TRANSFER, MERGER OR CONSOLIDATION IN CONDUCTING BUSINESS
OF THE NATURE CURRENTLY CONDUCTED BY GUARANTOR IN RESPECT OF THE PROJECT'S TYPE,
OR (IV) ANY ISSUANCE OR TRANSFER OF INDIRECT INTERESTS IN BORROWER TO OR BETWEEN
ACCOMMODATION HOLDERS OF ANY DIRECT OR INDIRECT OWNER OF BORROWER ORGANIZED AS A
REAL ESTATE INVESTMENT TRUST OR A TRANSFER OF DIRECT INTERESTS IN BORROWER TO A
REAL ESTATE INVESTMENT TRUST CONTROLLED BY AND AT LEAST NINETY PERCENT (90%)
OWNED BY GUARANTOR OR THE REIT.
FOR PURPOSES OF THIS SECTION 9.1, "MULTI-ASSET
PERSON" MEANS A PERSON IN RESPECT OF WHICH THE NET OPERATING INCOME FROM THE
PROJECT (OR SUCH PORTION THEREOF ALLOCABLE TO SUCH PERSON) REPRESENTS LESS THAN
50% OF SUCH PERSON'S AGGREGATE GROSS INCOME.
(4)
BORROWER MAY, WITHOUT THE CONSENT OF ADMINISTRATIVE AGENT OR
THE LENDERS, (A) MAKE IMMATERIAL TRANSFERS OF PORTIONS OF THE PROJECT TO
GOVERNMENTAL AUTHORITIES FOR DEDICATION OR PUBLIC USE AND (B) GRANT EASEMENTS,
RESTRICTIONS, COVENANTS, RESERVATIONS AND RIGHTS-OF-WAY (INCLUDING RECIPROCAL
EASEMENTS AND OPERATING AGREEMENTS) IN THE ORDINARY COURSE OF
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BUSINESS FOR ACCESS, WATER AND SEWER LINES, TELEPHONE OR OTHER FIBER OPTIC OR
OTHER DATA TRANSMISSION LINES, ELECTRIC LINES OR OTHER UTILITIES, COMMON AREAS
OR FOR OTHER PURPOSES CUSTOMARY FOR PROPERTIES SIMILAR TO THE PROJECT, PROVIDED
THAT NO SUCH TRANSFER, CONVEYANCE OR ENCUMBRANCE SET FORTH IN THE FOREGOING
CLAUSE (A) OR (B) WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT. IN CONNECTION WITH ANY TRANSFER PERMITTED PURSUANT TO THIS SECTION
9.1(4), ADMINISTRATIVE AGENT SHALL EXECUTE AND DELIVER ANY INSTRUMENT REASONABLY
NECESSARY OR APPROPRIATE, IN THE CASE OF THE TRANSFERS REFERRED TO IN CLAUSE (A)
ABOVE, TO RELEASE THE PORTION OF THE PROJECT AFFECTED THEREBY FROM THE LIEN OF
THE MORTGAGE OR, IN THE CASE OF CLAUSE (B) ABOVE, TO SUBORDINATE THE LIEN OF THE
MORTGAGE TO SUCH EASEMENTS, RESTRICTIONS, COVENANTS, RESERVATIONS AND
RIGHTS-OF-WAY OR OTHER SIMILAR GRANTS UPON RECEIPT BY ADMINISTRATIVE AGENT OF
(I) A COPY OF THE INSTRUMENT OR INSTRUMENTS OF TRANSFER; (II) A CERTIFICATE FROM
A RESPONSIBLE PERSON OF BORROWER STATING (X) WITH RESPECT TO ANY SUCH TRANSFER,
THE CONSIDERATION, IF ANY, BEING PAID FOR SUCH TRANSFER AND (Y) THAT SUCH
TRANSFER WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(III) THE REIMBURSEMENT OF ALL OF ADMINISTRATIVE AGENT'S REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH SUCH TRANSFER.
BORROWER SHALL HAVE DELIVERED TO ADMINISTRATIVE AGENT ALL DOCUMENTARY DELIVERIES
REQUIRED PURSUANT TO THIS SECTION 9.1(4) AT LEAST FIFTEEN (15) DAYS PRIOR TO THE
REQUESTED EFFECTIVE DATE OF SUCH PROPOSED TRANSFER (EXCEPT AS ADMINISTRATIVE
AGENT MAY IN ITS REASONABLE DISCRETION SHORTEN SUCH PERIOD).
SECTION 9.2
PROPERTY TAXES.
(1)
EXCEPT TO THE EXTENT BORROWER HAS TIMELY DELIVERED THE MONTHLY
TAX DEPOSITS TO ADMINISTRATIVE AGENT PURSUANT TO SUBSECTION (2) BELOW, BORROWER
SHALL PAY BEFORE ANY FINE, PENALTY, INTEREST OR COST MAY BE ADDED THERETO, AND
SHALL NOT ENTER INTO ANY AGREEMENT TO DEFER, ANY REAL ESTATE TAXES AND
ASSESSMENTS, FRANCHISE TAXES AND CHARGES, AND OTHER GOVERNMENTAL CHARGES THAT
MAY BECOME A LIEN UPON THE PROJECT