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. 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:
(a) Transfers of direct or indirect interests in Borrower, Managing Member, the REIT and/or their constituent entities by reason of (i) death, devise, descent, (ii) intra-family transfers, (iii) transfers to trusts for bona fide estate planning purposes, provided in any case that following any such Transfer, Managing Member is the managing member of Borrower and Xxxxxxx X. X’Xxxxxxx, directly or indirectly, controls the management of the Borrower and the Property and the day to day operations thereof,
(b) Transfers of direct or indirect non-managing interests in Borrower, Managing Member, the REIT and/or their constituent entities not described in clause (a) above, provided that following any such Transfer, Managing Member is the managing member of Borrower and Xxxxxxx X. X’Xxxxxxx, directly or indirectly, controls the management of the Borrower and the Property and the day to day operations thereof.
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:
(i) provided that no Default or Event of Default shall have occurred and remain uncured, a Transfer (but not a pledge) of a direct or indirect interest in Borrower, provided that (A) such Transfer shall not (y) cause the transferee (together with its Affiliates) to acquire Control of Borrower (if such transferee did not previously Control Borrower), or (z) result in Borrower no longer being Controlled by Guarantor,
Permitted Transfers of Interest in Borrower. (a) Notwithstanding anything to the contrary contained in Section 4.2.1, the following Transfers (herein, the “Permitted Transfers”) shall be deemed to be permitted hereunder without the consent of Lender or the payment of any transfer fees or other fees (but subject to the terms and conditions of Section 8.3 below with respect to the payment of costs and expenses):
(i) Transfers of direct or indirect interests in Sole Member to, between and/or among Persons that are directly or indirectly one hundred percent (100%) owned and Controlled by Guarantor provided that (A) no Default or Event of Default shall have occurred and remain uncured, (B) to the extent any such transferee owns (in the aggregate with the direct and indirect ownership interests in Borrower owned by its Affiliates) more than 49% of the direct or indirect ownership interests in Borrower immediately following such Transfer and did not own (in the aggregate with the direct and indirect ownership interests in Borrower owned by its Affiliates) more than 49% of the direct or indirect ownership interests in Borrower as of the Closing Date, Borrower, at Borrower’s sole cost and expense, shall first deliver (or cause to be delivered) a substantive non-consolidation opinion (or an update to the Insolvency Opinion) to Lender and the Rating Agencies with respect to Borrower and such transferee in form and substance satisfactory to Lender and the Rating Agencies, (C) to the extent such transferee owns twenty percent (20%) or more of the direct or indirect interests in Borrower immediately following such Transfer (provided such transferee did not own 20% or more of the direct or indirect ownership interests in Borrower as of the Closing Date), Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (credit, judgment, lien, etc.) acceptable to Lender with respect to such transferee, (D) such Transfer shall not result in Borrower or Sole Member no longer being Controlled by Guarantor, (E) the management of the Property remains unchanged, (F) Borrower shall give Lender notice of such Transfer, together with copies of all instruments effecting such Transfer and copies of any organizational documents that Lender shall require, not less than thirty (30) days prior to the date of such Transfer, and (G) the legal and financial structure of Borrower and its members or partners, as applicable, and the single purpose nature and bankruptcy remoteness of Borrower and its members or partners, a...
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. (a) Notwithstanding anything to the contrary contained in the Loan Documents, the restrictions on transfers and other conveyances (excluding pledges) 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 (excluding pledges) 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 twenty five percent (25%) or more of the interests in Borrower and directly or indirectly controls Borrower or (y) Permitted Transferees own in the aggregate directly or indirectly fifty-one percent (51%) or more of the interests in Borrower and directly or indirectly controls Borrower, provided Mezzanine Lender, if any, approves such Permitted Transferee in accordance with and to the extent required by the Mezzanine Loan Agreement, or (z) another Person (A) which Lender has approved (such approval not to be unreasonably withheld, conditioned or delayed), and if any Securities are outstanding, with respect to which Lender has received a Rating Agency Confirmation; and which Mezzanine Lender, if any, has approved in accordance with and to the extent required by the Mezzanine Loan Agreement, and (B) owns in the aggregate directly or indirectly fifty-one percent (51%) or more of the interests in Borrower and directly or indirectly controls Borrower. For purposes of this Section 8.2, “control” shall mean...
Permitted Transfers of Interest in Borrower. (a) The restrictions on Transfers of ownership interests in the Borrower set forth in Article 6 of the Mortgage and Section
4.2.1 hereof shall not apply to any Transfer, from time to time, whether direct or indirect, of the ownership interests in Borrower or Operating Company to a corporation, limited partnership or limited liability company provided that (i) Lender shall have received a Rating Agency Confirmation as to such Transfer to the transferee, (ii) Lender shall have received a non-consolidation opinion acceptable to Lender and the Rating Agencies in their sole discretion and (iii) Lender shall have received such documents, certificates and legal opinions as it may reasonably request.
(b) The restrictions on Transfers of ownership interests in Borrower set forth in Article 6 of the Mortgage and Section
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
(1) are satisfied. For purposes of this Section 8.2, “control” shall mean the ability to control the day to day and general management decisions regarding the Property.
(b) The restrictions on Transfers of direct or indirect interests in Borrower set forth herein or in the Mortgage shall not apply to the issuance, sale, transfer or pledge of publicly traded shares of Digital Realty Trust Inc.
