OR THE BORROWER, AS APPLICABLE,
AND DIRECTLY OR INDIRECTLY OWN AT LEAST 50% OF THE BENEFICIAL INTERESTS THEREIN,
(V)
77­
SUCH TRANSFER DOES NOT RESULT IN A VIOLATION OF SECTION 7.25, (VI) IF AS A
RESULT OF SUCH TRANSFER ANY TRANSFEREE DIRECTLY OR INDIRECTLY OWNS A 10% OR
GREATER OWNERSHIP INTEREST IN BORROWER, ADMINISTRATIVE AGENT HAS RECEIVED SUCH
SEARCHES AND OTHER INFORMATION REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT
AS THE LENDERS MAY DEEM NECESSARY IN ORDER TO COMPLY WITH ADMINISTRATIVE
AGENT'S
AND SUCH LENDER'S "KNOW YOUR CUSTOMER" AND OTHER APPLICABLE REGULATORY
AND BANK REQUIREMENTS, AND (VII) SUCH TRANSFER DOES NOT CAUSE THE PROPOSED
TRANSFEREE TO EXCEED THE EXPOSURE LIMITS OF ADMINISTRATIVE AGENT AND THE LENDERS
(AS DETERMINED BY ADMINISTRATIVE AGENT AND THE LENDERS, RESPECTIVELY, IN THEIR
SOLE DISCRETION) (PROVIDED THAT IF ADMINISTRATIVE AGENT SHALL NOT NOTIFY
BORROWER OF SAME WITHIN TEN (10) DAYS OF BORROWER'S REQUEST THEREFOR, THE
REQUIREMENTS OF THIS CLAUSE (VIII) SHALL BE DEEMED SATISFIED).
PROMPTLY
FOLLOWING RECEIPT BY ADMINISTRATIVE AGENT OF ANY NOTICE FROM BORROWER PURSUANT
TO THIS SECTION 9.1(2), ADMINISTRATIVE AGENT SHALL ADVISE THE LENDERS OF THE
CONTENTS THEREOF.
(3)
NOTHING CONTAINED IN THE LOAN DOCUMENTS SHALL IN ANY WAY
RESTRICT OR PROHIBIT, NOR SHALL ANY NOTICE TO OR CONSENT OF ADMINISTRATIVE AGENT
OR THE LENDERS BE REQUIRED IN CONNECTION WITH (I) ANY PLEDGE OF DIRECT OR
INDIRECT EQUITY INTERESTS IN, AND/OR RIGHT TO DISTRIBUTIONS FROM, GUARANTOR,
VRLP, THE REIT OR ANY MULTI-ASSET PERSON OR ANY OF THEIR AFFILIATES (OTHER THAN
BORROWER) TO SECURE A LOAN TO ANY SUCH PERSONS THAT IS SECURED BY ALL OR A
SUBSTANTIAL PORTION OF ANY SUCH PERSON'S ASSETS, (II) THE TRANSFER OR ISSUANCE
OF ANY SECURITIES OR ANY DIRECT OR INDIRECT INTERESTS IN ANY DIRECT OR INDIRECT
OWNER OF BORROWER, IN EITHER CASE, WHOSE SECURITIES ARE PUBLICLY TRADED ON A
NATIONAL EXCHANGE (INCLUDING GUARANTOR, VRLP AND THE REIT) (REGARDLESS WHETHER
SUCH TRANSFER OR ISSUANCE IS OF PUBLICLY TRADED SECURITIES OR INTERESTS) OR ANY
PERSON WHO DIRECTLY OR INDIRECTLY HOLDS SUCH SECURITIES OR INTERESTS OR WHO IS A
MULTI-ASSET PERSON, PROVIDED THAT, AFTER SUCH TRANSFER, GUARANTOR, VLRP OR THE
REIT SHALL CONTINUE TO CONTROL BORROWER, (III) THE MERGER OR CONSOLIDATION OF
GUARANTOR, VRLP OR THE REIT WITH OR INTO ANY OTHER PERSON OR THE SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF GUARANTOR, VRLP OR THE REIT (EACH, AN
"ALX/VNO TRANSFER" AND, COLLECTIVELY, "ALX/VNO TRANSFERS"); PROVIDED, HOWEVER,
THAT, IN THE EVENT THAT ANY ALX/VNO TRANSFER OR SERIES OF ALX/VNO TRANSFERS
(OTHER THAN THE SALE OF PUBLICLY TRADED SECURITIES IN GUARANTOR, VRLP OR THE
REIT) SHALL RESULT IN BORROWER CEASING TO BE CONTROLLED BY GUARANTOR, VRLP OR
THE REIT, THEN ADMINISTRATIVE AGENT'S AND THE LENDERS' PRIOR WRITTEN CONSENT
(NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED) SHALL BE REQUIRED IN
CONNECTION WITH SUCH ALX/VNO TRANSFER UNLESS AFTER GIVING EFFECT TO SUCH ALX/VNO
TRANSFER, GUARANTOR (OR THE SUCCESSOR ENTITY THERETO) SHALL BE A PERSON THAT HAS
AND PROVIDES SUBSTANTIALLY AT LEAST THE SAME EXPERIENCE AND EXPERTISE AS
GUARANTOR PRIOR TO SUCH