DOCUMENTS AND THE MEZZANINE A LOAN DOCUMENTS, ANY SUCH
AGREEMENT (OTHER THAN THE
97
MANAGEMENT AGREEMENT, AS TO WHICH THE PROVISIONS OF THE AGREEMENT REGARDING
MANAGEMENT AGREEMENT AND SECTION 5.1.18 HEREOF SHALL BE APPLICABLE) SHALL BE
TERMINABLE BY MORTGAGE BORROWER OR LENDER WITHIN TEN (10) DAYS AFTER NOTICE,
WITHOUT THE PAYMENT OF ANY FEE, PENALTY, PREMIUM OR LIABILITY FOR FUTURE
LIABILITIES OR OBLIGATIONS, IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING. TO THE EXTENT NOT PROHIBITED UNDER THE MORTGAGE LOAN DOCUMENTS AND
THE MEZZANINE A LOAN DOCUMENTS, UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF AN EVENT OF 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, THE MEZZANINE A COLLATERAL, ANY MORTGAGE PRINCIPAL'S
GENERAL PARTNER INTEREST IN THE RELATED MORTGAGE BORROWER ENTITY, ANY MEZZANINE
A PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED MEZZANINE A BORROWER
ENTITY, OR ANY PART THEREOF OR ANY LEGAL OR BENEFICIAL INTEREST THEREIN OR
PERMIT A SALE OR PLEDGE OF ANY INTEREST 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