Two Time Transfer Right Sample Clauses

Two Time Transfer Right. Borrower shall have a one-time right to assign and transfer its obligations under the Loan to a third party in connection with a sale of the Property, and the Borrower’s said transferee shall likewise have a one-time right to assign its obligations under the Loan to another third party transferee (Borrower’s said transferee and such subsequent transferee are hereinafter sometimes called a “Transferee”), provided that each of the following conditions shall be satisfied, after giving effect to such Transfer: (i) Borrower or Borrower’s Transferee, as applicable, is not then in default under this Mortgage, the Loan Documents or the Indemnity Agreement; (ii) Lender has Approved the proposed Transferee, which Approval shall not be unreasonably withheld; (iii) the proposed Transferee shall be able to make the ERISA representations set forth in the Loan Documents; (iv) the ratio of the combined annual cash flow derived from the Property and the Other Properties (as defined in Section 15.01 hereof) to the combined annual debt service for the Loan shall (x) in the case of the first transfer, be not less than 1.40:1 and (y) in the case of the second transfer, be not less than 1.45:1, all as determined in accordance with GAAP; (v) The ratio of the aggregate remaining balance of the Loan to the combined value of the Property and the Other Properties at the time of the Transfer (which will be determined by Lender at the time of the proposed Transfer in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal) shall not be greater than 75%. The maximum ratio shall be calculated by dividing the aggregate outstanding principal balance of the Loan at the time of Transfer by the combined agreed value of the Property and the Other Properties as of the date of the Transfer; (vi) Borrower shall pay to the Lender a fee equal to one percent (1%) of the aggregate outstanding principal balance of the Notes at the time of such Transfer; (vii) Borrower shall pay to the Lender a processing fee of $20,000 for each Transfer; (viii) the proposed Transferee shall expressly assume the obligations of the Liable Parties under Loan Documents and the Indemnity Agreement in a manner satisfactory to Lender; (ix) the Transferee must have a net worth of at least $100 million, provided, however, that so long as the Transferee has a net worth of not less than $25 million, the actual net worth of the Transferee may be combined with the net...