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

Permitted Transfers of Interest in Borrower. Notwithstanding anything to the contrary contained in the Loan Documents, the restrictions on Transfers of direct or indirect ownership interests in Borrower (including, without limitation, direct or indirect interests in Beacon Entity) set forth herein, in the Mortgage or in any other Loan Document shall not apply to the Transfer of direct or indirect interests in Borrower (including, without limitation, direct or indirect interests in Beacon Entity) provided that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender in connection with such Transfer, (iii) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, (iv) after such Transfer Borrower shall maintain its status as a single purpose, bankruptcy remote entity under criteria established herein, (v) if after giving effect to such Transfer and all prior Transfers, more than forty nine percent (49%) in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a forty nine percent (49%) direct or indirect interest in Borrower as of the Closing Date, Lender shall receive a non-consolidation opinion reasonably acceptable to Lender and acceptable to the Rating Agencies and (vi) following such Transfer (x) Beacon Entity owns directly or indirectly fifty

Permitted Transfers of Interest in Borrower. (a) Notwithstanding anything to the contrary contained in the Loan Documents, the restrictions on Transfers transfers and other conveyances (excluding pledges) of direct or indirect ownership interests in Borrower (including, without limitation, direct or indirect interests in Beacon Entity) set forth herein, in the Mortgage or in any other Loan Document shall not apply to the Transfer transfer (excluding pledges) of direct or indirect interests in Borrower (including, without limitation, direct or indirect interests in Beacon Entity) provided that (i) no Event of Default shall have occurred and be continuing, (ii) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender in connection with such Transfertransfer, (iii) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, (iv) after such Transfer transfer Borrower shall maintain its status as a single purpose, bankruptcy remote entity under criteria established herein, (v) if after giving effect to such Transfer transfer and all prior Transferstransfers, more than forty nine percent (49%) in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a forty nine percent (49%) direct or indirect interest in Borrower as of the Closing Date, Lender shall receive a non-consolidation opinion reasonably acceptable to Lender and acceptable to the Rating Agencies and (vi) following such Transfer transfer (x) Beacon Entity owns directly or indirectly twenty five percent (25%) or more of the interests in Borrower and directly or indirectly controls Borrower or (y) Permitted Transferees own in the aggregate directly or indirectly fifty-one percent (51%) or more of the interests in Borrower and directly or indirectly controls Borrower, provided Mezzanine Lender, if any, approves such Permitted Transferee in accordance with and to the extent required by the Mezzanine Loan Agreement, or (z) another Person (A) which Lender has approved (such approval not to be unreasonably withheld, conditioned or delayed), and if any Securities are outstanding, with respect to which Lender has received a Rating Agency Confirmation; and which Mezzanine Lender, if any, has approved in accordance with and to the extent required by the Mezzanine Loan Agreement, and (B) owns in the aggregate directly or indirectly fifty-one percent (51%) or more of the interests in Borrower and directly or indirectly controls Borrower. For purposes of this Section 8.2, “control” shall mean the ability to control the day to day and general management decisions regarding the Property. In the event that any such conveyance or transfer of any direct or indirect interests in Borrower results in the then current Guarantor and its Affiliates owning directly or indirectly no legal or beneficial interests in Borrower, then the current Guarantor shall be released from and relieved of any of its obligations under the (x) the Guaranty arising or occurring after the date of such conveyance or transfer (other than for any acts or events which were caused by or arise out of any acts, events or omissions of Guarantor, Borrower or its Affiliates occurring prior to such conveyance) and (y) the Environmental Indemnity (other than for any claims against such Guarantor existing on the date of such conveyance or transfer) provided that, and as a condition to such release, (1) Borrower delivers to Lender a Rating Agency Confirmation with respect to such replacement Guarantor, (2) an Affiliate of the transferee of the Property approved by the Lender (in its reasonable discretion) assumes the obligations of the current Guarantor under the Guaranty (as to any acts or events which occur after the conveyance or transfer) and the Environmental Indemnity (as to any liability thereunder other than for any claims against the previous Guarantor existing on the date of such conveyance or transfer) and (3) if applicable but subject to the provisions in subsection (2) above, such new Guarantor executes, without any cost or expense to Lender, a substitution agreement or a new Guaranty or a new Environmental Indemnity in substantially the same form as the Guaranty and Environmental Indemnity executed as of the date hereof.