Common use of Permitted Transfers of Interest in Borrower Clause in Contracts

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) be required in connection with (A) the transfer, mortgage, pledge, hypothecation, encumbrance or issuance of any ownership interests or securities in VNO, VRLP, CEI, CRE, YAA, YAP or YCI or any Public Company (or of any Persons owning an interest in any of the foregoing), (B) the merger or consolidation of VNO, VRLP, CEI, CRE, YAA, YAP or YCI or any Public Company with or into any other Person (or of any Persons owning an interest in any of the foregoing), or a sale or transfer of all or substantially all of the assets of VNO, VRLP, CEI, CRE, YAA, YAP or YCI or of any Public Company (or of any Persons owning an interest in any of the foregoing), (C) the transfer, mortgage, pledge, hypothecation or encumbrance of any ownership interests or securities in Guarantor between or among VNO, VRLP, CEI, CRE, YAA, YAP and YCI (or one or more entities owned and controlled by any one or more of the foregoing), (D) the issuance of any ownership interests or securities in Guarantor so long as Guarantor (or its permitted successor) or its direct or indirect owner is or, in connection with such issuance, becomes, a Public Company, and (E) the merger or consolidation of Guarantor or its direct or indirect owner with or into any other Person, provided that the surviving entity of such merger or consolidation or its direct or indirect owner is a Public Company; provided further that, if, after giving effect to any transaction described under clause (D) or (E), VNO, VRLP, CEI, CRE, YAA, YAP and/or YCI would own in the aggregate, directly or indirectly, less than fifty-one percent (51%) interest of Borrower or any SPC Party or would not control Borrower and each SPC Party, Borrower shall have obtained a Rating Agency Confirmation.

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) be required in connection with (A) the transfer, mortgage, pledge, hypothecation, encumbrance or issuance of any ownership interests or securities in VNO, VRLP, CEI, CRE, YAA, YAP or YCI or any Public Company (or of any Persons owning an interest in any of the foregoing), (B) the merger or consolidation of VNO, VRLP, CEICET, CRE, YAA, YAP or YCI or any Public Company with or into any other Person (or of any Persons owning an interest in any of the foregoing), or a sale or transfer of all or substantially all of the assets of VNO, VRLP, CEI, CRE, YAA, YAP or YCI or of any Public Company (or of any Persons owning an interest in any of the foregoing), (C) the transfer, mortgage, pledge, hypothecation or encumbrance of any ownership interests or securities in Guarantor between or among VNO, VRLP, CEI, CRE, YAA, YAP and YCI (or one or more entities owned and controlled by any one or more of the foregoing), (D) the issuance of any ownership interests or securities in Guarantor so long as Guarantor (or its permitted successor) or its direct or indirect owner is or, in connection with such issuance, becomes, a Public Company, and (E) the merger or consolidation of Guarantor or its direct or indirect owner with or into any other Person, provided that the surviving entity of such merger or consolidation or its direct or indirect owner is a Public Company; provided further that, if, after giving effect to any transaction described under clause (D) or (E), VNO, VRLP, CEI, CRE, YAA, YAP and/or YCI would own in the aggregate, directly or indirectly, less than fifty-one percent (51%) interest of Borrower or any SPC Party or would not control Borrower and each SPC Party, Borrower shall have obtained a Rating Agency Confirmation.

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 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) be required in connection with (A) the transfer, mortgage, pledge, hypothecation, encumbrance or issuance of any ownership interests or securities in VNO, VRLP, CEI, CRE, YAA, YAP or YCI or any Public Company (or of any Persons owning an interest in any of the foregoing), (B) the merger or consolidation of VNO, VRLP, CEI, CRE, YAA, YAP or YCI or any Public Company with or into any other Person (or of any Persons owning an interest in any of the foregoing), or a sale or transfer of all or substantially all of the assets of VNO, VRLP, CEI, CRE, YAA, YAP or YCI or of any Public Company (or of any Persons owning an interest in any of the foregoing), (C) the transfer, mortgage, pledge, hypothecation or encumbrance of any ownership interests or securities in Guarantor between or among VNO, VRLP, CEI, CRE, YAA, YAP and YCI (or one or more entities owned and controlled by any one or more of the foregoing), (D) the issuance of any ownership interests or securities in Guarantor so long as Guarantor (or its permitted successor) or its direct or indirect owner is or, in connection with such issuance, becomes, a Public Company, and (E) the merger or consolidation of Guarantor or its direct or indirect owner with or into any other Person, provided that the surviving entity of such merger or consolidation or its direct or indirect owner is a Public Company; provided further that, if, after giving effect to any transaction described under clause (D) or (E), VNO, VRLP, CEI, CRE, YAA, YAP and/or YCI would own in the aggregate, directly or indirectly, less than fifty-one percent (51%) interest of Borrower or any SPC Party or would not control Borrower and each SPC Party, Borrower shall have obtained a Rating Agency Confirmation.