Common use of Restrictions on Transfers and Indebtedness Clause in Contracts

Restrictions on Transfers and Indebtedness. (a) Unless such action is a Permitted Mezzanine Transfer, or is otherwise permitted by the subsequent provisions of this Article VIII, Mezzanine Borrower shall not, and shall not permit Mortgage Borrower or any other Person to, without Mezzanine Lender's prior written consent, (a) Transfer legal, Beneficial or direct or indirect equitable interests in all or any part of the Property, the Mezzanine Borrower, Mortgage Borrower, Operating Lessee, General Partner, or Mortgage Borrower General Partner, (B) permit or suffer any owner, directly or indirectly, of a legal, Beneficial, or equitable interest in the Property, the Mezzanine Borrower, Mortgage Borrower, Operating Lessee, General Partner, or Mortgage Borrower General Partner, to Transfer such interest, whether by Transfer of stock or other legal, Beneficial or equitable interest in any entity or otherwise, (C) mortgage, hypothecate or otherwise encumber or grant a security interest in all or any part of the legal, Beneficial or equitable interests in all or any part of the Collateral, the Property, the Mezzanine Borrower, Mortgage Borrower, the Operating Lessee, General Partner, or Mortgage Borrower General Partner, or (D) file a declaration of condominium with respect to the Property. Notwithstanding any provision herein to the contrary, nothing contained herein shall be deemed to restrict or otherwise interfere with the ability of the holders of direct or indirect legal, Beneficial or equitable interests in CNL Hospitality Partners, LP and/or KSL DC Operating, LLC to Transfer such interests, whether in connection with an initial public offering of shares in CNL Hospitality Partners, LP and/or KSL DC Operating, LLC or otherwise. (b) Mezzanine Borrower shall not incur, create or assume any Debt or incur any liabilities without the consent of Mezzanine Lender; provided, however, Mezzanine Borrower may, without the consent of Mezzanine Lender, incur, create or assume Permitted Debt (Senior Mezzanine).

Restrictions on Transfers and Indebtedness. (a) Unless such action is a Permitted Mezzanine Revolving Credit Transfer, or is otherwise permitted by the subsequent provisions of this Article VIII, Mezzanine Borrower shall not, and shall not permit Mortgage Borrower or any other Person to, without Mezzanine Lender's prior written consent, (a) Transfer legal, Beneficial or direct or indirect equitable interests in all or any part of the Property, the Mezzanine Borrower, Mortgage Borrower, Operating Lessee, Intermediate Mezzanine Borrower, Senior Mezzanine Borrower, General Partner, or Mortgage Borrower General Partner, (B) permit or suffer any owner, directly or indirectly, of a legal, Beneficial, or equitable interest in the Property, the Mezzanine Borrower, Mortgage Borrower, Operating Lessee, Intermediate Mezzanine Borrower, Senior Mezzanine Borrower, General Partner, or Mortgage Borrower General Partner, to Transfer such interest, whether by Transfer of stock or other legal, Beneficial or equitable interest in any entity or otherwise, (C) mortgage, hypothecate or otherwise encumber or grant a security interest in all or any part of the legal, Beneficial or equitable interests in all or any part of the Collateral, the Property, the Mezzanine Borrower, Mortgage Borrower, the Operating Lessee, Intermediate Mezzanine Borrower, Senior Mezzanine Borrower, General Partner, or Mortgage Borrower General Partner, or (D) file a declaration of condominium with respect to the Property. Notwithstanding any provision herein to the contrary, nothing contained herein shall be deemed to restrict or otherwise interfere with the ability of the holders of direct or indirect legal, Beneficial or equitable interests in CNL Hospitality Partners, LP and/or KSL DC Operating, LLC to Transfer such interests, whether in connection with an initial public offering of shares in CNL Hospitality Partners, LP and/or KSL DC Operating, LLC or otherwise. (b) Mezzanine Borrower shall not incur, create or assume any Debt or incur any liabilities without the consent of Mezzanine Lender; provided, however, Mezzanine Borrower may, without the consent of Mezzanine Lender, incur, create or assume Permitted Debt (Senior Junior Mezzanine).

Restrictions on Transfers and Indebtedness. (a) Unless such action is a Permitted Mezzanine Transfer, or is otherwise permitted by the subsequent provisions of this Article VIII, Mezzanine Borrower shall not, and shall not permit Mortgage Borrower or any other Person to, without Mezzanine Lender's prior written consent, (a) Transfer legal, Beneficial or direct or indirect equitable interests in all or any part of the Property, the Mezzanine Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Lessee, Mezzanine Borrower, General Partner, or Mortgage Borrower General Partner, (B) permit or suffer any owner, directly or indirectly, of a legal, Beneficial, or equitable interest in the Property, the Mezzanine Borrower, Mortgage Borrower, Operating Lessee, Senior Mezzanine Borrower, Junior Mezzanine Borrower, General Partner, or Mortgage Borrower General Partner, to Transfer such interest, whether by Transfer of stock or other legal, Beneficial or equitable interest in any entity or otherwise, (C) mortgage, hypothecate or otherwise encumber or grant a security interest in all or any part of the legal, Beneficial or equitable interests in all or any part of the Collateral, the Property, the Mezzanine Borrower, Mortgage Borrower, the Operating Lessee, Mezzanine Borrower, Senior Mezzanine Borrower, the General Partner, or the Mortgage Borrower General Partner, or (D) file a declaration of condominium with respect to the Property. Notwithstanding any provision herein to the contrary, nothing contained herein shall be deemed to restrict or otherwise interfere with the ability of the holders of direct or indirect legal, Beneficial or equitable interests in CNL Hospitality Partners, LP and/or KSL DC Operating, LLC to Transfer such interests, whether in connection with an initial public offering of shares in CNL Hospitality Partners, LP and/or KSL DC Operating, LLC or otherwise. (b) Mezzanine Borrower shall not incur, create or assume any Debt or incur any liabilities without the consent of Mezzanine Lender; provided, however, Mezzanine Borrower may, without the consent of Mezzanine Lender, incur, create or assume Permitted Debt (Senior Mezzanine).

Restrictions on Transfers and Indebtedness. (a) Unless such action is a Permitted Mezzanine Transfer, or is otherwise permitted by the subsequent provisions of this Article VIII, no Person owning a direct or indirect interest in Mezzanine Borrower, Mortgage Borrower, Borrower shall notParents, and shall not permit Mortgage Borrower Subsidiary, or any other Person toAffiliate Tenant shall, without Mezzanine Lender's prior written consentconsent and a Rating Agency Confirmation with respect to the transfer or other matter in question, (aA) Transfer legal, Beneficial or direct or indirect equitable interests in all or any part of the Property, the Mezzanine Borrower, Mortgage Borrower, Operating LesseeBorrower Parents, General PartnerAffiliate Tenant, or Mortgage Borrower General PartnerSubsidiary, (B) permit or suffer any owner, directly or indirectly, of a legal, Beneficial, or equitable interest in the Property, the Mezzanine Borrower, Borrower Parents, Mortgage Borrower, Operating Lessee, General PartnerAffiliate Tenant, or Mortgage Borrower General Partner, to Transfer such interest, whether by Transfer of stock or other legal, Beneficial or equitable interest in any entity or otherwise, (C) mortgage, hypothecate or otherwise encumber or grant a security interest in all or any part of the legal, Beneficial or equitable interests in all or any part of the Collateral, the Property, the Mezzanine Borrower, Mortgage Borrower, the Operating LesseeBorrower Parents, General PartnerBorrower Subsidiary, or Mortgage Borrower General PartnerAffiliate Tenant, or (D) file a declaration of condominium with respect to the Property. Notwithstanding any provision herein to the contrary, nothing contained herein shall be deemed to restrict or otherwise interfere with the ability of the holders of direct or indirect legal, Beneficial or equitable interests in CNL Hospitality Partners, LP and/or KSL DC Operating, LLC Guarantor to Transfer such interestsinterests and, whether in connection with an initial public offering addition, Guarantor (and the Permitted Borrower Transferee, Pre-approved Transferee or other approved entity that assumes the obligations of shares Guarantor pursuant to Section 8.5) may be merged into a surviving entity (the Survivor) so long as after giving effect to such merger, the identity of a majority of members of the board of directors of the Survivor are individuals that (immediately prior to such merger) were members of the board of directors of the predecessor Guarantor (or the Permitted Borrower Transferee, Pre-approved Transferee or other approved entity that assumes the obligations of Guarantor pursuant to Section 8.5) and continue to maintain operational and management control of Survivor (and, in CNL Hospitality Partnerssuch event, LP and/or KSL DC Operating, LLC or otherwise. (b) Mezzanine Borrower Survivor shall not incur, create or assume any Debt or incur any liabilities without become the consent of Mezzanine Lender; provided, however, Mezzanine Borrower may, without the consent of Mezzanine Lender, incur, create or assume Permitted Debt (Senior MezzanineGuarantor hereunder).