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 the Borrower set forth in Article 6 of the Mortgage shall not apply to the issuance, sale, transfer or pledge of publicly traded shares of the REIT or the issuance, transfer or pledge of limited partnership interests (including the conversion of general partnership interests to limited partnership interests) in ▇▇▇▇▇ Operating Partnership, L.P. (“the OP”), provided that (x) no one Person or its Affiliates owns more than forty-nine percent (49%) of the REIT or the OP (other than the REIT pursuant to clause (ii) below) and the REIT shall at all times (i) be and remain the sole general partner of the OP and have the right and power to direct the management, policies and day-to-day business and affairs of the OP and (ii) directly own a minimum of ninety percent (90%) of the interests in the OP, (y) the REIT at all times owns at least one hundred percent (100%) of the direct ownership interests in Borrower and retains control of the Borrower and the day-to-day management of the Individual Properties and (z) 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 any individual 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 receives a non-consolidation opinion acceptable to Lender and the Rating Agencies.

Permitted Transfers of Interest in Borrower. The restrictions on Transfers of ownership interests in the Borrower set forth in Article 6 of the Mortgage shall not apply to the issuance, sale, transfer or pledge of publicly traded shares of the REIT or the issuance, transfer or pledge of limited partnership interests (including the conversion of general partnership interests to limited partnership interests) in ▇▇▇▇▇ Operating Partnership, L.P. (“the OP”), provided that (x) no one Person or its Affiliates owns more than forty-nine percent (49%) of the REIT or the OP (other than the REIT pursuant to clause (ii) below) and the REIT shall at all times (i) be and remain the sole general partner of the OP and have the right and power to direct the management, policies and day-to-day business and affairs of the OP and (ii) directly own a minimum of ninety percent (90%) of the interests in the OP, (y) the REIT OP directly or indirectly at all times owns at least one hundred percent (100%) of the direct ownership interests in Borrower and retains control of the Borrower and the day-to-day management of the Individual Properties Property and (z) 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 any individual the 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 receives a non-consolidation opinion acceptable to Lender and the Rating Agencies.