Common use of Permitted Equity Transfers Clause in Contracts

Permitted Equity Transfers. A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, 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 interest in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Senior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (a) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (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 and provided Borrower complies with Section 8.5(a) and (b) (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; and (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 interests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) 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) an “umbrella partnership” in which a publicly traded REIT is the general partner (e.g., Vornado Realty Trust). (b) Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in or lien on any direct or, except as set forth in this Section 8.5, indirect, interest in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, or any SPE Entities.

Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Fourth Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, Junior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Fourth Mezzanine Borrower, Fourth Mezzanine Borrower continues to hold 100% of the ownership interests in Mezzanine Borrower, Mezzanine Borrower continues to hold 100% of the ownership interests in Second Mezzanine Borrower, Second Mezzanine Borrower continues to hold 100% of the ownership interests in First Mezzanine Borrower, and First Mezzanine Borrower continues to own 100% of the ownership interest interests in Mortgage Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, each Senior Mezzanine Borrower, and each Senior Junior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, and (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (ab) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (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 and provided Borrower complies with Section 8.5(a) and (b) (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; and; (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 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 interests in realization upon such pledge or encumbrance, provided not less than fifty-fifty one percent (51%) 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-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) an “umbrella partnership” in which a publicly traded REIT is the general partner (e.g.eg., Vornado Realty Trust). (bc) Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in or lien on any direct or, except as set forth in this Section 8.5, indirect, interest in Mortgage Borrower, Mezzanine Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, any Junior Mezzanine Borrower or any SPE Entities.

Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Junior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Mezzanine Borrower and Mezzanine Borrower continues to own 100% of the ownership interest interests in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Senior Junior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (ab) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (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 and provided Borrower complies with Section 8.5(a) and (b) (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; and (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 interests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) 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) an “umbrella partnership” in which a publicly traded REIT is the general partner (e.g., Vornado Realty Trust). (bc) Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in or lien on any direct or, except as set forth in this Section 8.5, indirect, interest in Mortgage Borrower, Mezzanine Borrower, any Senior Junior Mezzanine Borrower, Borrower or any SPE Entities.

Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, any Junior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Mezzanine Borrower and Mezzanine Borrower continues to own 100% of the ownership interest interests in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Senior Junior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (ab) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (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 and provided Borrower complies with Section 8.5(a) and (b) (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; and (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 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 to, or transferee of all or substantially all of the assets of of, any of the foregoing, 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 interests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) 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) an “umbrella partnership” in which a publicly traded REIT is the general partner (e.g.eg, Vornado Realty Trust). (bc) Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in 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 Senior Junior Mezzanine Borrower, Borrower or any SPE Entities.

Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, any Junior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Mezzanine Borrower and Mezzanine Borrower continues to own 100% of the ownership interest interests in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Senior Junior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (ab) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (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 and provided Borrower complies with Section 8.5(a) and (b) (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; and (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 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 interests in realization upon such pledge or encumbrance, provided not less than fifty-fifty one percent (51%) 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) an “umbrella partnership” in which a publicly traded REIT is the general partner (e.g., Vornado Realty Trust). (bc) Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in 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 Senior Junior Mezzanine Borrower, Borrower or any SPE Entities.

Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, 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 interest in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Senior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (ab) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (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 Transferee, and provided Borrower complies with Section 8.5(a) and (b) (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; and (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 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 interests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) 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) an “umbrella partnership” in which a publicly traded REIT is the general partner (e.g., Vornado Realty Trust). (bc) Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in or lien on any direct or, except as set forth in this Section 8.5, indirect, interest in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, Borrower or any SPE Entities.

Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Junior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Mezzanine Borrower and Mezzanine Borrower continues to own 100% of the ownership interest interests in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Senior Junior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (ab) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (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 and provided Borrower complies with Section 8.5(a) and (b) (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; and (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, 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 interests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) 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) an “umbrella partnership” in which a publicly traded REIT is the general partner (e.g.eg, Vornado Realty Trust). (bc) Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in or lien on any direct or, except as set forth in this Section 8.5, indirect, interest in Mortgage Borrower, Mezzanine Borrower, any Senior Junior Mezzanine Borrower, Borrower or any SPE Entities.

Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial ownership interest in Mezzanine Borrower or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives thirty fifteen (3015) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either of Mortgage Borrower or Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, HoldCo, Borrower or any SPE Entity Junior Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), (ivv) 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 interest in Borrower, (vi) Guarantor retains the Principal Control Persons collectively retain Control of Mortgage Borrower, Master LesseeSenior Mezzanine Borrower, HoldCo, Mezzanine Borrower and any Junior Mezzanine Borrower, and each Senior Mezzanine Borrower, and Mortgage Borrower and continues (vii) the Principal Investors collectively continue to own, directly and/or indirectly, at least fifty-one percent (51%) % of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers)Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower. (ab) 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 LenderLender 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 Sponsor,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 Guarantor any Guarantor, Sponsor or Master Lessee as a result in conjunction with or after an initial public offering of a merger shares, provided that from and after the consummation of such initial public offering, no Person or a Transfer group other than the Principal Control Persons and Principal Investors (A) shall have acquired beneficial ownership, directly or indirectly, of all or substantially all equity interests in Master Lessee representing more than twenty-five percent (25%) of the assets of a direct or indirect owner of Guarantor or 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 Permitted Transferee majority of the members of the board of directors (or Pre-Approved Transferee and provided Borrower complies with Section 8.5(asimilar governing body) and (b) (and thereafter Transfers of interests in any such transferee if it is publicly traded)Master Lessee; (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; and (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 interests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) 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 Transfers of direct or indirect interests in the Person Guarantors (“HoldCo Parent”) that owns including, without limitation, any combination of one or more Guarantors or a Guarantor with Sponsor), and the direct interests in HoldCo pledge or grant of security interests, as security for a loan secured by all or substantially all permitted under the terms of the assets organizational documents for each 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 SponsorGuarantors; and (viiiv) the pledge, hypothecation, encumbrance or granting of a Transfer of direct or indirect interests in any Person that holds an indirect security interest in HoldCo or lien on the direct interest in Master Lessee to an Approved Bank as security for the Revolving/Term Credit Facility (the “Revolving/Term Credit Facility Lien”), provided that is either the Revolving/Term Credit Facility Lien shall not be foreclosed upon unless (A) publicly traded the ownership of such 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) an such foreclosure shall not create or cause a Default or Event of Default hereunder (provided that the occurrence of such foreclosure, so long as clause (A) is complied with, shall not of itself constitute a Default or Event of Default). For purposes solely of this Section 8.5(b)(iv), the term “umbrella partnershipQualified Transferee” shall have the meaning set forth in which a publicly traded REIT is Section 1.1 except that the general partner (e.g., Vornado Realty Trust). “$2 Billion” figure in clause (b) of the definition in Section 1.1 is replaced with “$1 Billion.” Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in or lien on any direct or, except as set forth in this Section 8.5, indirect, indirect interest in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower, any Senior Junior Mezzanine Borrower, Borrower or any SPE Entities, any Guarantor or Sponsor.

Permitted Equity Transfers. (a) A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Fourth Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, Junior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Fourth Mezzanine Borrower, Fourth Mezzanine Borrower continues to hold 100% of the ownership interests in Mezzanine Borrower, Mezzanine Borrower continues to hold 100% of the ownership interests in Second Mezzanine Borrower, Second Mezzanine Borrower continues to hold 100% of the ownership interests in First Mezzanine Borrower, and First Mezzanine Borrower continues to own 100% of the ownership interest interests in Mortgage Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, each Senior Mezzanine Borrower, and each Senior Junior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (ab) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (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 Transferee, and provided Borrower complies with Section 8.5(a) and (b) (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; and (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 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 to, or transferee of all or substantially all of the assets of of, any of the foregoing, 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 interests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) 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) an “umbrella partnership” in which a publicly traded REIT is the general partner (e.g.eg, Vornado Realty Trust). (bc) Notwithstanding the foregoing, Mezzanine Borrower shall not, and shall not permit or suffer any person to, pledge, hypothecate, encumber or grant a security interest in or lien on any direct or, except as set forth in this Section 8.5, indirect, interest in Mortgage Borrower, Mezzanine Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, any Junior Mezzanine Borrower or any SPE Entities.