[(iv)] [have a Net Worth and Liquidity of not less than the transferor has as of [the Effective Date][the date of the Transfer];] and [DRAFTING NOTE: LENDER SHALL SELECT ONE OR MORE OF THE FOLLOWING STANDARDS FOR COMMERCIAL REAL ESTATE EXPERIENCE PROVIDED IN THE LENDER MEMO: [(v)] [have (a) not less than the years of experience of the original Key Principal owning, operating or investing in commercial real estate or multifamily projects similar to the Mortgaged Property, and (b) multifamily units under management not less than the number of multifamily units than the original Key Principal has under management as of the date of the Transfer] [(vi)] [have (a) at least [__________ (__)] years of experience owning, operating or investing in commercial real estate or multifamily projects similar to the Mortgaged Property, and (b) have at least [__________ (__)]multifamily units under management] [(vii)] [have at least [__________ (__)] multifamily units under management];] (F) Fees. Borrower shall pay to Lender: (i) concurrently with its notice to Lender, the Review Fee plus a Transfer Fee of $_________ [DRAFTING NOTE: SEE LENDER MEMO FOR LIMITATIONS]; and (ii) upon demand, any out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by Lender in connection with its review of the Transfer request; and (G) Further Assurances. Borrower shall execute upon demand such documents or certifications as Lender reasonably requires in order to confirm the post-transfer ownership structure, compliance with the stated conditions, and any other relevant factual
SCHEDULE 3 (Key Principal Affiliate as New Key Principal) TO MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (Transfers of Ownership Interests; Change of Control – Replacement or Divestment of Key Principal) Section 11.03[(h)] (Additional Permitted Transfers) is hereby amended by deleting the heading and first paragraph of subsection (1) in their entirety and replacing them with the following: (1) Prohibited Transfers of Ownership Interests Resulting in a Change of Control (Key Principal Affiliate as New Key Principal). Notwithstanding the restriction contained in Section 11.02(b)(2)(B) (Interests in Borrower, Key Principal, or Guarantor), a replacement of Key Principal by an affiliate of Key Principal shall be permitted, provided the following conditions are satisfied: Section 11.03[(h)](1)(A) (Notice) is hereby amended by deleting it in its entirety and replacing it with the following: (A) Notice and Approval. Borrower shall provide Lender not less than thirty (30) days prior written notice of the proposed Transfer and obtain Lender’s approval, which approval shall not be unreasonably withheld, delayed or conditioned provided all other conditions to the Transfer are satisfied; Section 11.03[(h)](1)(E) (Transferee Status) is hereby amended by deleting it in its entirety and replacing it with the following: (E) Transferee Status. The new key principal shall, as of the date of the Transfer: (1) not be a Prohibited Person; (2) be Controlled by, Controlling or under common Control with Key Principal; and (3) have a Net Worth and Liquidity not less than that of Key Principal.