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

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 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) Notwithstanding anything to Host the contrary contained in this Agreement or a wholly owned subsidiary in Section 7 of Host or Person wholly owned by Host and HMC or a wholly owned subsidiary the Mortgage, but subject to Section 8.1(b) below, without the consent of HMCLender: (i) up to an aggregate of 70% of the membership interests in Metropolitan may be transferred upon not less than ten (10) days prior notice to Lender, provided that (i) each transferee is a Qualified Transferee, (ii) after giving effect to such transfer, the Operating Partnership shall continue to control the day-to-day and overall management and operation of Metropolitan and Metropolitan Operating Partnership and (iii) Lender receives shall promptly be provided with copies of all documents and instruments evidencing such transfer; (ii) up to an aggregate of 70% of the membership interests in the SPC Member may be transferred upon not less than ten (10) days prior notice to Lender, provided that (i) each transferee is a nonQualified Transferee, (ii) after giving effect to such transfer, Metropolitan shall continue to control the day-consolidation opinion acceptable to-day and overall management and operation of the SPC Member and Borrower and (iii) Lender shall promptly be provided with copies of all documents and instruments evidencing such transfer; (iii) shares of common or preferred stock of Reckson shall be freely transferable; (iv) limited partnership interests in the Operating Partnership shall be freely transferable; and (v) Crescent's preferred equity interest in Metropolitan shall be freely transferable. (b) In addition to it the foregoing, with respect to any transfer otherwise permitted by Section 8.1(a) above, if, after giving effect to such transfer and the Rating Agencies if all prior transfers, more than forty-nine percent (49%) % in the aggregate of the direct and indirect interests in such Individual Borrower are owned by any Person that owned less than a forty-nine percent (49%) % direct or indirect interest in such Individual Borrower as of the Closing Securitization Date, or (b) to any other Person, provided that (i) the transferee is approved confirmation in writing 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 applicable Rating Agencies confirm in writing that the proposed transfer will not not, in and of itself, result in a qualificationdowngrade, downgrade qualification or withdrawal of its the initial, or, if higher, then current rating on ratings assigned in connection with any Securities. Additionally, Securitization shall be a condition precedent to the restrictions on transfers implementation 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 Hostsuch transfer.