Common use of Permitted Equity Transfers Clause in Contracts

Permitted Equity Transfers. (a) A Transfer of an ownership interest in Mezzanine Borrower or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either of Mortgage Borrower or Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the ownership interests in Mezzanine Borrower or any Junior Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), (v) the transferee is not a Disqualified Transferee, (vi) the Principal Control Persons collectively retain Control of Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower, and (vii) the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower.

Permitted Equity Transfers. (a) A Transfer of an ownership interest in Mezzanine Borrower or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either of Mortgage Borrower or Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the ownership interests in Mezzanine Borrower or any Junior Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), (viv) the transferee is not a Disqualified Transferee, (viv) the Principal Control Persons collectively retain Control of Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower, and (viivi) the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower.

Permitted Equity Transfers. (a) A Transfer of an ownership interest in Mezzanine Borrower or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either any of Mortgage Borrower or any Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the ownership interests in Mezzanine Borrower or any Junior Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), (v) the transferee is not a Disqualified Transferee, (vi) the Principal Control Persons collectively retain Control of Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower, and (vii) the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower.

Permitted Equity Transfers. (a) A Transfer of an a direct or indirect ownership interest in Mezzanine Borrower, Mortgage Borrower or any Junior Mezzanine Borrower 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 all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either of Mortgage Borrower or Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, any Senior Mezzanine Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower or any Junior Mezzanine Borrower other SPE Entity is being Transferred (in the aggregate of all such Transfers), (viv) the transferee is not a Disqualified Transferee, and (viv) the Principal Control Persons collectively retain Control of Mortgage Borrower, any Senior Mezzanine Borrower, and 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, any Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrowerthe SPE Entities.

Permitted Equity Transfers. (a) A Transfer of an ownership interest in Mezzanine Borrower or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either of Mortgage Borrower or Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the ownership interests in Mezzanine Borrower or any Junior Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), (v) the transferee is not a Disqualified Transferee, (vi) the Principal Control Persons collectively retain Control of Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower, and (vii) the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower and any Junior Mezzanine Borrower.

Permitted Equity Transfers. (a) A Transfer of an ownership interest in Mezzanine Borrower Borrower, or any Junior Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either any of Mortgage Borrower or any Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the ownership interests in Mezzanine Borrower or any Junior Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), (v) the transferee is not a Disqualified Transferee, (vi) the Principal Control Persons collectively retain Control of Mortgage Borrower, any Senior Mezzanine Borrower, Mezzanine Borrower 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, any Senior Mezzanine Borrower, Mezzanine Borrower Borrower, and any Junior Mezzanine Borrower.

Permitted Equity Transfers. (a) A Transfer of an a direct or indirect ownership interest in Mezzanine Borrower, Mortgage Borrower or any Junior Mezzanine Borrower 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 all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either of Mortgage Borrower or Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower,, Senior Mezzanine Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower or any Junior Mezzanine Borrower other SPE Entity is being Transferred (in the aggregate of all such Transfers), (viv) the transferee is not a Disqualified Transferee, and (viv) the Principal Control Persons collectively retain Control of Mortgage Borrower, Senior Mezzanine Borrower, and 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 Borrowerthe SPE Entities.

Permitted Equity Transfers. (a) A Transfer of an a direct or indirect ownership interest in Mezzanine Borrower, Mortgage Borrower or any Junior Mezzanine Borrower 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 all of the following conditions are satisfied with respect to such Transfer: (i) Mezzanine Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) none of the direct ownership interests in either of Mortgage Borrower or Senior Mezzanine Borrower is being Transferred, (iv) no more than forty-nine percent (49%) of the direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower or any Junior Mezzanine Borrower other SPE Entity is being Transferred (in the aggregate of all such Transfers), (viv) the transferee is not a Disqualified Transferee, and (viv) the Principal Control Persons collectively retain Control of Mortgage Borrower, Senior Mezzanine Borrower, Borrower and 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 Borrowerthe SPE Entities.