DEFAULT, IF REQUESTED BY LENDER IN
WRITING, BORROWER SHALL, OR SHALL CAUSE THE APPLICABLE LOAN PARTY OR ANY
AFFILIATE THEREOF TO, TERMINATE ANY EXISTING AFFILIATE AGREEMENT SPECIFIED BY
LENDER WITHIN TEN (10) DAYS AFTER DELIVERY OF LENDER'S REQUEST WITHOUT PAYMENT
OF ANY PENALTY, PREMIUM OR TERMINATION FEE.
5.2.10
Transfers.
(A)
EXCEPT AS OTHERWISE PERMITTED UNDER SECTION 5.2.10(C) OR 5.2.11
HEREOF, BORROWER SHALL NOT SELL, CONVEY, MORTGAGE, GRANT, BARGAIN, ENCUMBER,
PLEDGE, ASSIGN, GRANT OPTIONS WITH RESPECT TO, OR OTHERWISE TRANSFER OR DISPOSE
OF (DIRECTLY OR INDIRECTLY, VOLUNTARILY OR INVOLUNTARILY, BY OPERATION OF LAW OR
OTHERWISE, AND WHETHER OR NOT FOR CONSIDERATION OR OF RECORD) ANY INDIVIDUAL
PROPERTY, THE COLLATERAL, ANY MORTGAGE PRINCIPAL'S GENERAL PARTNER INTEREST IN
THE RELATED MORTGAGE BORROWER ENTITY OR ANY PART THEREOF OR ANY LEGAL OR
BENEFICIAL INTEREST THEREIN OR PERMIT A SALE OR PLEDGE OF ANY INTEREST
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IN ANY RESTRICTED PARTY (COLLECTIVELY, A "TRANSFER"), WITHOUT THE PRIOR WRITTEN
CONSENT OF LENDER, OTHER THAN (I) PURSUANT TO LEASES OF SPACE IN THE
IMPROVEMENTS TO TENANTS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.1.17
HEREOF, (II) PERMITTED ENCUMBRANCES, AND (III) THE GRANTING OF A SECURITY
INTEREST OR THE ENTERING INTO OF AN EQUIPMENT LEASE BY MORTGAGE BORROWER WITH
RESPECT TO THE EQUIPMENT LOCATED ON AN INDIVIDUAL PROPERTY AND/OR OTHER PERSONAL
PROPERTY USED IN CONNECTION WITH THE OPERATION AND MAINTENANCE OF AN OFFICE IN
THE IMPROVEMENTS OR THE MAINTENANCE OF THE COMMON AREAS IN THE IMPROVEMENTS
("EQUIPMENT") IN THE ORDINARY COURSE OF BUSINESS, PROVIDED (A) ANY SUCH SECURITY
AGREEMENT OR EQUIPMENT LEASE AGREEMENT (COLLECTIVELY, THE "EQUIPMENT LEASE
AGREEMENTS") IS ENTERED INTO ON CUSTOMARY TERMS AND CONDITIONS IN THE ORDINARY
COURSE OF MORTGAGE BORROWER'S BUSINESS, (B) THE EQUIPMENT IS READILY REPLACEABLE
WITHOUT MATERIAL INTERFERENCE OR INTERRUPTION TO THE OPERATION OF ANY INDIVIDUAL
PROPERTY AS REQUIRED PURSUANT TO THE PROVISIONS OF THIS AGREEMENT AND THE
MORTGAGE LOAN DOCUMENTS, AND (C) THE AGGREGATE ANNUAL PAYMENTS PURSUANT TO THE
EQUIPMENT LEASE AGREEMENTS TOGETHER WITH THE TRADE PAYABLES DO NOT EXCEED IN THE
AGGREGATE $150,000 WITH RESPECT TO ANY INDIVIDUAL PROPERTY AT ANY TIME.
(B)
A TRANSFER SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, (I) AN
INSTALLMENT SALES AGREEMENT WHEREIN (A) MORTGAGE BORROWER AGREES TO SELL ONE OR
MORE OF THE PROPERTIES OR ANY PART THEREOF OR (B) BORROWER AGREES TO SELL THE
COLLATERAL OR ANY PART THEREOF, FOR A PRICE TO BE PAID IN INSTALLMENTS; (II) AN
AGREEMENT BY MORTGAGE BORROWER TO LEASE ALL OR SUBSTANTIALLY ALL OF ANY
INDIVIDUAL PROPERTY FOR OTHER THAN ACTUAL OCCUPANCY BY A SPACE TENANT THEREUNDER
OR A SALE, ASSIGNMENT OR OTHER TRANSFER OF, OR THE GRANT OF A SECURITY INTEREST
IN, MORTGAGE BORROWER'S RIGHT, TITLE AND INTEREST IN AND TO ANY LEASES OR ANY
RENTS; (III) IF A RESTRICTED PARTY IS A CORPORATION, ANY MERGER, CONSOLIDATION
OR SALE OR PLEDGE OF SUCH CORPORATION'S STOCK OR THE CREATION OR ISSUANCE OF NEW
STOCK; (IV) IF A RESTRICTED PARTY IS A LIMITED OR GENERAL PARTNERSHIP OR JOINT
VENTURE, ANY MERGER OR CONSOLIDATION OR THE CHANGE, REMOVAL, RESIGNATION