Transfers of Interests in Borrower. Except for transfers of ---------------------------------- limited partners in DSMLP, who may transfer limited partnership interests in DSMLP in accordance with the terms of the partnership agreement of DSMLP, the holder of any direct or indirect interest in Borrower may transfer such interest to any Person if after giving effect to such transfer: (A) Borrower will be a Special Purpose Entity in compliance with the representations, warranties and covenants in SCHEDULE 4B (as if Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), (B) Borrower will either be a Permitted Owner or be owned, and will be controlled (directly or indirectly), by a Permitted Owner, (C) if there has been a transfer of 25% or more of the membership interests, stock or other direct equity ownership interests in Borrower or a transfer or issuance of a membership interest in Borrower, Borrower shall have first delivered to Lender the Officer's Certificate and legal opinion described in clause 6.1(j)(v) below, and (D) if there has been a transfer of any interest in the member of Borrower (or in DSMLP) where, as a result of any transfer, any member or other Person shall own (directly or indirectly) a 49 percent or more economic or controlling interest in Borrower or a direct or indirect owner thereof, Borrower shall have first delivered the Officer's Certificate and legal opinion described in clause 6.1(j)(v) below.
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Sources: Loan Agreement (Desert Springs Marriott Limited Partnership)
Transfers of Interests in Borrower. Except for transfers of ---------------------------------- limited partners in DSMLP, who may transfer limited partnership interests in DSMLP in accordance with the terms of the partnership agreement of DSMLP, the The holder of any direct or indirect interest in Borrower may transfer such interest to any Person if after giving effect to such transfer:
(A) Borrower will be directly owned by a Special Single Purpose Entity in compliance with the representations, warranties and covenants in SCHEDULE 4B Section 4.1(cc) (as if Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer),;
(B) Borrower will either be a Permitted Owner or be owned, at least fifty-one percent (51%) owned and will be controlled (directly or indirectly)) by (i) Sponsor, by a Permitted Owner,(ii) any entity with which Sponsor is merged or consolidated or to which Sponsor sells or transfers all or substantially all of its assets, or (iii) an entity in which Sponsor is the sole operating partner;
(C) if there has been a transfer of twenty- five percent (25% %) or more of the direct membership interests, stock or other direct equity ownership interests in Borrower or a transfer or issuance of a membership general partnership interest in Borrower or managing member's interest in Borrower, Borrower shall have first delivered to Lender the an Officer's Certificate and legal opinion of the types described in clause 6.1(j)(vSection 6.1(i)(iv) below, and;
(D) if there has been a transfer of any direct interest in the member general partner of Borrower (or in DSMLP) wherewhich general partner is the requisite Single Purpose Entity, as a result of any transfer, any member or other Person shall own (directly or indirectly) a 49 percent or more economic or controlling interest in Borrower or a direct or indirect owner thereof, Borrower shall have first delivered the such transfer will require an Officer's Certificate and legal opinion of the types described in clause 6.1(j)(vSection 6.1(i)(iv) below; and
(E) if after giving effect to a transfer of ownership interests in Sponsor, as Borrower's sole shareholder, any one Person and its Affiliates shall own more than forty-nine percent (49%) of the ownership interests in Sponsor that did not own more than forty-nine percent (49%) of the ownership interests in Sponsor on the date hereof, Lender shall have first received an Officer's Certificate and legal opinion, each of the type described in Section 6.1(i)(iv) below.
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