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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Properties Group LLC (so long as it is controlled by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇), 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, entities controlled by immediate family members of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ 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, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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.