THIS AGREEMENT.
(V)
A TRANSFER OF 100% OF THE OWNERSHIP INTERESTS IN THE BORROWER TO A
SINGLE PURPOSE ENTITY THAT IS WHOLLY OWNED BY
THE KEY PRINCIPAL.
Section 8.13.
Transfer of Ownership of
Mortgaged Property.
(A)
PROHIBITION ON TRANSFERS.
SUBJECT TO PARAGRAPH (B) OF THIS
SECTION, BORROWER SHALL NOT CAUSE OR PERMIT A TRANSFER OF ALL OR ANY PART OF A
MORTGAGED PROPERTY OR INTEREST IN ANY MORTGAGED PROPERTY.
(B)
PERMITTED TRANSFERS.
NOTWITHSTANDING PROVISION (A) OF THIS
SECTION OR ANY OTHER PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO
THE CONTRARY, THE FOLLOWING TRANSFERS OF A MORTGAGED PROPERTY BY BORROWER ARE
PERMITTED WITHOUT THE CONSENT OF LENDER:
(I)
THE GRANT OF A LEASEHOLD INTEREST IN INDIVIDUAL DWELLING UNITS OR
COMMERCIAL SPACES IN ACCORDANCE WITH THE SECURITY INSTRUMENT.
(II)
A SALE OR OTHER DISPOSITION OF OBSOLETE OR WORN OUT PERSONAL
PROPERTY WHICH IS CONTEMPORANEOUSLY REPLACED BY COMPARABLE PERSONAL PROPERTY OF
EQUAL OR GREATER VALUE WHICH IS FREE AND CLEAR OF LIENS, ENCUMBRANCES AND
SECURITY INTERESTS OTHER THAN THOSE CREATED BY THE LOAN DOCUMENTS OR PERMITTED
LIENS.
(III)
THE CREATION OF A MECHANIC'S OR MATERIALMEN'S LIEN OR JUDGMENT
LIEN AGAINST A MORTGAGED PROPERTY WHICH IS RELEASED OF RECORD, BONDED OR
OTHERWISE REMEDIED TO LENDER'S SATISFACTION WITHIN THIRTY (30) DAYS OF THE DATE
OF CREATION.
(IV)
THE GRANT OF AN EASEMENT IF, PRIOR TO THE GRANTING OF THE
EASEMENT, BORROWER CAUSES TO BE SUBMITTED TO LENDER ALL INFORMATION REQUIRED BY
LENDER TO EVALUATE THE
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EASEMENT, AND IF LENDER CONSENTS TO SUCH EASEMENT BASED UPON LENDER'S
DETERMINATION THAT THE EASEMENT WILL NOT MATERIALLY ADVERSELY AFFECT THE
OPERATION OF THE MORTGAGED PROPERTY OR LENDER'S INTEREST IN THE MORTGAGED
PROPERTY AND BORROWER PAYS TO LENDER, ON DEMAND, ALL REASONABLE THIRD PARTY
OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY LENDER IN CONNECTION WITH REVIEWING
BORROWER'S REQUEST.
LENDER SHALL NOT UNREASONABLY WITHHOLD ITS CONSENT TO OR
WITHHOLD ITS AGREEMENT TO SUBORDINATE THE LIEN OF A SECURITY INSTRUMENT TO
(1) THE GRANT OF A UTILITY EASEMENT SERVING A MORTGAGED PROPERTY TO A PUBLICLY
OPERATED UTILITY, OR (2) THE GRANT OF AN EASEMENT RELATED TO EXPANSION OR
WIDENING OF ROADWAYS, DRIVEWAYS OR PARKING AREAS, PROVIDED THAT ANY SUCH
EASEMENT IS IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER AND DOES NOT
MATERIALLY AND ADVERSELY AFFECT THE ACCESS, USE OR MARKETABILITY OF A MORTGAGED
PROPERTY.
(V)
THE EXECUTION OF THE OPERATING LEASE AND ANY SUB-LEASE, AND OF ANY
REPLACEMENT OPERATING LEASE AND ANY REPLACEMENT SUB-LEASE ENTERED INTO IN
ACCORDANCE WITH SECTION 8.19.
(VI)
ANY COMMERCIAL SUB-LEASE OF A MORTGAGED PROPERTY PERMITTED BY
SECTION 4 OF ANY SUBORDINATION, ASSIGNMENT AND SECURITY AGREEMENT.
(C)
ASSUMPTION OF COLLATERAL POOL.
NOTWITHSTANDING PARAGRAPH (A) OF
THIS SECTION, A TRANSFER OF THE ENTIRE COLLATERAL POOL MAY BE PERMITTED WITH THE
PRIOR WRITTEN CONSENT OF LENDER IF EACH OF THE FOLLOWING REQUIREMENTS IS
SATISFIED:
(I)
THE TRANSFEREE ("NEW COLLATERAL POOL BORROWER") IS A
SINGLE-PURPOSE ENTITY, IS NOT DIRECTLY OR INDIRECTLY OWNED BY AND IS NOT A
PROHIBITED PERSON AND EXECUTES AN ASSUMPTION AGREEMENT THAT IS