ANY INCREASED RISK OF DEFAULT HEREUNDER IN ORDER TO DECLARE
THE DEBT IMMEDIATELY DUE AND PAYABLE UPON A TRANSFER IN VIOLATION OF THIS
SECTION 5.2.10. THIS PROVISION SHALL APPLY TO EVERY TRANSFER REGARDLESS OF
WHETHER VOLUNTARY OR NOT, OR WHETHER OR NOT LENDER HAS CONSENTED TO ANY PREVIOUS
TRANSFER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION
5.2.10, (A) NO TRANSFER (WHETHER OR NOT SUCH TRANSFER SHALL CONSTITUTE A
TRANSFER) SHALL BE MADE TO ANY PROHIBITED PERSON; (B) BORROWER SHALL PROVIDE TO
LENDER, NO LATER THAN TEN (10) BUSINESS DAYS AFTER WRITTEN REQUEST, THE NAME AND
IDENTITY OF EACH PERSON AND ITS AFFILIATES WHICH OWN, DIRECTLY OR INDIRECTLY,
MORE THAN TWENTY PERCENT (20%) OF THE LEGAL OR BENEFICIAL INTEREST IN BORROWER
OR PRINCIPAL (EXCLUDING OWNERSHIP INTERESTS IN ANY FUND OR OTHER ENTITY WHICH
(I) IS CONTROLLED BY ONE OR MORE TISHMAN SPEYER CONTROL PERSONS AND/OR LEHMAN
ENTITIES, (II) OWNS AN INDIRECT INTEREST IN BORROWER OR PRINCIPAL AND (III)
OWNS, DIRECTLY OR INDIRECTLY, REAL PROPERTY ASSETS OTHER THAN THE PROPERTIES),
TOGETHER WITH THE NAMES OF THEIR CONTROLLING PRINCIPALS, AND LENDER, EXCEPT AS
MAY BE REQUIRED BY APPLICABLE LAW, AGREES TO KEEP SUCH INFORMATION
97
CONFIDENTIAL; NOTWITHSTANDING THE FOREGOING, LENDER MAY DISCLOSE SUCH
INFORMATION TO A RATING AGENCY, INVESTOR OR PROSPECTIVE INVESTOR THAT REQUESTS
SUCH INFORMATION, PROVIDED THAT SUCH RATING AGENCY, INVESTOR OR PROSPECTIVE
INVESTOR AGREES IN WRITING TO KEEP SUCH INFORMATION CONFIDENTIAL AND (C) IN THE
EVENT ANY TRANSFER (WHETHER OR NOT SUCH TRANSFER SHALL CONSTITUTE A TRANSFER)
RESULTS IN ANY PERSON THAT AS OF THE DATE HEREOF OWNS LESS THAN FORTY-NINE
PERCENT (49%) OF THE BENEFICIAL OWNERSHIP INTEREST IN MORTGAGE BORROWER,
MEZZANINE B BORROWER AND BORROWER OWNING IN EXCESS OF FORTY-NINE PERCENT (49%)
OF THE BENEFICIAL OWNERSHIP INTEREST IN MORTGAGE BORROWER, MEZZANINE B BORROWER
AND BORROWER AND A SECURITIZATION HAS OCCURRED, BORROWER SHALL, PRIOR TO SUCH
TRANSFER, DELIVER AN UPDATED INSOLVENCY OPINION TO LENDER, WHICH OPINION SHALL
BE IN FORM, SCOPE AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER AND THE RATING
AGENCIES.
5.2.11
Permitted Transfer.
(A)
WITHOUT LIMITING THE PROVISIONS OF SECTION 5.2.10 HEREOF, IN THE
EVENT THAT MORTGAGE BORROWER IS PERMITTED TO TRANSFER ALL OF THE PROPERTIES
PURSUANT TO SECTION 6.14 OF THE MORTGAGE LOAN AGREEMENT, LENDER SHALL NOT
UNREASONABLY WITHHOLD ITS CONSENT TO A ONE-TIME SALE, ASSIGNMENT, OR OTHER
TRANSFER OF ALL OF THE PROPERTIES TO A PERMITTED TRANSFEREE (DEFINED BELOW),
PROVIDED THAT (W) LENDER RECEIVES SIXTY (60) DAYS' PRIOR WRITTEN NOTICE OF SUCH
TRANSFER, (X) BORROWER OR SUCH PERMITTED TRANSFEREE SHALL PAY, CONCURRENTLY WITH
THE CLOSING OF SUCH SALE, ASSIGNMENT OR TRANSFER, A NON-REFUNDABLE TRANSFER FEE
IN AN AMOUNT EQUAL TO ONE-QUARTER OF ONE PERCENT (0.25%) OF THE THEN OUTSTANDING
PRINCIPAL BALANCE OF THE NOTE, (Y) NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING UNDER THIS AGREEMENT, THE PLEDGE AGREEMENT, THE NOTE OR THE OTHER
LOAN DOCUMENTS AND (Z) UPON THE SATISFACTION (IN THE REASONABLE DETERMINATION OF
LENDER) OF SUCH CONDITIONS AS MAY BE REASONABLY IMPOSED BY LENDER, WHICH MAY
INCLUDE, BUT SHALL NOT BE