201400400 - Laserfiche WebLink

Browse

201.40040 "Replacement Guaranty" shall have the meaning ascribed to such term in paragraph 9(d)(4) hereof. "Sale" shall mean the sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer of the Mortgaged Property or any part thereof or any interest therein, or the permitting of the Mortgaged Property or any part thereof or any interest therein to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred. A Sale shall be deemed to include, without limitation: (i) an installment sales agreement wherein Borrower agrees to sell the Mortgaged Property or any part thereof or any interest therein for a price to be paid in installments (provided, however, that a "Sale" shall not include the execution and delivery of a contract for sale of any portion of the Mortgaged Property which is not an installment sales agreement until the execution and delivery of a deed or other conveyance instrument contemplated thereby); (ii) an agreement by Borrower leasing all or a substantial part of the Mortgaged Property for other than actual occupancy by a space lessee thereunder; (iii) a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to the Lease or any Rents, except as evidenced by this Security Instrument, the Assignment or the other Loan Documents; and (iv) any divestiture of Borrower's fee or leasehold, as applicable, title to the Mortgaged Property or any part thereof or any interest therein in any manner or way, whether voluntary or involuntary, or any merger, consolidation, dissolution or syndication affecting Borrower, except in the case of a foreclosure by Lender. "Transfer" shall mean (i) any transfer, pledge or encumbrance (whether voluntary or involuntary) in one or a series of transactions in which all or any portion of the Beneficial Ownership Interest in Borrower is transferred, pledged or encumbered to a Person who is not, as of the date of such transfer, an existing holder of all or a part of the Beneficial Ownership Interest in Borrower, or (ii) any transfer of the "management and control" (as defined below) in an existing holder of the primary Beneficial Ownership Interest in Borrower (such transfer shall be a "Transfer" of that Borrower). The term "management and control" as used herein shall mean (A) if referring to a limited liability company that is member - managed, then any managing member interest, (B) if referring to a partnership (whether general or limited), then any general partner interest (excluding any general partner interest held by an SPC Member) or fifty -one percent (51 %) or more of the limited partnership interests, and (C) if referring to any other type of entity, then fifty -one percent (51%) or more of the economic interest in such entity. Notwithstanding the foregoing, a Transfer shall not be deemed to exist if the following conditions are satisfied: (w) the transfer in one or a series of transactions aggregates less than forty -nine percent (49 %) of the Beneficial Ownership Interest in Borrower; (x) such transfer does not change the actual control of Borrower; (y) such transfer does not adversely affect the bankruptcy remote structure of the Borrower; and (z) such transfer does not include the transfer or replacement of any entity or person satisfying the independent management requirements for a bankruptcy remote structure unless the transferee or replacement entity or person also satisfies such independent management requirements for a bankruptcy remote structure. Notwithstanding the foregoing or anything herein to the contrary, however, if the Guarantor set forth on Schedule A attached hereto and made a part hereof -18-