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 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
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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 21 OF THE SECURITY INSTRUMENT, 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 LIMITED TO,
THE FOLLOWING MATTERS:
(I)
BORROWER OR SUCH PERMITTED TRANSFEREE
SHALL PAY ANY AND ALL REASONABLE OUT-OF-POCKET COSTS INCURRED IN CONNECTION WITH
THE TRANSFER (INCLUDING, WITHOUT LIMITATION, LENDER'S REASONABLE COUNSEL FEES
AND DISBURSEMENTS AND ALL RECORDING FEES, TITLE INSURANCE PREMIUMS AND MORTGAGE
AND