Permitted Transfers of Interest in Borrower. (a) Notwithstanding anything to the contrary contained in Section 4.2.1, the following Transfers ("Permitted Transfers") shall be deemed to be permitted hereunder without the consent of Lender:
Permitted Transfers of Interest in Borrower. A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Borrower or any SPC Party of Borrower shall be permitted without Lender’s consent if (a) Lender receives thirty (30) days prior written notice (or such shorter period of time as may be permitted by Lender in its sole discretion) thereof and, to the extent required to permit compliance by Borrower’s affiliates with Regulation FD, agrees to regard and keep the same as Confidential, (b) Transferee and its Related Persons must not be Disqualified Transferees as of the date of the Transfer; provided, however, that in the event that the Transferee or any of its Related Persons is a Disqualified Transferee, Lender shall not unreasonably withhold its consent, and may consider such fact in making its determination, but such fact shall not constitute the sole factor or reason for withholding its consent, (c) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing (other than an Event of Default which would be cured by such Transfer), (d) subsequent to such Transfer, Borrower and each SPC Party continue to satisfy the conditions of Section 3.1.24, (e) subsequent to such Transfer, Guarantor owns directly or indirectly more than fifty percent (50%) of Borrower and each SPC Party and controls Borrower and each SPC Party, and (f) if (i) such Transfer causes Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a 49% interest in Borrower or any SPC Party (and Transferee together with its Affiliates did not, prior to such Transfer, own more than a 49% interest in Borrower or such SPC Party), or (ii) such Transfer, together with all other Transfers of direct or indirect interest in Borrower or any SPC Party, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a transfer of more than 49% of the aggregate ownership interests in Borrower or any SPC Party, an acceptable non-consolidation opinion is delivered to Lender and to each of the Rating Agencies concerning, as applicable, Borrower, each SPC Party, Transferee and/or their respective owners. Notwithstanding the foregoing, nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation (except as expressly provided below) ...
Permitted Transfers of Interest in Borrower. The restrictions on Transfers of ownership interests in Borrower set forth in Article 6 of the Mortgage shall not apply to and Lender’s consent shall not be required with respect to the transfer of direct and indirect interests in the owners of the Junior B Mezzanine Borrower (i) to the Guarantor (so long as it is controlled by Xxxxx X. Xxxxxx), Xxxxx X. Xxxxxx or Xxxxxx Properties Group LLC (so long as it is controlled by Xxxxx X. Xxxxxx), or to any entity or entities controlled by or under common control with any of the foregoing, or to any combination of the foregoing; (ii) to immediate family members of Xxxxx X. Xxxxxx, entities controlled by immediate family members of Xxxxx X. Xxxxxx, or trusts established for the immediate family members of the equity holders in the Junior B Mezzanine Borrower for estate planning purposes, (iii) to employees of Xxxxxx Properties Group LLC as part of a compensation package (provided such transfer, taken together with all previous transfers to employees, does not result in a change of control of Borrower) or (iv) pursuant to a will or other testamentary disposition, provided that in each case (v) notice is provided to the Lender of such a transfer, (w) the transferee of such interests acknowledges in writing that such interests remain subject to the provisions of the Senior Mezzanine Lender’s pledge and security agreement, the Junior A Mezzanine Lender’s pledge and security agreement and the Junior B Mezzanine Lender’s pledge and security agreement, (x) the transferee delivers a non-consolidation opinion, if required by the Rating Agencies, (y) unless resulting from death or incapacitation, Xxxxx X. Xxxxxx at all times maintains direct or indirect control of Borrower, Senior Mezzanine Borrower, Junior A Mezzanine Borrower and Junior B Mezzanine Borrower and (z) Lender receives reimbursement for all out of pocket costs and expenses of Lender in connection with the transactions contemplated by this Section 8.2. In addition to the foregoing, the restrictions on Transfers of ownership interests set forth in Article 6 of the Mortgage shall not apply to and Lender’s consent shall not be required with respect to the pledging of the interests pursuant to the pledge agreements which are part of the Senior Mezzanine Loan Documents, the Junior A Mezzanine Loan Documents and the Junior B Mezzanine Loan Documents.
Permitted Transfers of Interest in Borrower. Notwithstanding the restrictions on transfers of ownership interests set forth in Section 8.1 above, Borrower may permit transfers of ownership interests in any Individual Borrower (a) to Host or a wholly owned subsidiary of Host or Person wholly owned by Host and HMC or a wholly owned subsidiary of HMC, provided that Lender receives a non-consolidation opinion acceptable to it and the Rating Agencies if more than forty-nine percent (49%) in the aggregate of interests in such Individual Borrower are owned by any Person that owned less than a forty-nine percent (49%) interest in such Individual Borrower as of the Closing Date, or (b) to any other Person, provided that (i) the transferee is approved by Lender in its reasonable discretion, (ii) if, after giving effect to the transfer and all prior transfers, more than ten percent (10%) of the interests in any Individual Borrower are held by an affiliated group, Lender receives a non-consolidation opinion acceptable to it and (iii) the Rating Agencies confirm in writing that the proposed transfer will not result in a qualification, downgrade or withdrawal of its then current rating on any Securities. Additionally, the restrictions on transfers of ownership interest set forth in Section 8.1 above shall not apply to (1) the issuance, sale, transfer or pledge of publicly or privately traded shares of HMC or (2) the issuance, transfer or pledge of limited partnership interests in Host (whether common or preferred), provided that HMC shall at all times be and remain the general partner of Host and have the right and power to direct the management, policies and day-to-day business and affairs of Host.
Permitted Transfers of Interest in Borrower. The restrictions on Transfers of ownership interests in the Borrower set forth in Article 6 of the Mortgage shall not apply to the issuance, sale, transfer or pledge of publicly traded shares of the REIT or the issuance, transfer or pledge of limited partnership interests (including the conversion of general partnership interests to limited partnership interests) in Xxxxx Operating Partnership, L.P. (“the OP”), provided that (x) no one Person or its Affiliates owns more than forty-nine percent (49%) of the REIT or the OP (other than the REIT pursuant to clause (ii) below) and the REIT shall at all times (i) be and remain the sole general partner of the OP and have the right and power to direct the management, policies and day-to-day business and affairs of the OP and (ii) directly own a minimum of ninety percent (90%) of the interests in the OP, (y) the REIT at all times owns at least one hundred percent (100%) of the direct ownership interests in Borrower and retains control of the Borrower and the day-to-day management of the Individual Properties and (z) if after giving effect to such transfer and all prior transfers, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in any individual Borrower are owned by any Person and its Affiliates that owned less than a forty-nine percent (49%) direct or indirect interest in Borrower as of the Closing Date, Lender receives a non-consolidation opinion acceptable to Lender and the Rating Agencies.
Permitted Transfers of Interest in Borrower. Notwithstanding anything to the contrary contained in the Loan Documents, the restrictions on Transfers of direct or indirect ownership interests in Borrower (including, without limitation, direct or indirect interests in Beacon Entity) set forth herein, in the Mortgage or in any other Loan Document shall not apply to the Transfer of direct or indirect interests in Borrower (including, without limitation, direct or indirect interests in Beacon Entity) provided that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender in connection with such Transfer, (iii) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, (iv) after such Transfer Borrower shall maintain its status as a single purpose, bankruptcy remote entity under criteria established herein, (v) if after giving effect to such Transfer and all prior Transfers, more than forty nine percent (49%) in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a forty nine percent (49%) direct or indirect interest in Borrower as of the Closing Date, Lender shall receive a non-consolidation opinion reasonably acceptable to Lender and acceptable to the Rating Agencies and (vi) following such Transfer (x) Beacon Entity owns directly or indirectly fifty
Permitted Transfers of Interest in Borrower. (a) Borrower shall not cause or permit: (i) the Property or any part thereof, or any direct or indirect interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any transfer, assignment, conveyance or change of any direct or indirect interest in Borrower or its partners, stockholders, members, beneficiaries, or any of Borrower’s direct or indirect constituents or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Borrower or any of the direct or indirect general partners or members of Borrower, including, without limitation, any conversion of Borrower or any direct or indirect general partner or member of Borrower to a limited partnership, a limited liability partnership or a limited liability company (collectively, a “Transfer” or “Transfers”). The prohibitions on transfer shall not be applicable to (i) Transfers as a result of the death of a natural person who is Borrower; or (ii) Transfers in connection with estate planning by a natural person to a spouse, son or daughter or descendant of either, a stepson or stepdaughter or descendant of either. Borrower shall pay all costs and expenses, including reasonable attorneys’ fees and disbursements incurred by Lender in connection with any Transfer.
Permitted Transfers of Interest in Borrower. (a) Notwithstanding anything to the contrary contained in this Agreement or in Section 7 of the Mortgage, but subject to Section 8.1(b) below, without the consent of Lender:
Permitted Transfers of Interest in Borrower. (a) The restrictions on Transfers of direct or indirect ownership interests in Borrower set forth herein or in the Mortgage shall not apply to the transfer (excluding pledges) of direct or indirect partnership interests in Digital Realty Trust L.P. provided that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower shall pay all out-of-pocket costs and expenses of Lender in connection with such transfer, (iii) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, (iv) after such Transfer Borrower shall maintain its status as a single purpose, bankruptcy remote entity under criteria established herein, (v) if after giving effect to such transfer and all prior transfers, more than
Permitted Transfers of Interest in Borrower. (a) Borrower shall not cause or permit: (i) the Property or any direct or indirect interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any transfer, assignment or conveyance of any direct or indirect interest in Borrower or in any of Borrower’s Constituents; or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Borrower or any of Borrower’s Constituents, including, without limitation, any conversion of Borrower or any of Borrower’s Constituents from one form of entity to another (collectively, a “Transfer” or “Transfers”).
