RES 03043 - Laserfiche WebLink

ATTACHMENT A (f) The importance to the Lessor of the standards of use. operation and maintenance of the Land and Improvements. The Lessee further recognizes that it is because of such qualifications and identity that the Lessor is entering into this Lease with the Lessee and that Transfers are permitted only as provided in this Lease. 2.8 Prohihitecl Tran~ferq The limitations on Transfers set forth in this Article 2 shall apply throughout the Lease Term. Except as expressly permitted in this Lease, the Lessee represents and agrees that the Lessee has not made or created, and will not make or create or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the Lessor. Any Transfer made in contravention of this Article 2 shall be void and shall be deemed to be a default under this Lease whether or not the Lessee knew of or participated in such Transfer. 2.9 Permitted Tmn~fer~ Notwithstanding the provisions of Article 2, the following Transfers shall be permitted and are hereby approved by the Lessor subject to satisfaction of the requirements of Section 2.10: (a) Any Transfer creating a lien or trust relationship pursuant to a Loan permitted pursuant to this Lease. (b) Any Transfer directly resulting from the foreclosure of a Loan Document or the granting of a deed in lieu of foreclosure of a Loan Document or as otherwise permitted under Article 4: (c) Any Transfer to a nonprofit public benefit corporation recognized by the lnternal Revenue Service to be an exempt organization pursuant to Section 501 (c)(3) of the Internal Revenue Code of 1986, and controlled by BRIDGE Housing Corporation ("BRIDGE") or Lytton Gardens Senior Communities ("Lytton"), or both of them, subject to limited review by the Lessor to determine that such entity is a tax exempt organization, is controlled by BRIDGE and/or Lytton, and has adequate assets to carry out its obligations under this Lease, and Lessor expressly covenants that such consent shall not be unreasonably or arbitrarily refused; (d) Any Transfer to a limited liability company or limited partnership, the managing member: or partner of which is BRIDGE, Lytton, or a nonprofit public benefit corporation controlled by BRIDGE, and/or Lytton or any combination thereof, subject to limited review by the Lessor to determine that such entity is a tax exempt organization, is controlled by BRIDGE and/or Lytton, and has adequate assets to carry out its obligations under this Lease, and Lessor expressly covenants that such consent shall not be unreasonably or arbitrarily refused. 8 144~105\153233.13