Common use of Permitted Equity Transfers Clause in Contracts

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (i) 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 (other than a transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (ii) the (1) transfer (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 (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (iii) the sale, transfer, pledge or issuance of shares of common stock or securities convertible into or exchangeable for 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 or (iv) the pledge of any direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 (i) and/or (ii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice of such transfers; (B) no such sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Guarantor or Affiliated Manager (provided that a change in the board of Guarantor shall not constitute a violation of this clause (B)); (C) after giving effect to such sale, transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation of the Properties; (D) after giving effect to such sale, transfer, issuance or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained A Transfer of an ownership interest in this Article 6, the following equity transfers Borrower or any Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Lender’s consentprior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) a transfer Lender receives fifteen (but not a pledge15) 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 (other than a transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity)days prior written notice thereof, (ii) the (1) transfer (but not the pledge)immediately prior to such Transfer, in one or a series no Event of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity)Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the saleownership interests in Borrower or any Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), transfer, pledge or issuance of shares of common stock or securities convertible into or exchangeable for 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 or (iv) the pledge transferee is not a Disqualified Transferee, (v) the Principal Control Persons collectively retain Control of Borrower and Mezzanine Borrower, and (vi) the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Borrower and Mezzanine Borrower. (b) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of or, except as otherwise required in clause (y) below, notice to Lender or a Rating Agency Confirmation so long as (x) (except with respect to Section 8.5(b)(ii) and (iv) below) Section 8.5(a)(v) above is complied with and (y) with respect to (1) any Transfer of interests in any Guarantor or Sponsor that alters the ratio of ownership interests in Master Lessee between that owned by Colony Capital, LLC and its Affiliates, on the one hand, and that owned by the Xxxxxxxx Brothers and their Affiliates and Family Trusts, on the other hand, and (2) any Transfer of interests in the Xxxxxxxx Brothers and their Affiliates and Family Trusts to Persons other than Principal Investors, Lender shall receive prior written notice: (i) a Transfer of (A) interests in any Guarantor or Sponsor between or among its existing owners and any Principal Investors, and (B) any interests in the parent entities of such owners; (ii) a Transfer of equity interests in any Guarantor, Sponsor or Master Lessee in conjunction with or after an initial public offering of shares, provided that from and after the consummation of such initial public offering, no Person or group other than the Principal Control Persons and Principal Investors (A) shall have acquired beneficial ownership, directly or indirectly, of equity interests in Master Lessee representing more than twenty-five percent (25%) of the voting power and economic interest in Master Lessee where such ownership represents a greater amount of the voting power or economic interest in Master Lessee than that which is then owned by the Principal Control Persons and Principal Investors in aggregate, or (B) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Master Lessee; (iii) Transfers of direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 Guarantors (including, without limitation, any combination of one or more Guarantors or a Guarantor with Sponsor), and the covenants contained herein relating pledge or grant of security interests, as permitted under the terms of the organizational documents for each of the Guarantors; and (iv) the pledge, hypothecation, encumbrance or granting of a security interest in or lien on the direct interest in Master Lessee to ERISA mattersan Approved Bank as security for the Revolving/Term Credit Facility (the “Revolving/Term Credit Facility Lien”)); provided, further, that, with respect to provided that the transfers listed in clauses (i) and/or (ii) above, Revolving/Term Credit Facility Lien shall not be foreclosed upon unless (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice ownership of such transfers; direct interest in Master Lessee following such foreclosure shall be held by an Approved Bank or a Qualified Transferee and comply with all Gaming Laws and (B) no such sale, transfer, issuance foreclosure shall not create or pledge, as applicable, shall result in cause a change in Control Default or Event of Guarantor or Affiliated Manager Default hereunder (provided that a change in the board occurrence of Guarantor such foreclosure, so long as clause (A) is complied with, shall not of itself constitute a violation Default or Event of Default). For purposes solely of this Section 8.5(b)(iv), the term “Qualified Transferee” shall have the meaning set forth in Section 1.1 except that the “$2 Billion” figure in clause (B)); (Cb) after giving effect to such saleof the definition in Section 1.1 is replaced with “$1 Billion.” Notwithstanding the foregoing, transferBorrower shall not, issuance and shall not permit or suffer any person to, pledge, as applicablehypothecate, Guarantor shall (I) own at least encumber or grant a 51% direct or indirect equity ownership security interest in each of or lien on any direct or, except as set forth in this Section 8.5, indirect interest in Borrower, Mezzanine Borrower or any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control BorrowerEntities, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation of the Properties; (D) after giving effect to such sale, transfer, issuance Guarantor or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;Sponsor.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in this Article 6, the following equity transfers Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Lender’s consent: prior written consent or a Rating Agency Confirmation if (i) 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 (other than a transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (ii) the (1) transfer (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 (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (iii) the sale, transfer, pledge or issuance of shares of common stock or securities convertible into or exchangeable for 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 or (iv) the pledge of any direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 (i) and/or (ii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than 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 Borrower or 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 Master Lessee, HoldCo, Mezzanine Borrower and Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vi) 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 (vii) 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). (b) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Lender or a Rating Agency Confirmation: (i) a Transfer of interests in any Sponsor, (ii) a Transfer of interests in Guarantor or Master Lessee as a result of a merger or a Transfer of all or substantially all of the assets of a direct or indirect owner of Guarantor or Master Lessee to a Permitted Transferee or Pre-Approved Transferee, provided Borrower complies with Section 8.7 (and thereafter Transfers of interests in any such transferee if it is publicly traded); (iii) a Transfer (but not a pledge or encumbrance in the case of any Transfer of interests in HoldCo) of any interests in Guarantor, Master Lessee or HoldCo, provided that subsequent to any such Transfer, more than fifty-one percent (51%) percent of HoldCo is owned by any one or more of the following: (1) Xxxx Capital Partners, LLC; (2) Kohlberg Kravis Xxxxxxx & Co.; (3) Vornado Realty L.P.; (4) a Permitted Transferee; (5) a Pre-Approved Transferee; (6) any Person that has been previously approved in writing by Lender and the Rating Agencies; (7) a transferee described in clause (iv) or (v) below; (8) an investment fund, limited liability company, limited partnership or general partnership with committed capital of at least $1,000,000,000 where a Permitted Fund Manager acts as the general partner, managing member or fund manager and at least 51% of the equity interests in such Permitted Fund Manager are owned, directly or indirectly, by any of the Persons listed above; and (9) any successor by merger with respect to, or transferee of all or substantially all of the assets of, any of the foregoing (each of the foregoing Persons described in clauses (1) through (8), a “Sponsor”); (iv) a pledge or encumbrance of interests in Guarantor or Master Lessee and any Transfer of such transfersinterests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) percent of such transferee is owned by a Sponsor; (v) a pledge or encumbrance of interests in HoldCo as security for a loan secured by all or substantially all of the assets of Master Lessee and any Transfer of such interests in realization upon such pledge or encumbrance. (vi) a pledge or encumbrance of direct or indirect interests in the Person (“HoldCo Parent”) that owns the direct interests in HoldCo as security for a loan secured by all or substantially all of the assets of the owner of the interests in HoldCo Parent (provided that such interests in HoldCo Parent do not constitute more than 25% of such owner’s net worth) and any Transfer of such interests in realization upon such pledge or encumbrance, provided such Transfer does not result in less than fifty-one percent (51%) percent of the direct or indirect interests in HoldCo being owned by a Sponsor; and (vii) a Transfer of direct or indirect interests in any Person that holds an indirect interest in HoldCo that is either (A) publicly traded or (B) no such salean “umbrella partnership” in which a publicly traded REIT is the general partner (eg, transferVornado Realty Trust). Notwithstanding the foregoing, issuance Borrower shall not, and shall not permit or suffer any person to, pledge, as applicablehypothecate, shall result in encumber or grant a change in Control of Guarantor or Affiliated Manager (provided that a change in the board of Guarantor shall not constitute a violation of this clause (B)); (C) after giving effect to such sale, transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership security interest in each of or lien on any direct or, except as set forth in this Section 8.5 indirect, interest in Borrower, Mezzanine Borrower or any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation of the Properties; (D) after giving effect to such sale, transfer, issuance or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;Entities.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6foregoing, none of the following equity transfers Transfers (each a “Permitted Transfer”) shall be permitted without Lender’s consent: deemed to be a Prohibited Equity Transfer: (i) a transfer Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both trustor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust; (but not ii) a pledge) Transfer 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 where such Transfer does not result in a Default under this Agreement; (other iii) Transfers of interests in Borrower Member and Operating Lessee Member between the members of Borrower Member and Operating Lessee Member; provided that following any such Transfer(s), (i) Guarantor continues to own, directly or indirectly, not less than a transfer ninety percent (90%) of the direct interests in BorrowerBorrower and Operating Lessee and to Control Borrower and Operating Lessee, Mortgage Borrowerin each case subject to the terms of (w) the Limited Liability Company Agreement of Borrower Member, Mezzanine B Borrower or any Xxxxxx Intermediate Entity)(x) the Limited Liability Company Agreement of Operating Lessee Member, and (y) the Management Agreement, and (z) the Franchise Agreement, and (ii) the (1) transfer (but not the pledge), in one or a series of transactions, identity of the stock, partnership ultimate indirect owners of each of Borrower and Operating Lessee is identical and the percentage interests or membership interests (as the case may be) owned by such ultimate indirect owners in a Restricted Party (other than the transfer each of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (iii) the sale, transfer, pledge or issuance of shares of common stock or securities convertible into or exchangeable for shares of common stock in any Restricted Party that and Operating Lessee 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 or identical; and (iv) the pledge Transfers of direct or indirect interest in EH Q&C, LLC, a Delaware limited liability company (“Encore Member”), provided that following any such Transfer, Encore Enterprise, Inc. continues to Control Encore Member; and (v) Transfers of direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 Guarantor (including, without limitation, KBS Operating Partnership, KBS Strategic Opportunity Holdings II, LLC, a Delaware limited liability company, and KBS REIT); provided KBS REIT continues to own, directly or indirectly, one hundred percent (100%) of the covenants contained herein relating to ERISA matters))equity interests in Guarantor; provided, further, thatthat Transfers of up to forty-nine percent (49%) (in the aggregate) of the direct or indirect interests in Guarantor to a Person not owned directly or indirectly by KBS REIT (a “Non-Affiliate Transferee”) shall be permitted with Lender’s consent, which consent shall not be unreasonably withheld, provided that (i) not less than fifteen (15) Business Days prior to the date of the proposed Transfer, Borrower delivers a written request to Lender for Lender’s consent to such Transfer, which request shall specifically identify the proposed Non-Affiliate Transferee, together with such other information with respect to the transfers listed in clauses such Non-Affiliate Transferee as Lender may reasonably request (iincluding, 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/or and (ii) above, (A) except with respect it shall be reasonable for Lender to withhold its consent to such Transfer if the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive Non-Affiliate Transferee is not less than thirty (30) days prior written notice of such transfersa Xxxxx Fargo Customer in Good Standing; (B) no such sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Guarantor or Affiliated Manager (provided further that a change in the board of Guarantor shall not constitute a violation of this clause be permitted to execute guaranties and/or indemnity agreements for its subsidiaries; and (B)); vi) KBS Operating Partnership, Operating LLC, KBS REIT (C) after giving effect to such salecollectively, transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement“KBS Upper-Tier Entities”), and any other Person owning interests in the KBS Upper-Tier Entities, direct or indirect, shall be permitted to execute guaranties and/or indemnity agreements for their respective subsidiaries and to obtain loans from, or incur indebtedness to, any third-party lender (each Mortgage Borrower a “Secondary Loan”) and to pledge their respective interests (IIIdirect or indirect) control in the dayKBS Upper-to-day operation Tier Entities or Guarantor, as security for any such Secondary Loan so long as any default under a Secondary Loan resulting in a foreclosure of the Properties; (D) after giving effect to such sale, transfer, issuance or pledge, as applicable, pledged interests shall be a Default under the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;Loan Documents.

Permitted Equity Transfers. Notwithstanding anything herein to the contrary, but subject to Section 8.1(b), the following Transfers shall not require the prior written consent of Lender or a Rating Agency Confirmation: (a) Notwithstanding the restrictions contained pledge of the Equity Interests in this Article 6, Master Lease Guarantor or any of its Subsidiaries pursuant to the following equity transfers shall be permitted without Lender’s consent: terms of the Master Lease Guarantor Facility or a foreclosure (ior transfer in lieu of thereof) of such Equity Interests in Master Lease Guarantor or any of its Subsidiaries resulting from the exercise of remedies as set forth in the Master Lease Guarantor Facility (an “Opco Equity Foreclosure”); (b) a transfer Transfer (but not a pledgepledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party (i) Guarantor or any memberthen-existing Intermediate HoldCo Entity of 100% (and not less than 100%) of its direct Equity Interests in HoldCo or any then-existing Intermediate HoldCo Entity to a new Intermediate HoldCo Entity, partner provided that the Base Transfer Conditions have been satisfied, or shareholder (ii) HoldCo or any then-existing Intermediate PropCo Entity of 100% (and not less than 100%) of its direct Equity Interests in PropCo or any then-existing Intermediate PropCo to a Restricted Party new Intermediate PropCo Entity, provided that the Base Transfer Conditions have been satisfied; (c) a Transfer of direct or indirect Equity Interests in any Sponsor; (d) a Qualifying IPO of any IPO Entity, or any other Transfer (but not a pledge or encumbrance) of the direct or indirect Equity Interests in Guarantor, Master Lease Guarantor, HoldCo, any Intermediate Entity or PropCo (such Person in which such Equity Interests are transferred by means other than a transfer of the direct interests in BorrowerQualifying IPO, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate a “Related Holding Entity”), provided that the following conditions have been satisfied: (i) the Base Transfer Conditions have been satisfied; (ii) the with respect to (A) any such Transfer other than a Qualifying IPO, subsequent to such Transfer, (1) transfer Permitted Holders or in the case of a Transfer to a Permitted Transferee, the related Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) of the Equity Interests in, and Control, the Related Holding Entity (and, through ownership of the Related Holding Entity, in each direct or indirect Subsidiary of the Related Holding Entity) and (2) Permitted Holders or in the case of a Transfer to a Permitted Transferee, the related Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) of the Equity Interests in, and Control, PropCo, PRP, each Mezzanine Borrower and Borrower, and (B) any Qualifying IPO of the Master Lease Guarantor, Permitted Holders or in the case of a prior Transfer to a Permitted Transferee, the related Permitted Transferee, (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) of the Equity Interests in, and Control, PropCo, PRP, each Mezzanine Borrower and Borrower (the foregoing requirements of (A) and (B) above, as applicable, the “Minimum Ownership/Control Requirements”), and (C) any Qualifying IPO, following such Qualifying IPO, the Post-IPO Control Requirements shall be satisfied; and (iii) if subsequent to any Qualifying IPO or any other Transfer, the Guarantor Asset Covenant would no longer be satisfied, then as an additional condition to completing any such Qualifying IPO or other such Transfer, the Guarantor Net Worth Requirements must be satisfied in accordance with Section 8.5; or (e) upon and subsequent to a Qualifying IPO of any IPO Entity, Transfers (whether direct or indirect and whether in open market transactions or otherwise) of the shares in such IPO Entity, provided that no Post-IPO Change of Control occurs; or (f) a Transfer (but not a pledge or encumbrance) of direct or indirect Equity Interests in any Permitted Transferee, provided that (i) subsequent to such Transfer, such Person shall continue to satisfy the pledgecriteria for a Permitted Transferee set forth in the definition thereof, and (ii) if such Permitted Transferee holds a direct Equity Interest in any Lower Tier Entity and such Transfer shall cause any transferee, together with its Affiliates, to acquire indirect Equity Interests in Borrower aggregating more than forty-nine percent (49%), or to increase its indirect Equity Interests in one or a series of transactions, of the stock, partnership interests or membership interests Borrower from an amount that is less than forty-nine percent (as the case may be49%) in a Restricted Party to an amount that is greater than forty-nine percent (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity49%), an Additional Non-Consolidation Opinion is provided to Lender as a condition to such Transfer; (iiig) the saleupon and subsequent to a Qualifying IPO of an Upper Tier Entity, transfer, pledge Transfers of direct or issuance of shares of common stock or securities convertible into or exchangeable for shares of common stock indirect Equity Interests in any Restricted Party that is a publicly traded entitysuch Upper Tier Entity, provided such shares that no Post-IPO Change of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange or Control occurs; or (ivh) the pledge of any direct or indirect interests Equity Interest in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and or First Mezzanine Borrower pursuant to the Mezzanine B Loan Documents and the exercise of of, and any Transfer that results from the exercise of, any rights or remedies that Lender or any Mezzanine B Lender may have under its respective the Mezzanine Loan Documents (providedDocuments. Borrower shall be responsible for the payment of and shall pay or reimburse Lender for all of Lender’s reasonable out-of-pocket fees, thatcosts and expenses, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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, reasonable attorneys’ fees and costs and any Rating Agency fees and expenses, actually incurred by Lender in connection with the covenants contained herein relating to ERISA matters)); providedreview, further, that, with respect to the transfers listed in clauses (i) and/or (ii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice of such transfers; (B) no such sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Guarantor or Affiliated Manager (provided that a change in the board of Guarantor shall not constitute a violation of this clause (B)); (C) after giving effect to such sale, transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower, any SPE Component Entity (as defined herein negotiation and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation implementation of the Properties; (D) after giving effect to such sale, transfer, issuance or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved provisions and documentation provided for in accordance with the applicable terms and conditions hereof;this Section 8.4.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained A Transfer of an ownership interest in this Article 6, the following equity transfers Mezzanine Borrower or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s consentprior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) a transfer Mezzanine Lender receives fifteen (but not a pledge15) 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 (other than a transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity)days prior written notice thereof, (ii) the (1) transfer (but not the pledge)immediately prior to such Transfer, in one or a series no Event of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity)Default shall have occurred and be continuing, (iii) none of the sale, transfer, pledge or issuance of shares of common stock or securities convertible into or exchangeable for shares of common stock direct ownership interests in any Restricted Party that of Mortgage Borrower or any Senior Mezzanine Borrower is a publicly traded entitybeing Transferred, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange or (iv) no more than forty-nine percent (49%) of the pledge 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. (b) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of or, except as otherwise required in clause (y) below, notice to Mezzanine Lender or a Rating Agency Confirmation so long as (x) (except with respect to Section 8.5(b)(ii) and (iv) below) Section 8.5(a)(v) above is complied with and (y) with respect to (1) any Transfer of interests in any Guarantor or Sponsor that alters the ratio of ownership interests in Master Lessee between that owned by Colony Capital, LLC and its Affiliates, on the one hand, and that owned by the Xxxxxxxx Brothers and their Affiliates and Family Trusts, on the other hand, and (2) any Transfer of interests in the Xxxxxxxx Brothers and their Affiliates and Family Trusts to Persons other than Principal Investors, Mezzanine Lender shall receive prior written notice: (i) a Transfer of (A) interests in any Guarantor or Sponsor between or among its existing owners and any Principal Investors, and (B) any interests in the parent entities of such owners; (ii) a Transfer of equity interests in any Guarantor, Sponsor or Master Lessee in conjunction with or after an initial public offering of shares, provided that from and after the consummation of such initial public offering, no Person or group other than the Principal Control Persons and Principal Investors (A) shall have acquired beneficial ownership, directly or indirectly, of equity interests in Master Lessee representing more than twenty-five percent (25%) of the voting power and economic interest in Master Lessee where such ownership represents a greater amount of the voting power or economic interest in Master Lessee than that which is then owned by the Principal Control Persons and Principal Investors in aggregate, or (B) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Master Lessee; (iii) Transfers of direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 Guarantors (including, without limitation, any combination of one or more Guarantors or a Guarantor with Sponsor), and the covenants contained herein relating pledge or grant of security interests, as permitted under the terms of the organizational documents for each of the Guarantors; and (iv) the pledge, hypothecation, encumbrance or granting of a security interest in or lien on the direct interest in Master Lessee to ERISA mattersan Approved Bank as security for the Revolving/Term Credit Facility (the “Revolving/Term Credit Facility Lien”)); provided, further, that, with respect to provided that the transfers listed in clauses (i) and/or (ii) above, Revolving/Term Credit Facility Lien shall not be foreclosed upon unless (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice ownership of such transfers; direct interest in Master Lessee following such foreclosure shall be held by an Approved Bank or a Qualified Transferee and comply with all Gaming Laws and (B) no such sale, transfer, issuance foreclosure shall not create or pledge, as applicable, shall result in cause a change in Control Default or Event of Guarantor or Affiliated Manager Default hereunder (provided that a change in the board occurrence of Guarantor such foreclosure, so long as clause (A) is complied with, shall not of itself constitute a violation Default or Event of Default). For purposes solely of this Section 8.5(b)(iv), the term “Qualified Transferee” shall have the meaning set forth in Section 1.1 except that the “$2 Billion” figure in clause (B)); (Cb) after giving effect to such saleof the definition in Section 1.1 is replaced with “$1 Billion.” Notwithstanding the foregoing, transferMezzanine Borrower shall not, issuance and shall not permit or suffer any person to, pledge, as applicablehypothecate, Guarantor shall (I) own at least encumber or grant a 51% direct or indirect equity ownership security interest in each of or lien on any direct or, except as set forth in this Section 8.5, indirect interest in Mortgage Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Senior Mezzanine Borrower; (II) Control , Mezzanine Borrower, any Junior Mezzanine Borrower or any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement)Entities, and each Mortgage Borrower and (III) control the day-to-day operation of the Properties; (D) after giving effect to such sale, transfer, issuance any Guarantor or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;Sponsor.

Permitted Equity Transfers. (a) A Transfer of a direct or indirect ownership interest in Mezzanine Borrower, Mortgage Borrower or the SPE Entities 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 fifteen (15) 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, any Senior Mezzanine Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower or any other SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, and (v) the Principal Control Persons collectively retain Control of Mortgage Borrower, any Senior Mezzanine Borrower, and Mezzanine Borrower and the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Mortgage Borrower, any Senior Mezzanine Borrower, Mezzanine Borrower and the SPE Entities. (b) Notwithstanding anything herein to the restrictions contained in this Article 6contrary, the following equity transfers Transfers shall be permitted without Lender’s consent: not require the prior written consent of or, except as otherwise required in clause (y) below, notice to Mezzanine Lender or a Rating Agency Confirmation so long as (x) (except with respect to Section 8.5(b)(ii) and (iv) below) Section 8.5(a)(v) above is complied with and (y) with respect to (1) any Transfer of interests in any Guarantor or Sponsor that alters the ratio of ownership interests in Master Lessee between that owned by Colony Capital, LLC and its Affiliates, on the one hand, and that owned by the Xxxxxxxx Brothers and their Affiliates and Family Trusts, on the other hand, and (2) any Transfer of interests in the Xxxxxxxx Brothers and their Affiliates and Family Trusts to Persons other than Principal Investors, Mezzanine Lender shall receive prior written notice: (i) a transfer Transfer of (but not a pledgeA) 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 (other than a transfer of the direct interests in Borrowerany Guarantor or Sponsor between or among its existing owners and any Principal Investors, Mortgage Borrower, Mezzanine B Borrower or and (B) any Xxxxxx Intermediate Entity), interests in the parent entities of such owners; (ii) a Transfer of equity interests in any Guarantor, Sponsor or Master Lessee in conjunction with or after an initial public offering of shares, provided that from and after the (1) transfer (but not the pledge)consummation of such initial public offering, in one no Person or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (group other than the transfer Principal Control Persons and Principal Investors (A) shall have acquired beneficial ownership, directly or indirectly, of equity interests in Master Lessee representing more than twenty-five percent (25%) of the direct interests voting power and economic interest in BorrowerMaster Lessee where such ownership represents a greater amount of the voting power or economic interest in Master Lessee than that which is then owned by the Principal Control Persons and Principal Investors in aggregate, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2B) subject shall have obtained the power (whether or not exercised) to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge elect a majority of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower members of the board of directors (or any Xxxxxx Intermediate Entity), similar governing body) of Master Lessee; (iii) the sale, transfer, pledge or issuance Transfers of shares of common stock or securities convertible into or exchangeable for 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 or (iv) the pledge of any direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 Guarantors (including, without limitation, any combination of one or more Guarantors or a Guarantor with Sponsor), and the covenants contained herein relating pledge or grant of security interests, as permitted under the terms of the organizational documents for each of the Guarantors; and (iv) the pledge, hypothecation, encumbrance or granting of a security interest in or lien on the direct interest in Master Lessee to ERISA mattersan Approved Bank as security for the Revolving/Term Credit Facility (the “Revolving/Term Credit Facility Lien”)); provided, further, that, with respect to provided that the transfers listed in clauses (i) and/or (ii) above, Revolving/Term Credit Facility Lien shall not be foreclosed upon unless (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice ownership of such transfers; direct interest in Master Lessee following such foreclosure shall be held by an Approved Bank or a Qualified Transferee and comply with all Gaming Laws and (B) no such sale, transfer, issuance foreclosure shall not create or pledge, as applicable, shall result in cause a change in Control Default or Event of Guarantor or Affiliated Manager Default hereunder (provided that a change in the board occurrence of Guarantor such foreclosure, so long as clause (A) is complied with, shall not of itself constitute a violation Default or Event of Default). For purposes solely of this Section 8.5(b)(iv), the term “Qualified Transferee” shall have the meaning set forth in Section 1.1 except that the “$2 Billion” figure in clause (B)); (Cb) after giving effect to such saleof the definition in Section 1.1 is replaced with “$1 Billion.” Notwithstanding the foregoing, transferMezzanine Borrower shall not, issuance and shall not permit or suffer any person to, pledge, as applicablehypothecate, Guarantor shall (I) own at least encumber or grant a 51% direct or indirect equity ownership security interest in each of or lien on any direct or, except as set forth in this Section 8.5, indirect interest in Mortgage Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Senior Mezzanine Borrower; (II) Control , Mezzanine Borrower, any Junior Mezzanine Borrower or any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement)Entities, and each Mortgage Borrower and (III) control the day-to-day operation of the Properties; (D) after giving effect to such sale, transfer, issuance any Guarantor or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;Sponsor.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained A Transfer of an ownership interest in this Article 6, the following equity transfers Mezzanine Borrower or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s consentprior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) a transfer Mezzanine Lender receives fifteen (but not a pledge15) by devise or descent or by operation days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of law upon the death of a Restricted Party or any memberDefault shall have occurred and be continuing, partner or shareholder of a Restricted Party (other than a transfer iii) none of the direct ownership interests in BorrowerMortgage 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, Mezzanine B Borrower or and any Xxxxxx Intermediate Entity)Junior Mezzanine Borrower, and (iivii) the (1) transfer (but not the pledge)Principal Investors collectively continue to own, in one or a series of transactionsdirectly and/or indirectly, at least 51% of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (other than the transfer of the direct ownership interests in Borrower, Mortgage Borrower, Mezzanine B Borrower and any Junior Mezzanine Borrower. (b) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of or, except as otherwise required in clause (y) below, notice to Mezzanine Lender or a Rating Agency Confirmation so long as (x) (except with respect to Section 8.5(b)(ii) and (iv) below) Section 8.5(a)(v) above is complied with and (y) with respect to (1) any Xxxxxx Intermediate Entity) Transfer of interests in any Guarantor or Sponsor that alters the ratio of ownership interests in Master Lessee between that owned by Colony Capital, LLC and its Affiliates, on the one hand, and that owned by the Xxxxxxxx Brothers and their Affiliates and Family Trusts, on the other hand, and (2) subject any Transfer of interests in the Xxxxxxxx Brothers and their Affiliates and Family Trusts to Section 6.2(b)(ixPersons other than Principal Investors, Mezzanine Lender shall receive prior written notice: (i) abovea Transfer of (A) interests in any Guarantor or Sponsor between or among its existing owners and any Principal Investors, saleand (B) any interests in the parent entities of such owners; (ii) a Transfer of equity interests in any Guarantor, transferSponsor or Master Lessee in conjunction with or after an initial public offering of shares, issuance provided that from and after the consummation of such initial public offering, no Person or pledge of LTIP Units (group other than the transfer Principal Control Persons and Principal Investors (A) shall have acquired beneficial ownership, directly or pledge indirectly, of equity interests in Master Lessee representing more than twenty-five percent (25%) of the direct interests voting power and economic interest in BorrowerMaster Lessee where such ownership represents a greater amount of the voting power or economic interest in Master Lessee than that which is then owned by the Principal Control Persons and Principal Investors in aggregate, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (B) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Master Lessee; (iii) the sale, transfer, pledge or issuance Transfers of shares of common stock or securities convertible into or exchangeable for 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 or (iv) the pledge of any direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 Guarantors (including, without limitation, any combination of one or more Guarantors or a Guarantor with Sponsor), and the covenants contained herein relating pledge or grant of security interests, as permitted under the terms of the organizational documents for each of the Guarantors; and (iv) the pledge, hypothecation, encumbrance or granting of a security interest in or lien on the direct interest in Master Lessee to ERISA mattersan Approved Bank as security for the Revolving/Term Credit Facility (the “Revolving/Term Credit Facility Lien”)); provided, further, that, with respect to provided that the transfers listed in clauses (i) and/or (ii) above, Revolving/Term Credit Facility Lien shall not be foreclosed upon unless (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice ownership of such transfers; direct interest in Master Lessee following such foreclosure shall be held by an Approved Bank or a Qualified Transferee and comply with all Gaming Laws and (B) no such sale, transfer, issuance foreclosure shall not create or pledge, as applicable, shall result in cause a change in Control Default or Event of Guarantor or Affiliated Manager Default hereunder (provided that a change in the board occurrence of Guarantor such foreclosure, so long as clause (A) is complied with, shall not of itself constitute a violation Default or Event of Default). For purposes solely of this Section 8.5(b)(iv), the term “Qualified Transferee” shall have the meaning set forth in Section 1.1 except that the “$2 Billion” figure in clause (B)); (Cb) after giving effect to such saleof the definition in Section 1.1 is replaced with “$1 Billion.” Notwithstanding the foregoing, transferMezzanine Borrower shall not, issuance and shall not permit or suffer any person to, pledge, as applicablehypothecate, Guarantor shall (I) own at least encumber or grant a 51% direct or indirect equity ownership security interest in each of or lien on any direct or, except as set forth in this Section 8.5, indirect interest in Mortgage Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower or any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control BorrowerEntities, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation of the Properties; (D) after giving effect to such sale, transfer, issuance Guarantor or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;Sponsor.

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6foregoing, none of the following equity transfers Transfers (each a “Permitted Transfer”) shall be permitted without Lender’s consent: deemed to be a Prohibited Equity Transfer: (i) a transfer Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both trustor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust; (but not ii) a pledge) Transfer 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 where such Transfer does not result in a Default under this Agreement; (other iii) Transfers of interests in KBS SOR II IC Myrtle Beach Property LLC (“Borrower Member”) and KBS SOR II Myrtle Beach Operations LLC (“Operating Lessee Member”) between the members of Borrower Member and Operating Lessee Member; provided that following any such Transfer(s), (i) Guarantor continues to own, directly or indirectly, not less than a transfer ninety percent (90%) of the direct interests in BorrowerBorrower and Operating Lessee and to Control Borrower and Operating Lessee, Mortgage Borrowerin each case subject to the terms of (x) the Limited Liability Company Agreement of Borrower Member, Mezzanine B Borrower or any Xxxxxx Intermediate Entity)(v) the Limited Liability Company Agreement of Operating Lessee Member, and (z) the Management Agreement, (ii) the (1) transfer (but not the pledge), in one or a series of transactions, identity of the stock, partnership ultimate indirect owners of each of Borrower and Operating Lessee is identical and the percentage interests or membership interests (as the case may be) owned by such ultimate indirect owners in a Restricted Party (other than the transfer each of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), and Operating Lessee is identical and (iii) the salefor so long as IC Myrtle Beach Holdings LLC (“ICBH”) owns a direct or indirect interest in Borrower and Operating Lessee, transferICBH is Controlled, pledge directly or issuance indirectly, by one or more of shares of common stock or securities convertible into or exchangeable for shares of common stock in any Restricted Party that is a publicly traded entityXxx Xxxxx, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange or Xxxxxxx Xxxxxxx and Xxx Xxxx; and (iv) For so long as ICBH owns a direct or indirect interest in Borrower and Operating Lessee, (and notwithstanding the pledge provisions of any Section 11.2(b)(iii)), Transfers of direct or indirect interests in BorrowerICBH to any Person; provided following such Transfer(s) ICBH is Controlled by one or more of Xxx Xxxxx, any SPE Component Entity Xxxxxxx Xxxxxxx and Xxx Xxxx; and (as defined herein and v) Transfers of direct or indirect interests in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 Guarantor (including, without limitation, KBS Operating Partnership, KBS Strategic Opportunity Holdings II, LLC, a Delaware limited liability company (“Operating LLC”), and KBS REIT); provided KBS REIT continues to own, directly or indirectly, one hundred percent (100%) of the covenants contained herein relating to ERISA matters))equity interests in Guarantor; provided, further, thatthat Transfers of up to forty-nine percent (49%) (in the aggregate) of the direct or indirect interests in Guarantor to a Person not owned directly or indirectly by KBS REIT (a “Non-Affiliate Transferee”) shall be permitted with Lender’s consent, which consent shall not be unreasonably withheld, provided that (i) not less than fifteen (15) Business Days prior to the date of the proposed Transfer, Borrower delivers a written request to Lender for Lender’s consent to such Transfer, which request shall specifically identify the proposed Non-Affiliate Transferee, together with such other information with respect to the transfers listed in clauses such Non-Affiliate Transferee as Lender may reasonably request (iincluding, 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/or and (ii) above, (A) except with respect it shall be reasonable for Lender to withhold its consent to such Transfer if the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive Non-Affiliate Transferee is not less than thirty (30) days prior written notice of such transfersa Xxxxx Fargo Customer in Good Standing; (B) no such sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Guarantor or Affiliated Manager (provided further that a change in the board of Guarantor shall not constitute a violation of this clause be permitted to execute guaranties and/or indemnity agreements for its subsidiaries; and (B)); vi) KBS Operating Partnership, Operating LLC, KBS REIT (C) after giving effect to such salecollectively, transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement“KBS Upper-Tier Entities), and any other Person owning interests in the KBS Upper-Tier Entities, direct or indirect, shall be permitted to execute guaranties and/or indemnity agreements for their respective subsidiaries and to obtain loans from, or incur indebtedness to, any third-party lender (each Mortgage Borrower a “Secondary Loan”) and to pledge their respective interests (IIIdirect or indirect) control in the dayKBS Upper-to-day operation Tier Entities or Guarantor, as security for any such Secondary Loan so long as any default under a Secondary Loan resulting in a foreclosure of the Properties; (D) after giving effect to such sale, transfer, issuance or pledge, as applicable, pledged interests shall be a Default under the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;Loan Documents.

Permitted Equity Transfers. (a) A Transfer of a direct or indirect ownership interest in Mezzanine Borrower, Mortgage Borrower or the SPE Entities 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 fifteen (15) 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,, Senior Mezzanine Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower or any other SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, and (v) the Principal Control Persons collectively retain Control of Mortgage Borrower, Senior Mezzanine Borrower, and Mezzanine Borrower and 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 the SPE Entities. (b) Notwithstanding anything herein to the restrictions contained in this Article 6contrary, the following equity transfers Transfers shall be permitted without Lender’s consent: not require the prior written consent of or, except as otherwise required in clause (y) below, notice to Mezzanine Lender or a Rating Agency Confirmation so long as (x) (except with respect to Section 8.5(b)(ii) and (iv) below) Section 8.5(a)(v) above is complied with and (y) with respect to (1) any Transfer of interests in any Guarantor or Sponsor that alters the ratio of ownership interests in Master Lessee between that owned by Colony Capital, LLC and its Affiliates, on the one hand, and that owned by the Xxxxxxxx Brothers and their Affiliates and Family Trusts, on the other hand, and (2) any Transfer of interests in the Xxxxxxxx Brothers and their Affiliates and Family Trusts to Persons other than Principal Investors, Mezzanine Lender shall receive prior written notice: (i) a transfer Transfer of (but not a pledgeA) 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 (other than a transfer of the direct interests in Borrowerany Guarantor or Sponsor between or among its existing owners and any Principal Investors, Mortgage Borrower, Mezzanine B Borrower or and (B) any Xxxxxx Intermediate Entity), interests in the parent entities of such owners; (ii) a Transfer of equity interests in any Guarantor, Sponsor or Master Lessee in conjunction with or after an initial public offering of shares, provided that from and after the (1) transfer (but not the pledge)consummation of such initial public offering, in one no Person or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (group other than the transfer Principal Control Persons and Principal Investors (A) shall have acquired beneficial ownership, directly or indirectly, of equity interests in Master Lessee representing more than twenty-five percent (25%) of the direct interests voting power and economic interest in BorrowerMaster Lessee where such ownership represents a greater amount of the voting power or economic interest in Master Lessee than that which is then owned by the Principal Control Persons and Principal Investors in aggregate, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2B) subject shall have obtained the power (whether or not exercised) to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge elect a majority of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower members of the board of directors (or any Xxxxxx Intermediate Entity), similar governing body) of Master Lessee; (iii) the sale, transfer, pledge or issuance Transfers of shares of common stock or securities convertible into or exchangeable for 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 or (iv) the pledge of any direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 Guarantors (including, without limitation, any combination of one or more Guarantors or a Guarantor with Sponsor), and the covenants contained herein relating pledge or grant of security interests, as permitted under the terms of the organizational documents for each of the Guarantors; and (iv) the pledge, hypothecation, encumbrance or granting of a security interest in or lien on the direct interest in Master Lessee to ERISA mattersan Approved Bank as security for the Revolving/Term Credit Facility (the “Revolving/Term Credit Facility Lien”)); provided, further, that, with respect to provided that the transfers listed in clauses (i) and/or (ii) above, Revolving/Term Credit Facility Lien shall not be foreclosed upon unless (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice ownership of such transfers; direct interest in Master Lessee following such foreclosure shall be held by an Approved Bank or a Qualified Transferee and comply with all Gaming Laws and (B) no such sale, transfer, issuance foreclosure shall not create or pledge, as applicable, shall result in cause a change in Control Default or Event of Guarantor or Affiliated Manager Default hereunder (provided that a change in the board occurrence of Guarantor such foreclosure, so long as clause (A) is complied with, shall not of itself constitute a violation Default or Event of Default). For purposes solely of this Section 8.5(b)(iv), the term “Qualified Transferee” shall have the meaning set forth in Section 1.1 except that the “$2 Billion” figure in clause (B)); (Cb) after giving effect to such saleof the definition in Section 1.1 is replaced with “$1 Billion.” Notwithstanding the foregoing, transferMezzanine Borrower shall not, issuance and shall not permit or suffer any person to, pledge, as applicablehypothecate, Guarantor shall (I) own at least encumber or grant a 51% direct or indirect equity ownership security interest in each of or lien on any direct or, except as set forth in this Section 8.5, indirect interest in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower or any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control BorrowerEntities, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation of the Properties; (D) after giving effect to such sale, transfer, issuance Guarantor or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;Sponsor.

Permitted Equity Transfers. Notwithstanding anything herein to the contrary, but subject to Section 8.1(b), the following Transfers shall not require the prior written consent of Lender: (a) Notwithstanding the restrictions contained pledge of the Equity Interests in this Article 6, Master Lease Guarantor or any of its Subsidiaries pursuant to the following equity transfers shall be permitted without Lender’s consent: terms of the Master Lease Guarantor Facility or a foreclosure (ior transfer in lieu of thereof) of such Equity Interests in Master Lease Guarantor or any of its Subsidiaries resulting from the exercise of remedies as set forth in the Master Lease Guarantor Facility (an “Opco Equity Foreclosure”); (b) a transfer Transfer (but not a pledgepledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party (i) Guarantor or any memberthen-existing Intermediate HoldCo Entity of 100% (and not less than 100%) of its direct Equity Interests in HoldCo or any then-existing Intermediate HoldCo Entity to a new Intermediate HoldCo Entity, partner provided that the Base Transfer Conditions have been satisfied, or shareholder (ii) HoldCo or any then-existing Intermediate PropCo Entity of 100% (and not less than 100%) of its direct Equity Interests in PropCo or any then-existing Intermediate PropCo to a Restricted Party new Intermediate PropCo Entity, provided that the Base Transfer Conditions have been satisfied; (c) a Transfer of direct or indirect Equity Interests in any Sponsor; (d) a Qualifying IPO of any IPO Entity, or any other Transfer (but not a pledge or encumbrance) of the direct or indirect Equity Interests in Guarantor, Master Lease Guarantor, HoldCo, any Intermediate Entity or PropCo (such Person in which such Equity Interests are transferred by means other than a transfer of the direct interests in BorrowerQualifying IPO, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate a “Related Holding Entity”), provided that the following conditions have been satisfied: (i) the Base Transfer Conditions have been satisfied; (ii) the with respect to (A) any such Transfer other than a Qualifying IPO, subsequent to such Transfer, (1) transfer Permitted Holders or in the case of a Transfer to a Permitted Transferee, the related Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) of the Equity Interests in, and Control, the Related Holding Entity (and, through ownership of the Related Holding Entity, in each direct or indirect Subsidiary of the Related Holding Entity) and (2) Permitted Holders or in the case of a Transfer to a Permitted Transferee, the related Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) of the Equity Interests in, and Control, PropCo, PRP, each Senior Borrower and Borrower, and (B) any Qualifying IPO of the Master Lease Guarantor, Permitted Holders or in the case of a prior Transfer to a Permitted Transferee, the related Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) of the Equity Interests in, and Control, PropCo, PRP, each Senior Borrower and Borrower (the foregoing requirements of (A) and (B) above, as applicable, the “Minimum Ownership/Control Requirements”), and (C) any Qualifying IPO, following such Qualifying IPO, the Post-IPO Control Requirements shall be satisfied; and (iii) if subsequent to any Qualifying IPO or any other Transfer, the Guarantor Asset Covenant would no longer be satisfied, then as an additional condition to completing any such Qualifying IPO or other such Transfer, the Guarantor Net Worth Requirements must be satisfied in accordance with Section 8.5; or (e) upon and subsequent to a Qualifying IPO of any IPO Entity, Transfers (whether direct or indirect and whether in open market transactions or otherwise) of the shares in such IPO Entity, provided that no Post-IPO Change of Control occurs; or (f) a Transfer (but not a pledge or encumbrance) of direct or indirect Equity Interests in any Permitted Transferee, provided that (i) subsequent to such Transfer, such Person shall continue to satisfy the pledgecriteria for a Permitted Transferee set forth in the definition thereof, and (ii) if such Permitted Transferee holds a direct Equity Interest in any Lower Tier Entity and such Transfer shall cause any transferee, together with its Affiliates, to acquire indirect Equity Interests in Borrower aggregating more than forty-nine percent (49%), or to increase its indirect Equity Interests in one or a series of transactions, of the stock, partnership interests or membership interests Borrower from an amount that is less than forty-nine percent (as the case may be49%) in a Restricted Party to an amount that is greater than forty-nine percent (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity49%), an Additional Non-Consolidation Opinion is provided to Lender as a condition to such Transfer; or (iiig) the saleupon and subsequent to a Qualifying IPO of an Upper Tier Entity, transfer, pledge Transfers of direct or issuance of shares of common stock or securities convertible into or exchangeable for shares of common stock indirect Equity Interests in any Restricted Party that is a publicly traded entitysuch Upper Tier Entity, provided such shares that no Post-IPO Change of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange or Control occurs; or (ivh) the pledge of any direct or indirect interests in Borrower, Equity Interest any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Senior Borrower in connection with pursuant to the Loan and Documents or the First Mezzanine B Loan Documents and the exercise of of, and any Transfer that results from the exercise of, any rights or remedies that Lender or First Mezzanine B Lender may have under its respective the Loan Documents or the First Mezzanine Loan Documents (providedbut, thatfor clarification, the foregoing provisions of clauses (i), (ii), (iiithis Section 8.4(h) and (iv) above shall not permit an assignment in lieu of foreclosure). Borrower shall be deemed to waiveresponsible for the payment of and shall pay or reimburse Lender for all of Lender’s reasonable out-of-pocket fees, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein costs and in the other Loan Documents (expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Lender in connection with the covenants contained herein relating to ERISA matters)); providedreview, further, that, with respect to the transfers listed in clauses (i) and/or (ii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice of such transfers; (B) no such sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Guarantor or Affiliated Manager (provided that a change in the board of Guarantor shall not constitute a violation of this clause (B)); (C) after giving effect to such sale, transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower, any SPE Component Entity (as defined herein negotiation and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation implementation of the Properties; (D) after giving effect to such sale, transfer, issuance or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved provisions and documentation provided for in accordance with the applicable terms and conditions hereof;this Section 8.4.

Permitted Equity Transfers. Notwithstanding anything herein to the contrary, but subject to Section 8.1(b), the following Transfers shall not require the prior written consent of Lender: (a) Notwithstanding the restrictions contained pledge of the Equity Interests in this Article 6, Master Lease Guarantor or any of its Subsidiaries pursuant to the following equity transfers shall be permitted without Lender’s consent: terms of the Master Lease Guarantor Facility or a foreclosure (ior transfer in lieu of thereof) of such Equity Interests in Master Lease Guarantor or any of its Subsidiaries resulting from the exercise of remedies as set forth in the Master Lease Guarantor Facility (an “Opco Equity Foreclosure”); (b) a transfer Transfer (but not a pledgepledge or encumbrance) by devise or descent or by operation of law upon the death of a Restricted Party (i) Guarantor or any memberthen-existing Intermediate HoldCo Entity of 100% (and not less than 100%) of its direct Equity Interests in HoldCo or any then-existing Intermediate HoldCo Entity to a new Intermediate HoldCo Entity, partner provided that the Base Transfer Conditions have been satisfied, or shareholder (ii) HoldCo or any then-existing Intermediate PropCo Entity of 100% (and not less than 100%) of its direct Equity Interests in PropCo or any then-existing Intermediate PropCo to a Restricted Party new Intermediate PropCo Entity, provided that the Base Transfer Conditions have been satisfied; (c) a Transfer of direct or indirect Equity Interests in any Sponsor; (d) a Qualifying IPO of any IPO Entity, or any other Transfer (but not a pledge or encumbrance) of the direct or indirect Equity Interests in Guarantor, Master Lease Guarantor, HoldCo, any Intermediate Entity or PropCo (such Person in which such Equity Interests are transferred by means other than a transfer Qualifying IPO, a “Related Holding Entity”), provided that the following conditions have been satisfied: (i) the Base Transfer Conditions have been satisfied; (ii) with respect to (A) any such Transfer other than a Qualifying IPO, subsequent to such Transfer, (1) Permitted Holders or in the case of a Transfer to a Permitted Transferee, the related Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) of the Equity Interests in, and Control, the Related Holding Entity (and, through ownership of the Related Holding Entity, in each direct interests or indirect Subsidiary of the Related Holding Entity) and (2) Permitted Holders or in Borrowerthe case of a Transfer to a Permitted Transferee, the related Permitted Transferee (or any combination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (51%) of the Equity Interests in, and Control, PropCo, PRP, Mortgage Borrower, Borrower and Second Mezzanine B Borrower Borrower, and (B) any Qualifying IPO of the Master Lease Guarantor, Permitted Holders or in the case of a prior Transfer to a Permitted Transferee, the related Permitted Transferee (or any Xxxxxx Intermediate Entitycombination of one or more of them, subject to the limitations in the definition of Permitted Holders), directly or indirectly own no less than fifty-one percent (ii51%) the (1) transfer (but not the pledge), in one or a series of transactions, of the stockEquity Interests in, partnership interests or membership interests (as the case may be) in a Restricted Party (other than the transfer of the direct interests in Borrowerand Control, PropCo, PRP, Mortgage Borrower, Borrower and Second Mezzanine B Borrower or any Xxxxxx Intermediate Entity(the foregoing requirements of (A) or and (2) subject to Section 6.2(b)(ixB) above, saleas applicable, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity“Minimum Ownership/Control Requirements”), and (C) any Qualifying IPO, following such Qualifying IPO, the Post-IPO Control Requirements shall be satisfied; and (iii) if subsequent to any Qualifying IPO or any other Transfer, the saleGuarantor Asset Covenant would no longer be satisfied, transferthen as an additional condition to completing any such Qualifying IPO or other such Transfer, the Guarantor Net Worth Requirements must be satisfied in accordance with Section 8.5; or (e) upon and subsequent to a Qualifying IPO of any IPO Entity, Transfers (whether direct or indirect and whether in open market transactions or otherwise) of the shares in such IPO Entity, provided that no Post-IPO Change of Control occurs; or (f) a Transfer (but not a pledge or issuance encumbrance) of shares of common stock direct or securities convertible into or exchangeable for shares of common stock indirect Equity Interests in any Restricted Party Permitted Transferee, provided that (i) subsequent to such Transfer, such Person shall continue to satisfy the criteria for a Permitted Transferee set forth in the definition thereof, and (ii) if such Permitted Transferee holds a direct Equity Interest in any Lower Tier Entity and such Transfer shall cause any transferee, together with its Affiliates, to acquire indirect Equity Interests in Borrower aggregating more than forty-nine percent (49%), or to increase its indirect Equity Interests in Borrower from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), an Additional Non-Consolidation Opinion is provided to Lender as a publicly traded entitycondition to such Transfer; or (g) upon and subsequent to a Qualifying IPO of an Upper Tier Entity, Transfers of direct or indirect Equity Interests in such Upper Tier Entity, provided such shares that no Post-IPO Change of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange or Control occurs; or (ivh) the pledge of any direct or indirect interests Equity Interest in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Borrower or Mortgage Borrower in connection with the Loan and pursuant to the Mezzanine B Loan Documents and the exercise of of, and any Transfer that results from the exercise of, any rights or remedies that Lender or any Mezzanine B Lender may have under its respective the Mezzanine Loan Documents (providedbut, thatfor clarification, the foregoing provisions of clauses (i), (ii), (iiithis Section 8.4(h) and (iv) above shall not permit an assignment in lieu of foreclosure). Borrower shall be deemed to waiveresponsible for the payment of and shall pay or reimburse Lender for all of Lender’s reasonable out-of-pocket fees, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein costs and in the other Loan Documents (expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Lender in connection with the covenants contained herein relating to ERISA matters)); providedreview, further, that, with respect to the transfers listed in clauses (i) and/or (ii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice of such transfers; (B) no such sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Guarantor or Affiliated Manager (provided that a change in the board of Guarantor shall not constitute a violation of this clause (B)); (C) after giving effect to such sale, transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower, any SPE Component Entity (as defined herein negotiation and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower and (III) control the day-to-day operation implementation of the Properties; (D) after giving effect to such sale, transfer, issuance or pledge, as applicable, the Property shall continue to be managed by Manager or a New Manager approved provisions and documentation provided for in accordance with the applicable terms and conditions hereof;this Section 8.4.

Permitted Equity Transfers. (a) Notwithstanding A Transfer of a direct or indirect ownership interest in Borrower and the restrictions contained in this Article 6, the following equity transfers SPE Entities that is otherwise prohibited hereunder shall nevertheless be permitted without Lender’s consent: prior written consent or a Rating Agency Confirmation if (i) 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) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Borrower or Mezzanine Borrower, or any other SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, and (v) the Principal Control Persons collectively retain Control of Borrower and the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Borrower and the SPE Entities. (b) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of or, except as otherwise required in clause (y) below, notice to Lender or a Rating Agency Confirmation so long as (x) (except with respect to Section 8.5(b)(ii) and (iv) below) Section 8.5(a)(v) above is complied with and (y) with respect to (1) any Transfer of interests in any Guarantor or Sponsor that alters the ratio of ownership interests in Master Lessee between that owned by Colony Capital, LLC and its Affiliates, on the one hand, and that owned by the Xxxxxxxx Brothers and their Affiliates and Family Trusts, on the other hand, and (2) any Transfer of interests in the Xxxxxxxx Brothers and their Affiliates and Family Trusts to Persons other than Principal Investors, Lender shall receive prior written notice: (i) a transfer Transfer of (but not a pledgeA) 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 (other than a transfer of the direct interests in Borrowerany Guarantor or Sponsor between or among its existing owners and any Principal Investors, Mortgage Borrower, Mezzanine B Borrower or and (B) any Xxxxxx Intermediate Entity), interests in the parent entities of such owners; (ii) a Transfer of equity interests in any Guarantor, Sponsor or Master Lessee in conjunction with or after an initial public offering of shares, provided that from and after the (1) transfer (but not the pledge)consummation of such initial public offering, in one no Person or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (group other than the transfer Principal Control Persons and Principal Investors (A) shall have acquired beneficial ownership, directly or indirectly, of equity interests in Master Lessee representing more than twenty-five percent (25%) of the direct interests voting power and economic interest in BorrowerMaster Lessee where such ownership represents a greater amount of the voting power or economic interest in Master Lessee than that which is then owned by the Principal Control Persons and Principal Investors in aggregate, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2B) subject shall have obtained the power (whether or not exercised) to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge elect a majority of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower members of the board of directors (or any Xxxxxx Intermediate Entity), similar governing body) of Master Lessee; (iii) the sale, transfer, pledge or issuance Transfers of shares of common stock or securities convertible into or exchangeable for 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 or (iv) the pledge of any direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 Guarantors (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, any combination of one or more Guarantors or a Guarantor with respect to the transfers listed in clauses (i) and/or (ii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice of such transfers; (B) no such sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Guarantor or Affiliated Manager (provided that a change in the board of Guarantor shall not constitute a violation of this clause (B)); (C) after giving effect to such sale, transfer, issuance or pledge, as applicable, Guarantor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement) and each Mortgage Borrower; (II) Control Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan AgreementSponsor), and each Mortgage Borrower and (III) control the day-to-day operation pledge or grant of security interests, as permitted under the terms of the Propertiesorganizational documents for each of the Guarantors; and (Div) after giving effect to such sale, transfer, issuance or the pledge, hypothecation, encumbrance or granting of a security interest in or lien on the direct interest in Master Lessee to an Approved Bank as applicable, the Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof;security for the