Common use of Estate Planning Clause in Contracts

Estate Planning. Notwithstanding the provisions of Section 11.2(bbbbb)(9), so long as  the Transfer does not cause a change in the Control of Borrower, and  Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower and Transfers of direct or indirect ownership interests in an entity Key Principal or entity Guarantor to: Immediate Family Members of such transferor, each of whom must have obtained the legal age of majority; United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of  such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor,  Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or  United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor. If the conditions set forth in this Section 11.3(ggggg) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.3(kkkkk).

Estate Planning. Notwithstanding the provisions of Section 11.2(bbbbb)(911.2(ooooo)(12), so long as  the Transfer does not cause a change in the Control of BorrowerBorrower or Affiliated Property Operator, and  Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower and Affiliated Property Operator as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower or Affiliated Property Operator, and Transfers of direct or indirect ownership interests interests, in an entity Key Principal or entity Guarantor to: Immediate Family Members of such transferor, transferor each of whom must have obtained the legal age of majority; United States domiciled trusts established for the benefit of the transferor transferor, or Immediate Family Members of the transferor; or partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of  such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor,  Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or  United States domiciled trusts established for the benefit of the transferor transferor, or Immediate Family Members of the transferor. If the conditions set forth in this Section 11.3(ggggg11.3(uuuuu) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.3(kkkkk11.3(yyyyy).

Estate Planning. Notwithstanding the provisions of Section 11.2(bbbbb)(911.02(b)(2) (No Transfers of Interests in Borrower, Key Principal, or Guarantor), so long as  the (1) Transfer does not cause a change in the Change of Control of Borrower, and  (2) Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests Ownership Interests in Borrower or Affiliated Property Operator, and Transfers of direct or indirect ownership interests Ownership Interests, in an entity Key Principal or entity Guarantor to: : (A) Immediate Family Members of such transferor, transferor each of whom must have obtained the legal age of majority; ; (B) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or or (C) partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of  (i) such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor,  (ii) all Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or  (iii) United States domiciled trusts established for the benefit of the transferor transferor, or Immediate Family Members of the transferor. If the conditions set forth in this Section 11.3(ggggg11.03(c) (Estate Planning) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.3(kkkkk11.03(g) (Further Conditions on Transfers Requiring Lender’s Consent).

Estate Planning. Notwithstanding the provisions of Section 11.2(bbbbb)(911.02(b)(2) (No Transfers of Interests in Borrower, Key Principal, or Guarantor), so long as  (1) the Transfer does not cause a change in the Change of Control of Borrower, and  (2) Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests Ownership Interests in Borrower Borrower, and Transfers of direct or indirect ownership interests Ownership Interests in an entity Key Principal or entity Guarantor to: : (A) Immediate Family Members of such transferor, transferor each of whom must have obtained the legal age of majority; ; (B) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or or (C) partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of  (i) such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor,  (ii) all Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or  (iii) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor. If the conditions set forth in this Section 11.3(ggggg11.03(c) (Estate Planning) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.3(kkkkk11.03(g) (Further Conditions on Transfers Requiring Lender’s Consent).

Estate Planning. Notwithstanding the provisions of Section 11.2(bbbbb)(9), so long as  the Transfer does not cause a change in the Control of BorrowerObligor, and  Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower Obligor as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower and Transfers of direct or indirect ownership interests in an entity Key Principal or entity Guarantor to: Immediate Family Members of such transferor, each of whom must have obtained the legal age of majority; United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of  such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor,  Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or  United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor. If the conditions set forth in this Section 11.3(ggggg) are satisfied, the Transfer Fee shall be waived provided Borrower Obligors shall pay the Review Fee and out-of-pocket costs set forth in Section 11.3(kkkkk).

Estate Planning. Notwithstanding the provisions of Section 11.2(bbbbb)(911.2(zzzz)(10), so long as  the Transfer does not cause a change in the Control of Borrower, and  Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower and Transfers of direct or indirect ownership interests in an entity Key Principal or entity Guarantor to: Immediate Family Members of such transferor, each of whom must have obtained the legal age of majority; United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of  such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor,  Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or  United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor. If the conditions set forth in this Section 11.3(ggggg11.3(eeeee) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.3(kkkkk11.3(iiiii).