Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and...
Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following transfers shall be permitted without Lender’s consent:
Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor or in any general partner or member of Trustor shall be freely transferable without the consent of Beneficiary, (ii) any involuntary transfer caused by the death of Trustor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor remain unchanged as a result of such death or any replacement management is approved by Beneficiary, (iii) gifts for estate planning purposes of any individual’s interests in Trustor or in any of Trustor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor remain unchanged following such gift or any replacement management is approved by Beneficiary and (iv) membership interests in Trustor and interests in any member of Trustor or in any partner of any member of Trustor may be transferred without the consent of Beneficiary so long as, after any such transfer, Xxxxxxxxxxx X. Xxxx or Xxxx Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of Trustor, where the term “control” means the power to direct the management and policies of Trustor, provided, that in all of the foregoing cases shall such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by Xxxx REIT III Operating Partnership, LP of its interests in Trustor pursuant to the terms hereof, Trustor agrees to contemporaneously furnish to Beneficiary a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary in Beneficiary’s sole and DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor shall provide Beneficiary with copies of the applicable transfer documen...
Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent or the payment of any fee:
Permitted Equity Transfers. (a) A Transfer of an ownership interest in Mezzanine Borrower or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either of Mortgage Borrower or Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the ownership interests in Mezzanine Borrower or any Junior Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), (v) the transferee is not a Disqualified Transferee, (vi) the Principal Control Persons collectively retain Control of Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower, and (vii) the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower.
Permitted Equity Transfers. For purposes of this Lease, “Permitted Equity Transfer” means any Transfer of beneficial ownership of all or a portion of a Landlord Equity Interest which satisfies all of the following requirements in all respects:
Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Mezzanine Borrower and Mezzanine Borrower continues to own 100% of the ownership interests in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Junior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers).
Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, any Junior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Mezzanine Borrower and Mezzanine Borrower continues to own 100% of the ownership interests in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Junior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers).
Permitted Equity Transfers. Notwithstanding the foregoing or any other provision hereunder to the contrary, the following equity or property transfers shall be permitted and shall not be deemed Prohibited Equity Transfers (and each shall be permitted hereunder without the consent of Lender or the payment of any assumption fee), provided, (x) any of the applicable conditions set forth in this Section 15.1(c)(ii) are complied with by Borrower, (y) Borrower pays all of Lender’s reasonable out of pocket costs and expenses in connection therewith and (z) in the event the transfer of any direct or indirect equity ownership in any Restricted Party that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect equity ownership interests in Borrower or in any SPE Party, such transfers, if otherwise permitted hereunder, shall also be conditioned upon delivery to Lender of a new Non-Consolidation Opinion addressing such transfer:
Permitted Equity Transfers. Notwithstanding anything stated to the contrary in this Agreement or in any of the other Loan Documents, the transfers and transactions described in Section 5.2 of the Deed of Trust shall not be prohibited and shall be expressly permitted. THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [The balance of this page is intentionally left blank.]
