200608119 - Laserfiche WebLink

Browse

200648119 8714801 proposed Transfer occurs after the first year of the loan and (2) a transfer fee equal to one percent (11/o) of the outstanding Indebtedness immediately prior to the Transfer. (B) In addition, Borrower shall be required to reimburse Lender for all of Lender's out -of- pocket costs (including reasonable attorneys' fees) incurred in reviewing the Transfer request, to the extent such expenses exceed the Review Fee. (d) For purposes of this Section, the following terms shall have the meanings set forth below: (1) "Initial Owners" means, with respect to Borrower or any other entity, the persons or entities who on the date of the Note own in the aggregate 100% of the ownership interests in Borrower or that entity. (2) A Transfer of a "Controlling Interest" shall mean, with respect to any entity, the following: (i) if such entity is a limited liability partnership, or a joint venture, a Transfer of any general partnership interest or joint venture interest which would cause the Initial Owners to own less than 25% of all general partnership or joint venture interests in such entity; (ii) if such entity is a general partnership, limited partnership or a limited liability limited partnership, a Transfer of any general partnership interest; (iii) if such entity is a limited liability company, a Transfer of any managing member interest or any membership or other ownership interest which would cause the Initial Owners to own less than 25% of all membership or other ownership interests in such entity; (iv) if such entity is a corporation (other than a Publicly -Held Corporation) with only one class of voting stock, a Transfer of any voting stock which would cause the Initial Owners to own less than 25% of voting stock in such corporation; (v) if such entity is a corporation (other than a Publicly -Held Corporation) with more than one class of voting stock, a Transfer of any voting stock which would cause the Initial Owners to own less than a sufficient number of shares of voting stock having the power to elect the majority of directors of such corporation; and (vi) if such entity is a trust, the removal, appointment or substitution of a trustee of such trust other than (A) in the case of a land trust, or (B) if the trustee of such trust after such removal, appointment or substitution is a trustee identified in the trust agreement approved by Lender. (3) "Publicly -Held Corporation" shall mean a corporation the outstanding voting stock of which is registered under Section 12(b) or 12(g) of the Securities and Exchange Act of 1934, as amended. 20. NOTICE. Except for any notice required under applicable law to be given in another manner, (a) any notice to Borrower provided for in this Instrument or in the Note shall be given by mailing such notice by certified mail addressed to Borrower at Borrower's address stated below or at such other address as Borrower may designate by notice to Lender as provided herein, and (b) any notice to Lender shall be given by certified mail, return receipt requested, to Lender's address stated herein or to such other address as Lender may designate by notice to Borrower as provided herein. Any notice provided for in this Instrument or in the Note shall be deemed to have been given to Borrower or Lender when given in the manner designated herein. 21. SUCCESSORS AND ASSIGNS BOUND; JOINT AND SEVERAL LIABILITY; AGENTS; CAPTIONS. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower, subject to the provisions of paragraph 19 hereof. All covenants and agreements of Borrower shall be joint and several. In exercising any rights hereunder or taking any actions provided for herein, Lender may act through its employees, agents or independent contractors as authorized by Lender. The captions and headings of the paragraphs of this Instrument are for convenience only and are not to be used to interpret or define the provisions hereof.