal DEED OF TRUST (VIRGINIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113730/Store No. 560 descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged following such gift or any replacement management is approved by Beneficiary Xxxxxx and (iv) membership interests in Trustor Grantor and interests in any member of Trustor Grantor or in any partner of any member of Trustor Grantor may be transferred without the consent of Beneficiary Lender so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of TrustorGrantor, where the term “control” means the power to direct the management and policies of TrustorGrantor, provided, that in all of the foregoing cases shall such transfer shall be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor Grantor pursuant to the terms hereof, Trustor Xxxxxxx agrees to contemporaneously furnish to Beneficiary Lender a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary Lender in BeneficiaryXxxxxx’s sole and DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor Grantor shall provide Beneficiary Lender with copies of the applicable transfer documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor Grantor or in any general partner or member of Trustor Grantor shall be freely transferable without the consent of BeneficiaryGrantee, (ii) any involuntary transfer caused by the death of Trustor Grantor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Security Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged as a result of such death or any replacement management is approved by BeneficiaryGrantee, (iii) gifts for estate planning purposes of any individual’s interests in Trustor Grantor or in any of TrustorGrantor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Security Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged following such gift or any replacement management is approved by Beneficiary Xxxxxxx and (iv) membership interests in Trustor Grantor and interests in any member of Trustor Grantor or in any partner of any member of Trustor Grantor may be transferred without the consent of Beneficiary Grantee so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of TrustorGrantor, where the term “control” means the power to direct the management and policies of TrustorGrantor, provided, that in all of the foregoing cases shall such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor Grantor pursuant to the terms hereof, Trustor Xxxxxxx agrees to contemporaneously furnish to Beneficiary Grantee a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary Grantee in BeneficiaryXxxxxxx’s sole and absolute discretion. Grantor shall provide Grantee with copies of the applicable transfer DEED OF TRUST TO SECURE DEBT (NORTH CAROLINAGEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan XxNo. 0002-0000000062113532/Xxxxx XxStore No. 000 absolute discretion. Trustor shall provide Beneficiary with copies of the applicable transfer 588 documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.

Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor Grantor or in any general partner or member of Trustor Grantor shall be freely transferable without the consent of BeneficiaryGrantee, (ii) any involuntary transfer caused by the death of Trustor Grantor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Security Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged as a result of such death or any replacement management is approved by BeneficiaryGrantee, (iii) gifts for estate planning purposes of any individual’s interests in Trustor Grantor or in any of TrustorGrantor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Security Deed of Trust so long as Trustor Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor Grantor remain unchanged following such gift or any replacement management is approved by Beneficiary Xxxxxxx and (iv) membership interests in Trustor Grantor and interests in any member of Trustor Grantor or in any partner of any member of Trustor Grantor may be transferred without the consent of Beneficiary Grantee so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of TrustorGrantor, where the term “control” means the power to direct the management and policies of TrustorGrantor, provided, that in all of the foregoing cases shall such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor Grantor pursuant to the terms hereof, Trustor Xxxxxxx agrees to contemporaneously furnish to Beneficiary Grantee a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary Grantee in BeneficiaryXxxxxxx’s sole and absolute discretion. Grantor shall provide Grantee with copies of the applicable transfer DEED OF TRUST TO SECURE DEBT (NORTH CAROLINAGEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan XxNo. 0002-0000000062113557/Xxxxx XxStore No. 000 absolute discretion. Trustor shall provide Beneficiary with copies of the applicable transfer 613 documents or governing instruments in each of the foregoing instances in the preceding sentence within fifteen (15) days of the effective date of any such transfer or change.