Common use of Changes of Ownership Clause in Contracts

Changes of Ownership. Allow transfers in ownership of Borrower or any other Loan Party within Borrower’s control or under common control to, except for the following such transfers which Lender hereby approves as permitted transfers provided that no Event of Default is continuing: (a) any transfers of membership interests in Borrower; (b) any transfers of membership interests in either Guarantor between ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ pursuant to buy-sell provisions in the respective Company Agreement of such Guarantor, provided that ▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇, individually or collectively, remain the only Manager(s) of the respective Guarantor and continue to own at least a fifty-one percent (51%) controlling interest in the respective Guarantor; (c) any transfers of minority membership interests in either Guarantor to any third party or parties, provided that ▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇, individually or collectively, remain the only Manager(s) of the respective Guarantor and continue to own at least a fifty-one percent (51%) controlling interest in the respective Guarantor; and (d) any transfers of direct and/or indirect equity interests in Borrower provided that: (i) other than in connection with a transfer, conveyance or pledge of a direct interest in a Qualified Equityholder, as defined below, and except as (A) may be otherwise prohibited by applicable law or (B) a transfer or transfers of publicly traded stock, and issuances of stock to the public which is the subject of or is exempt from filing(s) with the U.S. Securities and Exchange Commission, Borrower shall provide not less than ten (10) days prior written notice to Lender; and (ii) no such transfer shall result in a Change of Control. For the avoidance of doubt, equity transfers of interests in Borrower among Affiliates of CNL shall be permitted without the consent of Lender subject to the other terms set forth herein. (e) Notwithstanding anything to the contrary contained herein, without the prior written consent of Lender, Borrower shall be and must remain during the term of the Loan a “single purpose entity” (“SPE”), the only business of Borrower being the financing, ownership, development, maintenance and operation of the Mortgaged Property and other assets directly related to the operation of the Mortgaged Property, and always be in compliance with the Company Agreement of Borrower and with Section 9.26 of this Agreement.