Common use of Transfers of Interests in Borrower Clause in Contracts

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each holder of any direct or indirect interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Borrower to any Person who is not a Disqualified Transferee without Lender’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Ultimate Equity Owner or a Close Affiliate of such entity owns directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner or a Close Affiliate of Ultimate Equity Owner exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by Ultimate Equity Owner or a Close Affiliate of Ultimate Equity Owner with any other Person or Persons, then the Ultimate Equity Owner or such Close Affiliate shall be deemed to have Management Control only if Ultimate Equity Owner or such Close Affiliate retains the ultimate right as between Ultimate Equity Owner or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property; (d) if there has been a Transfer of forty-nine percent (49%) or more of the direct membership interests, stock or other direct equity ownership interests in Borrower, Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) an Officer’s Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to this Agreement, to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of Standard & Poor’s and such other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein.

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each holder of any direct or indirect interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Borrower to any Person who is not a Disqualified Transferee without Lender’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Any Ultimate Equity Owner Owners or a Close Affiliate of any such entity owns directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner or a Close Affiliate of Ultimate Equity Owner exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by any Ultimate Equity Owner or a Close Affiliate of any Ultimate Equity Owner with any other Person or Persons, then the applicable Ultimate Equity Owner or such Close Affiliate shall be deemed to have Management Control only if such Ultimate Equity Owner or such Close Affiliate retains the ultimate right as between such Ultimate Equity Owner or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property; (d) if there has been a Transfer of forty-nine percent (49%) or more of the direct membership interests, stock or other direct equity ownership interests in Borrower, Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) an Officer’s Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to this Agreement, to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of Standard & Poor’s and such other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein.

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIIIVIII (including, without limitation, any transfer in connection with an Exchange), each holder of any direct or indirect interest in the Mezzanine Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Mezzanine Borrower to any Person who is not a Disqualified Transferee without Lender’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Any Ultimate Equity Owner Owners or a Close Affiliate of any such entity owns directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner or a Close Affiliate of Ultimate Equity Owner exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by any Ultimate Equity Owner or a Close Affiliate of any Ultimate Equity Owner with any other Person or Persons, then the applicable Ultimate Equity Owner or such Close Affiliate shall be deemed to have Management Control only if such Ultimate Equity Owner or such Close Affiliate retains the ultimate right as between such Ultimate Equity Owner or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property; (d) if there has been a Transfer of forty-nine percent (49%) or more of the direct membership interests, stock or other direct equity ownership interests in Borrower, Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) an Officer’s Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to this Agreement, to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of Standard & Poor’s and such other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein.

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each Each holder of any direct or indirect interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Borrower to any Person who is not a Disqualified Transferee without LenderAdministrative Agent’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender Administrative Agent an assumption agreement in form and substance acceptable to LenderAdministrative Agent, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by LenderAdministrative Agent; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Ultimate Equity Owner or a Close Affiliate of such entity owns Guarantor shall continue to own directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner the Guarantor or a Close Affiliate of Ultimate Equity Owner a Guarantor which is Controlled by Guarantor exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by Ultimate Equity Owner any Guarantor or a Close Affiliate of Ultimate Equity Owner the Guarantor with any other Person or Persons, then the Ultimate Equity Owner Guarantor or such Close Affiliate shall be deemed to have Management Control only if Ultimate Equity Owner the Guarantor or such Close Affiliate retains the ultimate right as between Ultimate Equity Owner the Guarantor or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property;; and (d) if there has been a Transfer of forty-nine percent (49%) or more of the indirect or direct membership interests, stock or other direct equity ownership interests in BorrowerBorrower (other than a Transfer set forth in the last sentence of Section 8.1(a)), Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) Administrative Agent an Officer’s 's Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to this Agreement, to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of Standard & Poor’s and such other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein.

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each Each holder of any direct or indirect interest in the Junior Mezzanine Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Junior Mezzanine Borrower to any Person who is not a Disqualified Transferee without Lender’s 's consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Ultimate Equity Owner KSL DC Operating, LLC, CNL Hospitality Partners, LP or a Close Affiliate of either such entity owns directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner CNL Hospitality Partners, LP, KSL DC Operating, LLC or a Close Affiliate of Ultimate Equity Owner CNL Hospitality Partners, LP or KSL DC Operating, LLC exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by Ultimate Equity Owner CNL Hospitality Partners, LP, KSL DC Operating, LLC or a Close Affiliate of Ultimate Equity Owner CNL Hospitality Partners, LP or KSL DC Operating, LLC with any other Person or Persons, then the Ultimate Equity Owner CNL Hospitality Partners, LP, KSL DC Operating, LLC or such Close Affiliate shall be deemed to have Management Control only if Ultimate Equity Owner CNL Hospitality Partners, LP, KSL DC Operating, LLC or such Close Affiliate retains the ultimate right as between Ultimate Equity Owner the CNL Hospitality Partners, LP, KSL DC Operating, LLC or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property; (d) if there has been a Transfer of forty-nine percent (49%) or more of the direct membership interests, stock or other direct equity ownership interests in BorrowerBorrower or General Partner, Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) an Officer’s 's Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to this Agreement, to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of Standard & Poor’s 's and such other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein.

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each Each holder of any direct or indirect interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Borrower to any Person who is not a Disqualified Transferee without LenderAdministrative Agent’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender Administrative Agent an assumption agreement in form and substance acceptable to LenderAdministrative Agent, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by LenderAdministrative Agent; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Ultimate Equity Owner or a Close Affiliate of such entity owns Guarantor shall continue to own directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner the Guarantor or a Close Affiliate of Ultimate Equity Owner a Guarantor which is Controlled by Guarantor exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by Ultimate Equity Owner any Guarantor or a Close Affiliate of Ultimate Equity Owner the Guarantor with any other Person or Persons, then the Ultimate Equity Owner Guarantor or such Close Affiliate shall be deemed to have Management Control only if Ultimate Equity Owner the Guarantor or such Close Affiliate retains the ultimate right as between Ultimate Equity Owner the Guarantor or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property;; and (d) if there has been a Transfer of forty-nine percent (49%) or more of the indirect or direct membership interests, stock or other direct equity ownership interests in BorrowerBorrower (other than a Transfer set forth in the last sentence of Section 8.1(a)), Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) Administrative Agent an Officer’s Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to this Agreement, to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of Standard & Poor’s and such other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein.

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each Each holder of any direct or indirect ownership interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity direct or indirect ownership interest in the Borrower to any Person who is not a Disqualified Transferee without LenderAdministrative Agent’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transferTransfer), and which shall have executed and delivered to Lender Administrative Agent an assumption agreement in form and substance acceptable to LenderAdministrative Agent, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the NoteNotes, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by LenderAdministrative Agent; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement;; and (c) the Ultimate Equity Owner or a Close Affiliate of such entity owns Guarantor shall continue to own directly or indirectly at least fifty-one fifty percent (5150%) of the equity ownership interests in the Borrower and the Person that is the proposed transferee is not a Disqualified TransfereeBorrower; provided that, (i) after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner Guarantor or a Close Affiliate of Ultimate Equity Owner exercise Management Control over Guarantor which is Controlled by Guarantor be the Borrower. In Manager of the event that Management Control shall be exercisable jointly by Ultimate Equity Owner Property and (ii) so long as Guarantor or a Close Affiliate of Ultimate Equity Owner with any other Person Guarantor which is Controlled by Guarantor has equal or Persons, then the Ultimate Equity Owner or such Close Affiliate shall be deemed to have Management Control only if Ultimate Equity Owner or such Close Affiliate retains the ultimate right as between Ultimate Equity Owner or such Close Affiliate greater voting and the transferee to unilaterally make all material decisions approval rights with respect to the operationManagement Control, management, financing and disposition Management Control may be exercisable jointly by Guarantor or a Close Affiliate of the Property; (d) if there has been a Transfer of forty-nine percent (49%) Guarantor together with one or more of the direct membership interests, stock or other direct equity ownership interests in Borrower, Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) an Officer’s Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to this Agreement, to deliver to S&P and to any other Rating Agency Lender requests its organizational documents solely for the purpose of Standard & Poor’s and such other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth hereinPersons.

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each Each holder of any direct or indirect interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Borrower to any Person who is not a Disqualified Transferee without LenderAdministrative Agent’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender Administrative Agent an assumption agreement in form and substance acceptable to LenderAdministrative Agent, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by LenderAdministrative Agent; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Ultimate Equity Owner or a Close Affiliate of such entity owns Guarantor shall continue to own directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner the Guarantor or a Close Affiliate of Ultimate Equity Owner a Guarantor which is Controlled by Guarantor exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by Ultimate Equity Owner any Guarantor or a Close Affiliate of Ultimate Equity Owner the Guarantor with any other Person or Persons, then the Ultimate Equity Owner Guarantor or such Close Affiliate shall be deemed to have Management Control only if Ultimate Equity Owner the Guarantor or such Close Affiliate retains the ultimate right as between Ultimate Equity Owner the Guarantor or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property;; and (d) if there has been a Transfer of forty-nine percent (49%) or more of the indirect or direct membership interests, stock or other direct equity ownership interests in Borrower, Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) Administrative Agent an Officer’s Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to . Notwithstanding any provision in this Agreement, to deliver to S&P and to Section 8.4 or elsewhere in this Agreement or in any other Rating Agency Lender requests its organizational documents solely for Loan Document to the purpose contrary, nothing contained herein shall be deemed to restrict (a) the transfer of Standard the holders of direct or indirect legal, beneficial or equitable interests of original Guarantor provided that Strategic Hotels & Poor’s Resorts, Inc. (the REIT) remains a publicly listed and such other Rating Agency Lender requests confirming that such organizational documents comply with traded company and the single purpose bankruptcy remote entity requirements set forth hereinGuarantor remains the “umbrella” operating partnership of the REIT or (b) the transfer of publicly traded shares in any indirect equity owner of Borrower listed on a public exchange and widely traded.

Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each Each holder of any direct or indirect interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its direct or indirect legal, beneficial or equity interest interests in the Borrower to any Person who is not a Disqualified Transferee without Lender’s 's consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Ultimate Equity Owner Guarantor or a Close Affiliate of such entity Guarantor owns directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner Guarantor or a Close Affiliate of Ultimate Equity Owner Guarantor exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by Ultimate Equity Owner Guarantor or a Close Affiliate of Ultimate Equity Owner Guarantor with any other Person or Persons, then the Ultimate Equity Owner Guarantor or such Close Affiliate shall be deemed to have Management Control only if Ultimate Equity Owner Guarantor or such Close Affiliate retains the ultimate right as between Ultimate Equity Owner the Guarantor or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property; (d) if there has been a Transfer of more than forty-nine percent (49%) or more of the direct membership interests, stock or other direct equity ownership interests in BorrowerBorrower or Borrower Parents, Borrower shall have first delivered to Lender (and, after a Securitization, the Rating Agencies) an Officer’s 's Certificate and legal opinion of the types described in Section 8.6 below; and (e) Borrower shall cause the transferee, if Lender so requests and if such transferee is required to be a Single Purpose Entity pursuant to this Agreement, to deliver to S&P and to any 108 other Rating Agency Lender requests its organizational documents solely for the purpose of Standard & Poor’s 's and such other Rating Agency Lender requests confirming that such organizational documents comply with the single purpose bankruptcy remote entity requirements set forth herein.