ANY CONTRACTS OR AGREEMENTS RELATING TO THE
PROPERTY, THE COLLATERAL OR ANY MORTGAGE PRINCIPAL'S GENERAL PARTNER INTEREST IN
THE RELATED MORTGAGE BORROWER ENTITY IN ANY MANNER BETWEEN OR AMONG ANY LOAN
PARTIES OR THEIR AFFILIATES, INCLUDING THE MANAGEMENT AGREEMENT AND ANY OTHER
AGREEMENT SPECIFICALLY RELATED TO THE PROPERTY, THE COLLATERAL, ANY MORTGAGE
PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED MORTGAGE BORROWER ENTITY OR
ANY LOAN PARTY (COLLECTIVELY, THE "AFFILIATE AGREEMENTS") SHALL BE MADE ON AN
ARM'S-LENGTH BASIS (TAKING INTO ACCOUNT DIFFERENCES IN THE QUALITY OR STANDARDS
OF GOODS OR SERVICES PROVIDED); AND THE PARTIES TO EACH AFFILIATE AGREEMENT
SHALL ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT NOT PROHIBITED UNDER THE
MORTGAGE LOAN DOCUMENTS, ANY SUCH AGREEMENT (OTHER THAN THE 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
108
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, 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, 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 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 TRANSFER OF OBSOLETE
OR WORN OUT PERSONAL PROPERTY AND FIXTURES THAT ARE CONTEMPORANEOUSLY REPLACED
BY ITEMS OF EQUAL OR BETTER FUNCTION AND QUALITY, WHICH ARE FREE OF LIENS,
ENCUMBRANCES AND SECURITY INTERESTS OTHER THAN THOSE CREATED BY THE LOAN
DOCUMENTS OR CONSENTED TO BY LENDER. THE REPLACEMENT REQUIREMENT IN CLAUSE (III)
OF THE PRECEDING SENTENCE SHALL NOT APPLY TO SALES OR DISPOSITIONS OF PERSONAL
PROPERTY IN ANY FISCAL YEAR VALUED AT LESS THAN $50,000 IN THE AGGREGATE,
PROVIDED THAT BORROWER SHALL, OR SHALL CAUSE MORTGAGE BORROWER TO, UPON LENDER'S
WRITTEN REQUEST, PROVIDE AN ANNUAL WRITTEN CERTIFICATION TO LENDER AS TO THE
VALUE OF PERSONAL PROPERTY SOLD IN THE PRIOR YEAR.
(B)
A TRANSFER SHALL INCLUDE, BUT