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<br /> " ermi3ted ans e s"shall mean, provided that no Event of Default has accurred:
<br /> (i) Permitted Encumbrances; (ii)all transfers of worn out or obsolete furnishings, fixtures �`
<br /> or equipment that are replaced with equivalent property; (iii) all Leases which are not ��
<br /> Material I,cases; (iv1 all Material Leases which have been approved by Beneficiary in � .,�,;;».{�:, -
<br /> writing in Beneficiary's discretion; (v) transfers of Equity Interests (other than interests of ::-- "='`'`
<br /> the Preferred Shareholder)which in the aggregate during the term of the Loan (a) do �-�----
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<br /> not exceed 49% of the total interests in Owner and (b) do not result in any partner s, � __..-
<br /> member's,shareholder's or other Person's interest in Owner exceeding 49% of the total -
<br /> � interests in Owner, (vi) any other teansfer of Equity Interests (other than interests of the � -_��_--4
<br /> Prefened 5hareholder) or beneficial Ownership Interests provided that(a) prior to any , �'"-���-
<br /> Securitization, Beneficiary shall have consented to such transfer or transfers, b after an �''—
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<br /> " Securitization, Beneficiary shall have consented to such transfer or transfers and the ,:. �,,.'�`�`-`-
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<br /> Rating Agencies shall have confirrmed in writing that such transfer or transfers shaU not �
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<br /> result in a dovmgrade, withdr3wal or qualification of any securities issued in connection .:;�" ��
<br /> . �'�� with such Securitization, (c) a�ceptable opinions relating to such transfer or transfers _�,;,;;,. ��_��
<br /> shall have been delivered by Trustor to Bene�iciary and the Rating Agencies (including ;�,,
<br /> � without limitation tax and bankruptcy opinions), and (d)Trustor pays all reasonable ,�
<br /> __ ______ P�cnenses incurred by Beneficiary in connection with such transfer or transfers; (vii) a � � �
<br /> � transfer of all the Facilities (as defined in the Loan Agreement)to a single purchaser •-'t.�
<br /> . � �• (" urchaser") not more than one time during the term of the Loan,provided that (1) �� "`
<br /> prior to such transfer (a) Txustor shall pay Bene�ciary a fee of one quarter of one , .;�,`.��
<br /> r: percent (0.25%n) of the outstanding Principal Indebtednsss, (b) prior to a Securitization,
<br /> BeneSciary shall have consented to such transfer, (c) after a Securitization, (i) :; �
<br /> Beneficiary shall have consented to such transfer and (ii) :he Rating Agencies shall have I.
<br /> , ' confirmed in writing that such transfer shall not resutt in a downgrade,wi4hdrawal or �_____ _
<br /> `� quali�icauon of any securities issued in connecrion with such Securitization, (d) acceptable
<br />�' opinions relating to such transfer shall have been delivered by Trustor to Bene�iciary and ���",�--
<br />� -�. . �- to the Rating Agencies (including without limitation tax and bankruptcy opinions), (e) the --
<br />�•, ! �� � '� � transferee assumes in writing all obligations of the transferor under the Loan Documents e,�
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<br />� and executes and delivers such other documentatinn as may be reasonably required by
<br /> Y' ° BenefiGiary or the Rating Agencies and (t� '�rustor pays all reasanable expenses incurred
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<br /> - • •;' b,y �eaz�ficia�-y in conszection with such transf.er and (2) simuttaneous with such tran�sfer, - =
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<br /> Other Bonower shall transfer n11 of the Gther Facili4ir..s eo the Pu�ch�.ser pursuant to and _ _____ -_-
<br />- __ � ' in compliance with clause in of the definition "Permitted Transfers" as set forth in the _ _
<br />�a�a •���::.'. .. Other Loan Agreement and (viii) transfers of the Preferred Shareholder's interests in -
<br />' Owner, provided that prior to such transfer or transfers, if the transfer is a transfer by _—__--__:
<br />� }. the Prefened Shareholder to someone other than an affiliate of Preferred Shareholder, � `;��,�,�:•
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<br /> � �' the Rating Agencies then rating any securities issued in connection with a Securitization :��=�.�a
<br /> " 7 shall have confirmed in writing that such transfer or transfers shall not result in a ��:���:�;.w,�� .
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