TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. Upon the occurrence of a Transfer prohibited by or requiring Lender’s approval (if applicable) under this Article VII, Lender may, in Lender’s Discretion, by Notice to Borrower and the proposed transferee(s), modify or render void, any or all of the negotiated modifications to the Loan Documents (and/or deferral of deposits to Reserve Funds) as a condition to Lender’s consent to the proposed Transfer.
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. (a) The occurrence of any of the following events shall constitute an Event of Default under this Instrument:
(1) a Transfer of all or any part of the Mortgaged Property or any interest in the Mortgaged Property;
(2) a Transfer of a Controlling Interest in Borrower;
(3) a Transfer of a Controlling Interest in any entity which owns, directly or indirectly through one or more intermediate entities, a Controlling Interest in Borrower;
(4) a Transfer of all or any part of a Key Principal's ownership interests in Borrower, or in any other entity which owns, directly or indirectly through one or more intermediate entities, an ownership interest in Borrower (other than a Transfer of an aggregate beneficial ownership interest in the Borrower of 49% or less of such Key Principal’s original ownership interest in the Borrower and which does not otherwise result in a Transfer of the Key Principal’s Controlling Interest in such intermediate entities or in the Borrower);
(5) if Key Principal is an entity, (A) a Transfer of a Controlling Interest in Key Principal, or (B) a Transfer of a Controlling Interest in any entity which owns, directly or indirectly through one or more intermediate entities, a Controlling Interest in Key Principal;
(6) if Borrower or Key Principal is a trust, the termination or revocation of such trust; unless the trust is terminated as a result of the death of an individual trustor, in which event Lender must be notified and such Borrower or Key Principal must be replaced with an individual or entity acceptable to Lender, in accordance with the provisions of Section 21(c) hereof, within 90 days of such death (provided however that no property inspection shall be required and a 1% transfer fee will not be charged);
(7) if Key Principal is a natural person, the death of such individual; unless the Lender is notified and such individual is replaced with an individual or entity acceptable to Lender, in accordance with the provisions of Section 21(c) hereof, within 90 days of such death (provided however that no property inspection shall be required and a 1% transfer fee will not be charged);
(8) the merger, dissolution, liquidation, or consolidation of (i) Borrower, (ii) any Key Principal that is a legal entity, or (iii) any legal entity holding, directly or indirectly, a Controlling Interest in the Borrower or in any Key Principal that is an entity; a conversion of Borrower from one type of legal entity into another type of legal entity (including th...
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. [RIGHT TO UNLIMITED TRANSFERS -- WITH LENDER APPROVAL]. Notwithstanding anything to the contrary in this Section 21, no Transfer will be permitted under this Section 21 unless the provisions of Section 33 are satisfied.
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. (a) The occurrence of any of the following events shall constitute an Event of Default under this Instrument:
(1) a Transfer of all or any part of the Mortgaged Property or any interest in the Mortgaged Property;
(2) a Transfer of a Controlling Interest in Borrower;
(3) a Transfer of a Controlling Interest in any entity which owns, directly or indirectly through one or more intermediate entities, a Controlling Interest in Borrower;
(4) a Transfer of all or any part of Key Principal's ownership interests (other than limited partnership interests) in Borrower, or in any other entity which owns, directly or indirectly through one or more intermediate entities, an ownership interest in Borrower;
(5) if Key Principal is an entity, (A) a Transfer of a Controlling Interest in Key Principal, or (B) a Transfer of a Controlling Interest in any entity which owns, directly or indirectly through one or more intermediate entities, a Controlling Interest in Key Principal;
(6) if Borrower or Key Principal is a trust, the termination or revocation of such trust; and
(7) a conversion of Borrower from one type of legal entity into another type of legal entity, whether or not there is a Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default in order to exercise any of its remedies with respect to an Event of Default under this Section 21.
(b) The occurrence of any of the following events shall not constitute an Event of Default under this Instrument, notwithstanding any provision of Section 21(a) to the contrary:
(1) a Transfer to which Lender has consented;
(2) a Transfer that occurs by devise, descent, or by operation of law upon the death of a natural person;
(3) the grant of a leasehold interest in an individual dwelling unit for a term of two years or less not containing an option to purchase;
(4) a Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality, which are free of liens, encumbrances and security interests other than those created by the Loan Documents or consented to by Lender;
(5) the grant of an easement, if before the grant Lender determines that the easement will not materially affect the operation or value of the Mortgaged Property or Lender's interest in the Mortgaged Property, and Borrower pays to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower's req...
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. SECTION 5.01 Transfers and Events that Constitute an Event of Default. Subject to the provisions of Section 5.02, the occurrence of any of the following events shall constitute an Event of Default under this Agreement and each Security Instrument:
(1) a Transfer of all or any part of any Mortgaged Property or any interest in any Mortgaged Property (including, without limitation, any legal or equitable interest therein); or
(2) a Transfer which results in any Borrower not being a GSG Controlled Entity; or
(3) a Transfer which results in WXI/McN Realty, L.L.C. owning, directly or indirectly, less than 51% of the limited partnership interests in any Borrower which is a limited partnership or less than 51% of the general partnership interests in any Borrower which is a general partnership; or
(4) a Transfer which results in WXI/MNL Real Estate L.L.C. (i) owning, directly or indirectly, less than 51% of the membership interests in WXI/McN Realty L.L.C. or (ii) no longer Controlling WXI/McN Realty L.L.C.; or
(5) a Transfer which results in Whitehall XI (i) owning, directly or indirectly less than 51% of the membership interests in WXI/MNL Real Estate L.L.C. or (ii) no longer Controlling WXI/MNL Real Estate L.L.C.; or
(6) a Transfer with respect to any Person who is at the time of reference a Key Principal which results in such Person not being a GSG Controlled Entity; or
(7) a Transfer which results in any general partner of any Borrower not being a GSG Controlled Entity; or
(8) a conversion of any Borrower or Whitehall from one type of legal entity into another type of legal entity, whether or not there is a Transfer, including without limitation, any transaction affecting any Borrower described in clause (G) of the definition of "Transfer". Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default in order to exercise any of its remedies with respect to an Event of Default under this Section 5.01.
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. (a) The occurrence of any of the following events shall constitute an Event of Default under this Instrument:
(1) a Transfer of all or any part of the Mortgaged Property or any interest in the Mortgaged Property;
(2) a Transfer of a Controlling Interest in Borrower;
(3) a Transfer of a Controlling Interest in any entity which owns, directly or indirectly through one or more intermediate entities, a Controlling Interest in Borrower;
(4) a Transfer of all or any part of Key Principal's ownership interests (other than limited partnership interests) in Borrower, or in any other entity which owns, directly or indirectly through one or more intermediate entities, an ownership interest in Borrower;
(5) if Key Principal is an entity, (A) a Transfer of a Controlling Interest in Key Principal, or (B) a Transfer of a Controlling Interest in any entity which owns, directly or indirectly through one or more intermediate entities, a Controlling Interest in Key Principal;
(6) if Borrower or Key Principal is a trust, the termination or revocation of such trust; and
(7) a conversion of Borrower from one type of legal entity into another type of legal entity, whether or not there is a Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default in order to exercise any of its remedies with respect to an Event of Default under this Section 21.
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. (a) Subject to the terms of this Section 21, repayment in full of the Indebtedness is due on sale and/or on refinancing of the Mortgaged Property in a manner inconsistent with the RRDP Loan Agreement, including without limitation payment of all principal and accrued and unpaid interest, absent Permanent Xxxxxx’s written waiver. Permanent Lender may, in its sole discretion, allow the transferee to assume the remaining Indebtedness.
(b) Notwithstanding the foregoing to the contrary, in the case of a transfer of the Mortgaged Property, the Borrower hereby covenants and agrees not to sell, transfer or otherwise dispose of the Mortgaged Property, or any portion thereof, without obtaining the prior written consent of Permanent Lender, which consent shall be in Permanent Lender's sole discretion. Permanent Lender may, in its sole discretion, allow the transferee to assume the remaining Indebtedness.
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. (a) Subject to the terms of this Section 21, 100% of the Indebtedness, including without limitation, payment of all principal and accrued and unpaid interest, is due upon a transfer of the Project, however, notwithstanding the foregoing, depending on the nature of the transferee (e.g., a qualified nonprofit organization, governmental agency tenant group or resident management corporation under a qualified contract), Lender may, in its sole discretion, allow the transferee to assume the remaining Indebtedness.
(b) The Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of OCD, which consent shall be in OCD's sole discretion. The occurrence of any of the following events shall not constitute a transfer under this Mortgage, notwithstanding any provision of Section 21(a) to the contrary:
(i) the pledge to a limited partner by a general partner of the general partner’s interest in a partnership agreement as security for the performance of all of the general partner’s obligations under the partnership agreement;
(ii) a sale, transfer, pledge, encumbrance or other disposition of any investor limited partner/investor member interests in Borrower, unless such transaction results in a sale of more than 51% of the investor limited partner/investor member interests in Borrower; and
(iii) the change in the general partner/managing member of Borrower as general partner/managing member of Borrower in accordance with the terms of the limited partnership agreement/operating agreement of Borrower; provided, however that (A) Borrower shall provide Lender with notice of any such change; and
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. So long as the Loan is held by HUD, Borrower shall not, without the prior written approval of HUD, convey, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Mortgaged Property or any interest therein or permit the conveyance, assignment or transfer of any interest in Borrower (if the effect of such conveyance, assignment or transfer is the creation or elimination of a Principal), unless permitted with HUD approval. Borrower need not obtain the prior written approval of HUD for: (1) a conveyance of the Mortgaged Property at a judicial or non-judicial foreclosure sale under this Security Instrument, (2) inclusion of the Mortgaged Property in a bankruptcy estate by operation of law under the United States Bankruptcy Code, or (3) acquisition of an interest by inheritance or by Court decree.
TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER. (a) Borrower hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of LHC, which consent shall be in LHC's sole and reasonable discretion. Absent LHC’s written consent and subject to the terms of this Section 20, 100% of the Indebtedness, including without limitation, payment of all principal and accrued and unpaid interest, is due upon any sale or refinancing of the Project, (other than for the purpose of refinancing all or any part of any loan secured by a mortgage which is senior to this Mortgage, including reasonable and necessary costs associated with the closing and/or the refinancing, as long as (1) such refinancing of all or any part of such senior loan does not require LHC to modify the terms of its Loan Documents or otherwise extend the term of the Indebtedness, and (2) the aggregate principal amount of the senior loan is not increased beyond the amount necessary to cover reasonable and necessary costs associated with the closing and/or refinancing). LHC may, in its sole and reasonable discretion, allow the transferee to assume the remaining Indebtedness, and/or may accept less than 100% of the amounts then due, but such waiver will not constitute forgiveness of any Indebtedness.
(b) Notwithstanding the foregoing to the contrary, provided that Borrower delivers notice to LHC of any such change, and that any entity replacing the general partner of the Borrower is under direct or indirect common control or management of, or has a Controlling Interest in, the Investor:
i. the pledge to a limited partner by a general partner of the general partner’s interest in the Organizational Documents as security for the performance of all of the general partner’s obligations under the Organizational Documents shall not constitute a refinancing for purposes of this Mortgage or the Loan Documents;
ii. a sale, transfer, pledge, encumbrance or other disposition of any Investor interests in Borrower shall not require LHC’s consent nor constitute a sale of the Project for the purposes of this Section 20, unless such transaction results in a sale of more than 51% of the Investor interest in Borrower; and
iii. the change in the general partner of Borrower as general partner of Borrower in accordance with the terms of the Organizational Documents shall not require LHC consent nor constitute a sale of the Project for the purposes of this Section 20. Notwithstanding the fo...
