Common use of Permitted Transfers of Equity Interests Clause in Contracts

Permitted Transfers of Equity Interests. (a) Notwithstanding anything to the contrary contained herein, but subject to the conditions set forth in this Section 8.2, Permitted Transfers (other than those Permitted Transfers described in (c) below (except to the extent set forth therein)) shall be permitted without Administrative Agent’s consent. (b) In connection with any proposed Permitted Transfer (other than a Transfer described in clause (i) of the definition with respect to a publicly held real estate investment trust): (i) Borrower shall provide Administrative Agent written notice of such Transfer, together with copies of all instruments effecting such Transfer, and a certificate of Borrower certifying that the requirements of this Agreement have been satisfied, not less than ten (10) Business Days prior to the date of such Transfer (ii) subject to the terms of Section 8.2(c) below, after giving effect to any Transfer, (A) no change of Control shall occur with respect to Borrower, Mezzanine Borrower or Guarantor (other than a change of Control in the JV Entity to KBS JV Partner as permitted in the JV Agreement provided, however, such transfer shall be conditioned upon an Acceptable Replacement Guarantor from KBS JV Partner or their Affiliate being put in place and (B) Borrower shall own 100% of the direct equity interests in Mortgage Borrower; (iii) Borrower, Mortgage Borrower and SPC Party shall each continue to be Special Purpose Bankruptcy Remote Entities; (iv) Borrower shall pay all reasonable, out-of-pocket costs and expenses of Administrative Agent in connection with such Permitted Transfer, including, without limitation, all fees and expenses of Administrative Agent’s counsel; (v) such transferee shall not be a Prohibited Person; (vi) each such Transfer shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question, (A) remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons, and (B) continue to comply with the covenants contained herein relating to ERISA matters and Prescribed Laws, and in each circumstance, to the extent such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such Borrower shall deliver a duly executed certificate certifying to the same; (vii) prior to any Transfer, as a result of which (and after giving effect to such Transfer), more than forty-nine percent (49%) of the direct or indirect interests in Borrower shall have been transferred to a Person not owning at least forty-nine percent (49%) of the direct or indirect interests in Borrower prior to such Transfer, Borrower shall deliver to Administrative Agent a New Non-Consolidation Opinion with respect to the proposed Transfer, which New Non-Consolidation Opinion shall be reasonably acceptable to Administrative Agent; and (viii) in connection with any Transfer in which a Person that did not previously own twenty percent (20%) or more of the aggregate direct and/or indirect ownership interests (at any tier of ownership) in Borrower or Guarantor shall acquire such a twenty percent (20%) direct and/or indirect ownership interest (at any tier of ownership) in Borrower or Guarantor, Borrower shall, at least twenty (20) days before such Permitted Transfer, notify Administrative Agent of the proposed transfer and provide copies of all instruments effectuating such transfer, and any organizational documents that Administrative Agent shall require, and such other information as Administrative Agent shall reasonably request regarding the proposed transferee so as to conduct such background checks, investigations, Patriot Act, the U.S. Bank Secrecy Act, OFAC and other record searches as Administrative Agent shall reasonably (and any regulatory requirements and/or internal compliance, “know your customer” and/or committee requirements of Administrative Agent and any Lender, to the extent such internal requirements are applied on a non-discriminatory basis, shall be deemed reasonable) require (at Borrower’s sole cost and expense), and if Administrative Agent, within fifteen (15) days of receiving such notice from Borrower, sends a notice to Borrower that it has in good faith determined that such Transfer will result in a violation of its legal, regulatory or internal organizational requirements, such Transfer shall not constitute a Permitted Transfer.

Permitted Transfers of Equity Interests. (a) Notwithstanding anything to For the contrary avoidance of doubt and notwithstanding the restrictions contained hereinin Sections 6.1 and 6.2 hereof or in Article 5 of the Security Instrument, but subject to the conditions set forth in this Section 8.2, Permitted following transfers shall not be Prohibited Transfers (other than those Permitted Transfers described in (c) below (except to the extent set forth therein)) and shall be permitted without Administrative Agent’s Lender's consent: the sale, transfer or issuance of shares in Guarantor in accordance with Applicable Law or the subsequent Sale or Pledge (for estate planning purposes or otherwise) of such shares (provided no Person, together with any Affiliates of such Person, owns or holds a security interest in, or pledge of, more than forty-nine percent (49%) of the legal and/or beneficial interests in Guarantor); provided, however, with respect to such transfers: (i) no such transfers shall result in a change in Control of Guarantor; (ii) after giving effect to such transfers, (A) Guarantor shall own at least a fifty-one percent (51%) direct or indirect legal and beneficial ownership interest in Borrower, any SPE Component Entity and Operating Partnership; (B) Guarantor shall Control Borrower, any SPE Component Entity and Operating Partnership; and (C) Guarantor shall control the day-to-day operation of the Property; and (iii) the Property shall continue to be managed by Affiliated Manager or a Qualified Manager in accordance with Section 4.15 hereof. (b) In connection with any proposed Permitted Transfer For the avoidance of doubt and notwithstanding the restrictions contained in Section 6.1 and 6.2 hereof or in Article 5 of the Security Instrument, the following transfers shall not be Prohibited Transfers and shall be permitted without Lender's consent: (other 1) the transfer (but not the pledge), in one or a series of transactions, of not more than a Transfer described in clause forty-nine percent (i49%) of the definition partnership interests, membership interests or shares (as the case may be) in Operating Partnership, Borrower, any SPE Component Entity or Guarantor, and (2) the issuance of limited partnership interests in Operating Partnership; provided, however, with respect to a publicly held real estate investment trust):such transfers: i. Lender shall receive not less than thirty (i30) Borrower shall provide Administrative Agent days prior written notice of such Transfer, together with copies transfers; ii. no such transfers shall result in a change in Control of all instruments effecting such Transfer, and a certificate of Borrower certifying that the requirements of this Agreement have been satisfied, not less than ten (10) Business Days prior to the date of such TransferGuarantor; (ii) subject to the terms of Section 8.2(c) below, iii. after giving effect to any Transfersuch transfers, (A) no change of Control Guarantor shall occur with respect to own at least a fifty-one percent (51%) direct or indirect legal and beneficial ownership interest in Borrower, Mezzanine Borrower any SPE Component Entity and Operating Partnership; (B) Guarantor shall Control Borrower, any SPE Component Entity and Operating Partnership; and (C) Guarantor shall control the day-to-day operation of the Property; iv. the Property shall continue to be managed by Affiliated Manager or Guarantor (other than a change of Control Qualified Manager in accordance with Section 4.15 hereof; v. in the JV Entity to KBS JV Partner as permitted case of the transfer of any direct equity ownership interests in the JV Agreement provided, howeverany Borrower, such transfer transfers shall be conditioned upon an Acceptable Replacement Guarantor from KBS JV Partner or their Affiliate being put in place and (B) Borrower shall own 100% continued compliance with the relevant provisions of the direct equity interests in Mortgage BorrowerArticle 5 hereof; (iii) Borrower, Mortgage Borrower and SPC Party shall each continue to be Special Purpose Bankruptcy Remote Entities; (iv) Borrower shall pay all reasonable, out-of-pocket costs and expenses of Administrative Agent in connection with vi. such Permitted Transfer, including, without limitation, all fees and expenses of Administrative Agent’s counsel; (v) such transferee shall not be a Prohibited Person; (vi) each such Transfer transfers shall be conditioned upon Borrower’s 's and Guarantor's ability to, after giving effect to the equity transfer in question, (A) remake the representations contained herein relating to ERISA matters and matters, the Patriot Act, OFAC and matters concerning Embargoed PersonsPersons (and, upon Lender's request, Borrower and Guarantor shall deliver to Lender (1) an Officer's Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer, and (2) searches, acceptable to Lender, for any entity or individual owning, directly or indirectly, 20% or more of the interests in the Borrower as a result of such transfer), and (B) continue to comply with the covenants contained herein relating to ERISA matters, the Patriot Act, OFAC and matters and Prescribed Laws, and in each circumstance, to the extent such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such Borrower shall deliver a duly executed certificate certifying to the sameconcerning Embargoed Persons; (vii) prior to . in the case of the transfer of any Transfer, as a result equity ownership interests directly in any Borrower or Operating Partnership and the effect of which (and after giving effect to any such Transfer), transfer is that more than forty-nine percent (49%) in the aggregate of the direct or indirect interests interest in any Borrower shall have been transferred to a or Operating Partnership, as applicable, are owned by any Person not owning at least and its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests interest in Borrower or Operating Partnership, as applicable, as of the date hereof, Borrower shall, no less than thirty (30) days prior to the effective date of such Transfertransfer, Borrower shall deliver to Administrative Agent Lender a New Non-Consolidation Opinion with respect to the proposed Transfer, which New Non-Consolidation Opinion shall be reasonably acceptable to Administrative AgentLender addressing such transfer; and (viii) in connection with any Transfer in which a Person that did not previously own twenty percent (20%) or more of the aggregate direct and/or indirect ownership interests (at any tier of ownership) in Borrower or Guarantor shall acquire . such a twenty percent (20%) direct and/or indirect ownership interest (at any tier of ownership) in Borrower or Guarantor, Borrower shall, at least twenty (20) days before such Permitted Transfer, notify Administrative Agent of the proposed transfer and provide copies of all instruments effectuating such transfer, and any organizational documents that Administrative Agent shall require, and such other information as Administrative Agent shall reasonably request regarding the proposed transferee so as to conduct such background checks, investigations, Patriot Act, the U.S. Bank Secrecy Act, OFAC and other record searches as Administrative Agent shall reasonably (and any regulatory requirements and/or internal compliance, “know your customer” and/or committee requirements of Administrative Agent and any Lender, to the extent such internal requirements are applied on a non-discriminatory basis, shall be deemed reasonable) require (at Borrower’s sole cost and expense), and if Administrative Agent, within fifteen (15) days of receiving such notice from Borrower, sends a notice to Borrower that it has in good faith determined that such Transfer will result in a violation of its legal, regulatory or internal organizational requirements, such Transfer transfers shall not constitute a Permitted Transfertrigger any right of first refusal, option to purchase or default under the Property Documents.

Permitted Transfers of Equity Interests. (a) Notwithstanding anything to the contrary contained herein, but subject to the conditions set forth in this Section 8.2, Permitted Transfers (other than those Permitted Transfers described in (c) below (except to the extent set forth therein)) shall be permitted without Administrative AgentLender’s consent.consent provided that all of the conditions and requirements in Section 8.2(b) are satisfied; (b) In connection with any proposed Permitted Transfer (other than a Transfer described in clause (i) of Transfer, the definition with respect to a publicly held real estate investment trust):following conditions shall have been satisfied: (i) Borrower shall provide Administrative Agent Lender written notice of such Transfer, together with copies of all instruments effecting such Transfer, and a certificate of Borrower certifying that the requirements of this Agreement have been satisfied, not less than ten (10) Business Days prior to the date of such TransferTransfer (other than with respect to Transfers described in clauses (d) and (i) of the definition of Permitted Transfer (notice of which shall be delivered not more than thirty (30) days after such transfer); (ii) subject to the terms of Section 8.2(c) below, after giving effect to any Permitted Transfer, , (A) Borrower shall continue to be Controlled, directly or indirectly, by either (A) Xxxx Xxxxxx and/or KEK Family, and Xxxx Xxxxxx and/or KEK Family shall retain no change of Control shall occur with respect to Borrower, Mezzanine Borrower or Guarantor (other less than a change of Control 10% interest (direct or indirect) in Borrower (except that such 10% interest shall be required to be 51% to the extent that KBS SOR US Properties II, LLC no longer retains its current indirect interest in the JV Entity to KBS JV Partner as permitted in the JV Agreement providedBorrower), however, such transfer shall be conditioned upon an Acceptable Replacement Guarantor from KBS JV Partner or their Affiliate being put in place and (B) Borrower KBS Member, and KBS Member shall own 100% be controlled directly or indirectly by KBS REIT, and (B) one or more of the Guarantors Controls (directly or indirectly) Borrower and retains an interest (direct equity interests or indirect) in Mortgage Borrower; (iii) BorrowerIf, Mortgage as a result of a Permitted Transfer neither Xxxx Xxxxxx nor KEK Family Control (directly or indirectly) Borrower then, to the extent any portion of the Future Funding Amount remains unfunded, Borrower shall have hired (pursuant to a construction management agreement reasonably acceptable to Lender) a Qualified Construction Manager to implement the work contemplated by the Future Funding Amount; (iv) Borrower and SPC Party shall each continue to be Special Purpose Bankruptcy Remote Entities; (ivv) Borrower shall pay all reasonable, out-of-out of pocket costs and expenses of Administrative Agent Lender in connection with such Permitted Transfer, including, without limitation, all fees and expenses of Administrative AgentLender’s counsel; (vvi) such transferee shall not be a Prohibited Person; (vivii) in the case of the Transfer of any direct equity ownership interests in Borrower or in any SPC Party, each such Transfer shall be conditioned upon continued compliance with the relevant provisions of Section 3.1.24 hereof; (viii) each such Transfer shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question, (A) remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons, and (B) continue to comply with the covenants contained herein relating to ERISA matters and Prescribed Laws, and in each circumstance, to the extent such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such Borrower shall deliver a duly executed certificate certifying to the same; (viiix) prior to any Transfer, as a result of which (and after giving effect to such Transfer), more than forty-nine percent (49%) of the direct or indirect interests in Borrower shall have been transferred to a Person not owning at least forty-nine percent (49%) of the direct or indirect interests in Borrower prior to such Transfer, Borrower shall deliver to Administrative Agent Lender a New Non-Consolidation Opinion with respect to the proposed Transfer, which New Non-Consolidation Opinion shall be reasonably acceptable to Administrative AgentLender; (x) Borrower shall provide Lender with copies of all organizational documents relating to any Permitted Transfer; (xi) intentionally omitted; and (viiixii) in connection with any Transfer in which a Person that did not previously own twenty percent (20%) or more of the aggregate direct and/or indirect ownership interests (at any tier of ownership) in Borrower or Guarantor shall acquire such a twenty percent (20%) direct and/or indirect ownership interest (at any tier of ownership) in Borrower or GuarantorBorrower, Borrower shall, at least twenty (20) days before such Permitted Transfer, notify Administrative Agent Lender of the proposed transfer and provide copies of all instruments effectuating such transfer, and any organizational documents that Administrative Agent Lender shall reasonably require, and such other information as Administrative Agent Lender shall reasonably request regarding the proposed transferee so as to conduct such background checks, investigations, Patriot Act, the U.S. Bank Secrecy Act, OFAC and other record searches as Administrative Agent Lender shall reasonably (and any regulatory requirements and/or internal compliance, “know your customer” and/or committee requirements of Administrative Agent and any Lender, to the extent such internal requirements are applied on a non-discriminatory basis, shall be deemed reasonable) require (at Borrower’s sole cost and expense), and if Administrative AgentLender, within fifteen (15) days of receiving such notice from Borrower, sends a notice to Borrower that it has in good faith determined that such Transfer will result in a violation of its legal, regulatory or internal organizational requirements, such Transfer shall not constitute a Permitted Transfer.

Permitted Transfers of Equity Interests. (a) Notwithstanding anything to the contrary contained herein, but subject to the conditions set forth in this Section 8.2, Permitted Transfers (other than those Permitted Transfers described in (c) below (except to the extent set forth therein)) shall be permitted without Administrative Agent’s consent. (b) In connection with any proposed Permitted Transfer (other than a Transfer described in clause (i) of the definition with respect to a publicly held real estate investment trust, or a Permitted Transfer described in clause (d), (e), (f) and (h) of the definition): (i) Borrower shall provide Administrative Agent written notice of such Transfer, together with copies of all instruments effecting such Transfer, and a certificate of Borrower certifying that the requirements of this Agreement have been satisfied, not less than ten (10) Business Days prior to the date of such Transfer; provided, however, prior notice shall not be required in connection with any Transfers by any shareholders, investors, and any affiliate entities of Invesco Sponsor; provided, further however, prior notice shall not be required for a Permitted Transfer under subclause (b) of the definition but such notice shall be provided within thirty (30) days of such Permitted Transfer under subclause (b) of the definition. (ii) subject to the terms of Section 8.2(c) below, after After giving effect to any Transfer, (A) no change of Control shall occur with respect to Borrower, Mezzanine Borrower or Guarantor (other than a change of Control in the JV -136- Entity to KBS Invesco JV Partner as permitted in the JV Agreement provided, however, such transfer shall be conditioned upon an Acceptable Replacement Guarantor from KBS Invesco JV Partner or their Affiliate being put in place and (B) Borrower shall own 100% of the direct equity interests in Mortgage Borrower; place); (iii) Borrower, Mortgage Borrower and SPC Party shall each continue to be Special Purpose Bankruptcy Remote Entities; ; (iv) Borrower shall pay all reasonable, out-of-pocket costs and expenses of Administrative Agent in connection with such Permitted Transfer, including, without limitation, all fees and expenses of Administrative Agent’s counsel; ; (v) such transferee shall not be a Prohibited Person; ; (vi) each such Transfer shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question, (A) remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons, and (B) continue to comply with the covenants contained herein relating to ERISA matters and Prescribed Laws, and in each circumstance, to the extent such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such Borrower shall deliver a duly executed certificate certifying to the same; ; (vii) prior to any Transfer, as a result of which (and after giving effect to such Transfer), more than forty-nine percent (49%) of the direct or indirect interests in Borrower shall have been transferred to a Person not owning at least forty-nine percent (49%) of the direct or indirect interests in Borrower prior to such Transfer, Borrower shall deliver to Administrative Agent a New Non-Consolidation Opinion with respect to the proposed Transfer, which New Non-Consolidation Opinion shall be reasonably acceptable to Administrative Agent; and and (viii) in connection with any Transfer in which a Person that did not previously own twenty percent (20%) or more of the aggregate direct and/or indirect ownership interests (at any tier of ownership) in Borrower or Guarantor shall acquire such a twenty percent (20%) direct and/or indirect ownership interest (at any tier of ownership) in Borrower or Guarantor, Borrower shall, at least twenty (20) days before such Permitted Transfer, notify Administrative Agent of the proposed transfer and provide copies of all instruments effectuating such transfer, and any organizational documents that Administrative Agent shall require, and such other information as Administrative Agent shall reasonably request regarding the proposed transferee so as to conduct such background checks, investigations, Patriot Act, the U.S. Bank Secrecy Act, OFAC and other record searches as Administrative Agent shall reasonably (and any regulatory requirements and/or internal compliance, “know your customer” and/or committee requirements of Administrative Agent and any Lender, to the extent such internal requirements are applied on a non-discriminatory basis, shall be deemed reasonable) require (at Borrower’s sole cost and expense), and if Administrative Agent, within fifteen (15) days of receiving such notice from Borrower, sends a notice to Borrower that it has in good faith determined that such Transfer will result in a violation of its legal, regulatory or -137- internal organizational requirements, such Transfer shall not constitute a Permitted Transfer. IX.

Permitted Transfers of Equity Interests. (a) Notwithstanding anything to the contrary contained herein, but subject to the conditions set forth in this Section 8.2, Permitted Transfers (other than those Permitted Transfers described in (c) below (except to the extent set forth therein)) shall be permitted without Administrative Agent’s consent. (b) In connection with any proposed Permitted Transfer (other than a Transfer described in clause (i) of the definition with respect to a publicly held real estate investment trust): (i) Borrower shall provide Administrative Agent written notice of such Transfer, together with copies of all instruments effecting such Transfer, and a certificate of Borrower certifying that the requirements of this Agreement have been satisfied, not less than ten (10) Business Days prior to the date of such Transfer (ii) subject to the terms of Section 8.2(c) below, after giving effect to any Transfer, (A) no change of Control shall occur with respect to Borrower, Mezzanine Borrower or Guarantor (other than a change of Control in the JV Entity to KBS JV Partner as permitted in the JV Agreement provided, however, such transfer shall be conditioned upon an Acceptable Replacement Guarantor from KBS JV Partner or their Affiliate being put in place and (B) Mezzanine Borrower shall own 100% of the direct equity interests in Mortgage Borrower; (iii) Borrower, Mortgage Borrower and SPC Party shall each continue to be Special Purpose Bankruptcy Remote Entities; (iv) Borrower shall pay all reasonable, out-of-pocket costs and expenses of Administrative Agent in connection with such Permitted Transfer, including, without limitation, all fees and expenses of Administrative Agent’s counsel; (v) such transferee shall not be a Prohibited Person; (vi) each such Transfer shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question, (A) remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons, and (B) continue to comply with the covenants contained herein relating to ERISA matters and Prescribed Laws, and in each circumstance, to the extent such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such Borrower shall deliver a duly executed certificate certifying to the same; (vii) prior to any Transfer, as a result of which (and after giving effect to such Transfer), more than forty-nine percent (49%) of the direct or indirect interests in Borrower shall have been transferred to a Person not owning at least forty-nine percent (49%) of the direct or indirect interests in Borrower prior to such Transfer, Borrower shall deliver to Administrative Agent a New Non-Consolidation Opinion with respect to the proposed Transfer, which New Non-Consolidation Opinion shall be reasonably acceptable to Administrative Agent; and (viii) in connection with any Transfer in which a Person that did not previously own twenty percent (20%) or more of the aggregate direct and/or indirect ownership interests (at any tier of ownership) in Borrower or Guarantor shall acquire such a twenty percent (20%) direct and/or indirect ownership interest (at any tier of ownership) in Borrower or Guarantor, Borrower shall, at least twenty (20) days before such Permitted Transfer, notify Administrative Agent of the proposed transfer and provide copies of all instruments effectuating such transfer, and any organizational documents that Administrative Agent shall require, and such other information as Administrative Agent shall reasonably request regarding the proposed transferee so as to conduct such background checks, investigations, Patriot Act, the U.S. Bank Secrecy Act, OFAC and other record searches as Administrative Agent shall reasonably (and any regulatory requirements and/or internal compliance, “know your customer” and/or committee requirements of Administrative Agent and any Lender, to the extent such internal requirements are applied on a non-discriminatory basis, shall be deemed reasonable) require (at Borrower’s sole cost and expense), and if Administrative Agent, within fifteen (15) days of receiving such notice from Borrower, sends a notice to Borrower that it has in good faith determined that such Transfer will result in a violation of its legal, regulatory or internal organizational requirements, such Transfer shall not constitute a Permitted Transfer. (c) The consummation of a foreclosure of the lien and security interests securing Mezzanine Loan, or an acceptance by Mezzanine Administrative Agent or its designee of a conveyance-in-lieu of such foreclosure shall be permitted hereunder without Administrative Agent’s consent and shall not be subject to the requirements of Section 8.2(b) (a “Mezzanine Exercise Event”);