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

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. The restrictions on Transfers Notwithstanding the provisions of ownership interests in Borrower set forth in Section 4.2.1 and Article 6 of the Mortgage shall not apply to and Lender’s consent Mortgage, provided that no Default or Event of Default has occurred, the following Transfers shall not be required with respect deemed to be a sale or encumbrance in violation of Section 4.2.1 and Article 6 of the transfer Mortgage: (a) transfers 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) for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an “Immediate Family Member”)) of Xxxxx X. Xxxxxx, such party or to trusts or entities controlled by immediate family members of Xxxxx X. Xxxxxx, or trusts established created for the immediate family members benefit of the equity holders Immediate Family Members provided that (i) Borrower shall provide Lender with thirty (30) days’ prior written notice of any such permitted Transfer, (ii) Borrower shall reimburse Lender for all costs and expenses, including reasonable attorney’s fees incurred by Lender in the Junior B Mezzanine Borrower for estate planning purposesconnection with such permitted Transfer, (iii) there has been no change in Control or management rights of Borrower as a result of such Transfer, including but not limited to employees any sale, encumbrance, pledge, hypothecation, or transfer of Xxxxxx Properties Group LLC as part of a compensation package (provided such transferany general partner or managing member interest in the Borrower, taken together with all previous transfers to employees, does not result in a change of control of Borrower) or (iv) pursuant to such Transfer has no effect on the continuing status of Borrower as a will or other testamentary dispositionvalidly existing entity in good standing and a Special Purpose Entity in compliance with the provisions of Section 3.1.24, provided that in each case (v) notice is provided Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted Transfer promptly after execution thereof, and (vi) if after giving effect to such Transfer and all prior Transfers, more than forty-nine percent (49%) in the Lender aggregate of such direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a transfer, forty-nine percent (w49%) the transferee of such interests acknowledges direct or indirect interest in writing that such interests remain subject to the provisions Borrower as of the Senior Mezzanine Lender’s pledge and security agreementClosing Date, 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 Lender receives a non-consolidation opinion, if required by opinion acceptable to Lender and the Rating Agencies, (yb) unless resulting from Transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or incapacitationdescent, Xxxxx X. Xxxxxx at all times maintains provided that the conditions set forth in clauses (a)(iv) and (a)(vi) above are satisfied, (c) a Transfer of less than forty-nine percent (49%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that the conditions set forth in clauses (a)(i) through (a)(vi) above are satisfied as to each such Transfer, (d) any Transfer of 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 in Borrower to a Qualified Transferee, provided that following such Transfer the Property continues to be managed by a Qualified Manager and that the conditions set forth in Article 6 clauses (a)(i), (ii), (iv), (v) and (vi) above are satisfied, (e) any Transfers of direct or indirect ownership interests in any entity which is listed or quoted on 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 DocumentsNew York Stock Exchange, the Junior A Mezzanine Loan Documents American Stock Exchange, or NASDAQ, or any successor exchange, and (f) any Transfers of shares of RREEF, provided that (i) following such Transfer RREEF shall continue to be under the Junior B Mezzanine Loan Documentsday-to-day advisement of RREEF America L.L.C. or an Affiliate thereof, as investment advisor to RREEF, (ii) if after giving effect to such Transfer and all prior Transfers, more than forty-nine percent (49%) in the aggregate of shares in RREEF are owned by a single Person or group of Affiliated Persons, then such Person or group of Affiliated Persons must be a Qualified Transferee, and (iii) the conditions set forth in clauses (a)(iv) and (a)(vi) above are satisfied.

Permitted Transfers of Interest in Borrower. The restrictions on Transfers For purposes of ownership this Agreement, provided that no Event of Default shall have occurred and be continuing, the following shall not be deemed to be transfers of the Property or of interests in the Borrower (and, without limiting the generality of the foregoing statement, no assumption fee shall be payable with respect to): (a) transfers of interests in Borrower set forth or any partner or member 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) for estate planning purposes to immediate family members (which for purposes of Xxxxx X. Xxxxxxthis Section 9.2 shall be limited to spouse, parent, sibling, extended family member, child and grandchild) of the transferor party or to trusts or entities controlled by immediate family members of Xxxxx X. Xxxxxx, or trusts established created for the benefit of immediate family members of the equity holders transferor party, provided that (i) Borrower shall provide Lender with 30 days’ prior written notice of any such permitted transfer, (ii) Borrower shall reimburse Lender for all costs and expenses, including reasonable attorneys’ fees, incurred by Lender in the Junior B Mezzanine Borrower for estate planning purposesconnection with such permitted transfer, (iii) to employees there has been no change in control or management rights of Xxxxxx Properties Group LLC Borrower as part a result of a compensation package (provided such transfer, taken together with all previous transfers including but not limited to employeesany sale, does not result encumbrance, pledge, hypothecation, or transfer of any general partner or managing member interest in a change of control of Borrower) or , (iv) pursuant to such transfer has no effect on the continuing status of Borrower as a will validly existing entity in good standing, and (v) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof; (b) transfers of direct and/or indirect interests in Borrower by operation of law or other testamentary dispositionupon death by devise or descent, provided that the condition set forth in each case clause (iv) above is satisfied; or (c) a sale, encumbrance, pledge, hypothecation, or transfer of less than twenty (20%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower, provided that the conditions set forth in clauses (i) through (v) notice is provided above are satisfied as to the Lender of each 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.