Common use of Restrictions on Transfer of Beneficial Interest Clause in Contracts

Restrictions on Transfer of Beneficial Interest. The Owner Participant agrees that it shall not, directly or indirectly, sell, convey, assign, pledge, mortgage or otherwise transfer all or any part of the Beneficial Interest (collectively, for purposes of this Section 6.1, a "transfer") prior to the expiration or earlier termination of the Lease Term without the Lessee's prior written consent (which consent shall not be unreasonably withheld); provided, however, no such consent shall be required in connection with any indirect transfer of the Beneficial Interest resulting from (i) any direct or indirect change of control of Philip Morris Capital Corporation or change of control of any direxx xx ixxxxxxt parent of Philip Morris Capital Corporation or (ii) any transfer of substantxxxxx axx xx the assets of Philip Morris Capital Corporation as an entirety; provided, furthex, xxxt xx xxch consent shall be required if the following conditions are satisfied: