Common use of Ownership of Borrower Clause in Contracts

Ownership of Borrower. (a) Each Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Documents or in any of the other Loan Documents, any transfers of equity interests or other interests in KBS REIT Properties II, LLC or in any of the direct or indirect owners of KBS REIT Properties II, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to own, either directly or indirectly, 100% of the ownership interests in each Borrower and KBS REIT Properties II, LLC, and provided further, that KBS REIT Properties II, LLC maintains a net worth (determined by subtracting Total Liabilities from Gross Asset Value, each as defined in Exhibit I) of at least $200,000,000 (excluding the Gross Asset Value and the Total Liabilities Associated therewith of each of the Properties). (b) At all times during the term of the Loan, Xxxxx Xxxx or Xxxxxxx Xxxxxxxxx shall remain actively involved in the management of KBS REIT; provided, however, that either or both Xxxxx Xxxx and Xxxxxxx Xxxxxxxxx may be replaced by a principal of any replacement asset manager approved pursuant to clause (c) below. (c) At all times during the term of the Loan, Manager shall be the asset manager for KBS REIT pursuant to the Management Agreement. Subject to Administrative Agent’s prior written consent, which may be withheld in Administrative Agent’s sole discretion, Manager may be replaced by another asset manager; provided, if the replacement asset manager: (i) has financial capability and management experience at least comparable to Manager; (ii) has current assets under management of not less than 10,000,000 square feet of properties similar to the Properties; (iii) has current asset management agreements with at least five (5) other institutional investors; and (iv) is currently a customer of the Xxxxx Fargo Wholesale Bank Commercial Real Estate Group in a borrowing capacity and in good standing, then Administrative Agent’s consent to the replacement of Manager with such substitute manager shall not be unreasonably withheld.

Ownership of Borrower. (a) Each Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Documents or in any of the other Loan Documents, any transfers of equity interests or other interests in KBS REIT Properties IIIII, LLC or in any of the direct or indirect owners of KBS REIT Properties IIIII, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to own, either directly or indirectly, 100% of the ownership interests in each Borrower and KBS REIT Properties IIIII, LLC, and provided further, that KBS REIT Properties II, LLC maintains a net worth (determined by subtracting Total Liabilities from Gross Asset Value, each as defined in Exhibit I) of at least $200,000,000 (excluding the Gross Asset Value and the Total Liabilities Associated therewith of each of the Properties). (b) At all times during the term of the Loan, Xxxxx Xxxx or Xxxxxxx Xxxxxxxxx shall remain actively involved in the management of KBS REIT; provided, however, that either or both Xxxxx Xxxx and Xxxxxxx Xxxxxxxxx may be replaced by a principal of any replacement asset manager approved pursuant to clause (c) below. (c) At all times during the term of the Loan, Manager shall be the asset manager for KBS REIT pursuant to the Management Agreement. Subject to Administrative Agent’s prior written consent, which may be withheld in Administrative Agent’s sole discretion, Manager may be replaced by another asset manager; provided, if the replacement asset manager: (i) has financial capability and management experience at least comparable to Manager; (ii) has current assets under management of not less than 10,000,000 square feet of properties similar to the Properties; (iii) has current asset management agreements with at least five (5) other institutional investors; and (iv) is currently a customer of the Xxxxx Fargo Wholesale Bank Commercial Real Estate Group in a borrowing capacity and in good standing, then Administrative Agent’s consent to the replacement of Manager with such substitute manager shall not be unreasonably withheld.

Ownership of Borrower. (a) Each Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Documents Deed of Trust or in any of the other Loan Documents, any transfers of equity interests or other interests in KBS REIT Properties IIIII, LLC or in any of the direct or indirect owners of KBS REIT Properties IIIII, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to own, either directly or indirectly, 100% of the ownership interests in each Borrower and KBS REIT Properties IIIII, LLC, and provided further, that KBS REIT Properties II, LLC maintains a net worth (determined by subtracting Total Liabilities from Gross Asset Value, each as defined in Exhibit I) of at least $200,000,000 (excluding the Gross Asset Value and the Total Liabilities Associated therewith of each of the Properties). (b) At all times during the term of the Loan, Xxxxx Xxxx or Xxxxxxx Xxxxxxxxx shall remain actively involved in the management of KBS REIT; provided, however, that either or both Xxxxx Xxxx and Xxxxxxx Xxxxxxxxx may be replaced by a principal of any replacement asset manager approved pursuant to clause (c) below. (c) At all times during the term of the Loan, Manager shall be the asset manager for KBS REIT pursuant to the Management Agreement. Subject to Administrative Agent’s prior written consent, which may be withheld in Administrative Agent’s sole discretion, Manager may be replaced by another asset manager; provided, if the replacement asset manager: (i) has financial capability and management experience at least comparable to Manager; (ii) has current assets under management of not less than 10,000,000 square feet of properties similar to the PropertiesProperty; (iii) has current asset management agreements with at least five (5) other institutional investors; and (iv) is currently a customer of the Xxxxx Fargo Wholesale Bank Commercial Real Estate Group in a borrowing capacity and in good standing, then Administrative Agent’s consent to the replacement of Manager with such substitute manager shall not be unreasonably withheld.

Ownership of Borrower. (a) Each Except as otherwise approved by Lender, Borrower and Senior Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Documents Agreement or in any of the other Loan Documents, any transfers Transfers of equity interests or other interests in KBS REIT Properties IISOR Properties, LLC (including, without limitation, KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity Holdings LLC or KBS REIT) or in any of the direct or indirect owners of KBS REIT Properties IISOR Properties, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to own, either directly or indirectly, 100% of the ownership interests in each Borrower and KBS REIT Properties IISOR Properties, LLC. In addition, notwithstanding the foregoing or anything else herein to the contrary, transfers of up to 49% of the direct or indirect interests in Borrower shall not be prohibited (and shall be expressly permitted) provided further, that KBS REIT Properties IIcontinues to own, LLC maintains a net worth (determined by subtracting Total Liabilities from Gross Asset Valueeither directly or indirectly, each as defined in Exhibit I) of at least $200,000,000 (excluding the Gross Asset Value and the Total Liabilities Associated therewith of each 51% of the ownership interests in Borrower and KBS SOR Properties), LLC. (b) At all times during the term of the Loan, Xxxxx Xxxx or Xxxxxxx Xxxxxxxxx shall remain actively involved in the management of KBS REIT; provided, however, that either or both Xxxxx Xxxx and Xxxxxxx Xxxxxxxxx may be replaced by a principal of any replacement asset manager approved pursuant to clause (c) below. (c) At all times during the term of the Loan, Manager shall be the asset manager for KBS REIT pursuant to the Management Agreement. Subject to Administrative AgentLender’s prior written consent, which may be withheld in Administrative AgentLender’s sole discretion, Manager may be replaced by another asset manager; provided, if the replacement asset manager: (i) has financial capability and management experience at least comparable to Manager; (ii) has current assets under management of not less than 10,000,000 square feet of properties similar to the PropertiesProperty; and (iii) has current asset management agreements with at least five (5) other institutional investors; and (iv) is currently a customer of the Xxxxx Fargo Wholesale Bank Commercial Real Estate Group in a borrowing capacity and in good standing, then Administrative AgentLender’s consent to the replacement of Manager with such substitute manager shall not be unreasonably withheld.

Ownership of Borrower. (a) Each Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Documents or in any of the other Loan Documents, any transfers of equity interests or other interests in KBS REIT Properties II, LLC or in any of the direct or indirect owners of KBS REIT Properties II, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to own, either directly or indirectly, 100% of the ownership interests in each Borrower and KBS REIT Properties II, LLC, and provided further, that KBS REIT Properties II, LLC maintains a net worth (determined by subtracting Total Liabilities from Gross Asset Value, each as defined in Exhibit I) of at least $200,000,000 (excluding the Gross Asset Value and the Total Liabilities Associated associated therewith of each of the Properties). (b) At all times during the term of the Loan, Xxxxx Xxxx or Xxxxxxx Xxxxxxxxx shall remain actively involved in the management of KBS REIT; provided, however, that either or both Xxxxx Xxxx and Xxxxxxx Xxxxxxxxx may be replaced by a principal of any replacement asset manager approved pursuant to clause (c) below. (c) At all times during the term of the Loan, Manager shall be the asset manager for KBS REIT pursuant to the Management Agreement. Subject to Administrative Agent’s prior written consent, which may be withheld in Administrative Agent’s sole discretion, Manager may be replaced by another asset manager; provided, if the replacement asset manager: (i) has financial capability and management experience at least comparable to Manager; (ii) has current assets under management of not less than 10,000,000 square feet of properties similar to the Properties; (iii) has current asset management agreements with at least five (5) other institutional investors; and (iv) is currently a customer of the Xxxxx Fargo Wholesale Bank Commercial Real Estate Group in a borrowing capacity and in good standing, then Administrative Agent’s consent to the replacement of Manager with such substitute manager shall not be unreasonably withheld.

Ownership of Borrower. (a) Each Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Documents or in any of the other Loan Documents, any transfers of equity interests or other interests in KBS REIT Properties II, LLC or in any of the direct or indirect owners of KBS REIT Properties II, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to own, either directly or indirectly, 100% of the ownership interests in each Borrower and KBS REIT Properties II, LLC, and provided further, that KBS REIT Properties II, LLC maintains a net worth (determined by subtracting Total Liabilities from Gross Asset Value, each as defined in Exhibit I) of at least $200,000,000 (excluding the Gross Asset Value and the Total Liabilities Associated associated therewith of each of the Properties). (b) At all times during the term of the Loan, Xxxxx Xxxx or Xxxxxxx Peter Brxx xx Xxxxles Xxxxxxxxx shall remain xxxxx xemain actively involved in the management of KBS REIT; provided, however, that either or both Xxxxx Xxxx and Xxxxxxx Peter Brxx xxx Xxxrles Xxxxxxxxx may be xxx xx replaced by a principal of any replacement asset manager approved pursuant to clause (c) below. (c) At all times during the term of the Loan, Manager shall be the asset manager for KBS REIT pursuant to the Management Agreement. Subject to Administrative Agent’s prior written consent, which may be withheld in Administrative Agent’s sole discretion, Manager may be replaced by another asset manager; provided, if the replacement asset manager: (i) has financial capability and management experience at least comparable to Manager; (ii) has current assets under management of not less than 10,000,000 square feet of properties similar to the Properties; (iii) has current asset management agreements with at least five (5) other institutional investors; and (iv) is currently a customer of the Xxxxx Fargo Wholesale Wells Faxxx Xholesale Bank Commercial Real Estate Group in a borrowing capacity and in good standing, then Administrative Agent’s consent to the replacement of Manager with such substitute manager shall not be unreasonably withheld.

Ownership of Borrower. (a) Each Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Documents Mortgage or in any of the other Loan Documents, any transfers of equity interests or other interests in KBS REIT Properties IIIII, LLC or in any of the direct or indirect owners of KBS REIT Properties IIIII, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to own, either directly or indirectly, 100% of the ownership interests in each Borrower and KBS REIT Properties IIIII, LLC, and provided further, that KBS REIT Properties IIIII, LLC maintains a net worth (determined compliance with the financial covenants set forth in the Limited Guaranty executed by subtracting Total Liabilities from Gross Asset Value, each Guarantor as defined in Exhibit I) of at least $200,000,000 (excluding the Gross Asset Value and the Total Liabilities Associated therewith of each of the Properties)date hereof. (b) At all times during the term of the Loan, Xxxxx Xxxx or Xxxxxxx Xxxxxxxxx shall remain actively involved in the management of KBS REIT; provided, however, that either or both Xxxxx Xxxx and Xxxxxxx Xxxxxxxxx may be replaced by a principal of any replacement asset manager approved pursuant to clause (c) below. (c) At all times during the term of the Loan, Manager shall be the asset manager for KBS REIT pursuant to the Management Agreement. Subject to Administrative Agent’s prior written consent, which may be withheld in Administrative Agent’s sole discretion, Manager may be replaced by another asset manager; provided, if the replacement asset manager: (i) has financial capability and management experience at least comparable to Manager; (ii) has current assets under management of not less than 10,000,000 square feet of properties similar to the PropertiesProperty; (iii) has current asset management agreements with at least five (5) other institutional investors; and (iv) is currently a customer of the Xxxxx Fargo Wholesale Bank Commercial Real Estate Group in a borrowing capacity and in good standing, then Administrative Agent’s consent to the replacement of Manager with such substitute manager shall not be unreasonably withheld.

Ownership of Borrower. (a) Each Except as otherwise approved by Administrative Agent, Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Documents Deed of Trust or in any of the other Loan Documents, any transfers Transfers of equity interests or other interests in KBS REIT Properties IISOR Properties, LLC (including, without limitation, KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity Holdings LLC or KBS REIT) or in any of the direct or indirect owners of KBS REIT Properties IISOR Properties, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to own, either directly or indirectly, 100% of the ownership interests in each Borrower and KBS REIT Properties IISOR Properties, LLC. In addition, and provided furthernotwithstanding the foregoing or anything else herein to the contrary, that Transfers of up to forty-nine percent (49%) of the direct or indirect interests in Borrower to a Person not owned directly or indirectly by KBS REIT Properties II(a “Non-Affiliate Transferee”) shall be permitted with Administrative Agent’s consent, LLC maintains a net worth which consent shall not be unreasonably withheld, provided that (determined by subtracting Total Liabilities from Gross Asset Value, each as defined in Exhibit Ii) of at least $200,000,000 not less than fifteen (excluding 15) Business Days prior to the Gross Asset Value and the Total Liabilities Associated therewith of each date of the Properties)proposed Transfer, Borrower delivers a written request to Administrative Agent for Administrative Agent’s consent to such Transfer, which request shall specifically identify the proposed Non-Affiliate Transferee, together with such other information with respect to such Non-Affiliate Transferee as Administrative Agent may reasonably request (including, without limitation, organizational documents of such Non-Affiliate Transferee, financial statements of such Non-Affiliate Transferee and lien, bankruptcy, judgment and litigation searches with respect to such Non-Affiliate Transferee) and (ii) if and only if Xxxxx Fargo is then the Administrative Agent, it shall be reasonable for Administrative Agent to withhold its consent to such Transfer if the Non-Affiliate Transferee is not a Xxxxx Fargo Customer in Good Standing. (b) At all times during the term of the Loan, Xxxxx Xxxx or Xxxxxxx Xxxxxxxxx shall remain actively involved in the management of KBS REIT; provided, however, that either or both Xxxxx Xxxx and Xxxxxxx Xxxxxxxxx may be replaced by a principal of any replacement asset manager approved pursuant to clause (c) below. (c) At all times during the term of the Loan, Manager shall be the asset manager for KBS REIT pursuant to the Management Agreement. Subject to Administrative Agent’s prior written consent, which may be withheld in Administrative Agent’s sole discretion, Manager may be replaced by another asset manager; provided, if the replacement asset manager: (i) has financial capability and management experience at least comparable to Manager; (ii) has current assets under management of not less than 10,000,000 square feet of properties similar to the PropertiesProperty; (iii) has current asset management agreements with at least five (5) other institutional investors; and (iv) is currently a customer of the Xxxxx Fargo Wholesale Bank Commercial Real Estate Group in a borrowing capacity and in good standing, then Administrative Agent’s consent to the replacement of Manager with such substitute manager shall not be unreasonably withheld.