THAN THE DEBT SERVICE COVERAGE RATIO (FOR THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE SUBSTITUTION) FOR THE RELATED SUBSTITUTED PROPERTY,
PROVIDED, HOWEVER, IF THE REPLACEMENT PROPERTY HAS LESS THAN TWELVE MONTH'S
OPERATING HISTORY, FOR PURPOSES OF THIS DETERMINATION, DEBT SERVICE COVERAGE
RATIO SHALL BE CALCULATED BY LENDER ACTING IN ITS REASONABLE DISCRETION USING
ANNUALIZED ACTUAL INCOME AND BUDGETED ANNUAL OPERATING EXPENSES SET FORTH ON A
BUDGET APPROVED BY LENDER PURSUANT TO THE TERMS HEREOF.
(VI)
LENDER SHALL HAVE RECEIVED A CERTIFIED COPY OF A FRANCHISE
AGREEMENT FOR THE REPLACEMENT PROPERTY WITH A QUALIFIED FRANCHISOR THAT IS
EITHER (I) SUBSTANTIALLY THE SAME IN FORM AND SUBSTANCE AS THE FRANCHISE
AGREEMENT OR REPLACEMENT FRANCHISE AGREEMENT, AS APPLICABLE, IN EFFECT FOR THE
SUBSTITUTED PROPERTY OR (II) ACCEPTABLE TO LENDER IN ITS REASONABLE DISCRETION,
TOGETHER WITH A COMFORT LETTER AMONG BORROWER, OPERATING LESSEE, THE QUALIFIED
FRANCHISOR AND LENDER EITHER (A) IN FORM AND SUBSTANCE SUBSTANTIALLY THE SAME AS
THE COUNTERPART OF SUCH DOCUMENT EXECUTED AND DELIVERED WITH RESPECT TO THE
RELATED SUBSTITUTED PROPERTY OR (B) IN FORM AND SUBSTANCE ACCEPTABLE TO LENDER
IN ITS REASONABLE DISCRETION.
(VII)
LENDER SHALL HAVE RECEIVED CONFIRMATION IN WRITING FROM THE
RATING AGENCIES TO THE EFFECT THAT SUCH SUBSTITUTION WILL NOT RESULT IN A
WITHDRAWAL, QUALIFICATION OR DOWNGRADE OF THE RESPECTIVE RATINGS IN EFFECT
IMMEDIATELY PRIOR TO SUCH SUBSTITUTION FOR ANY CLASS OF SECURITIES ISSUED IN
CONNECTION WITH THE SECURITIZATION THAT ARE THEN OUTSTANDING.
(VIII)
NO EVENT OF DEFAULT SHALL THEN EXIST.
LENDER SHALL HAVE
RECEIVED A CERTIFICATE FROM EACH BORROWER CONFIRMING THE FOREGOING, STATING THAT
THE REPRESENTATIONS AND WARRANTIES OF BORROWER CONTAINED IN THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS
OF THE DATE OF THE SUBSTITUTION WITH RESPECT TO EACH BORROWER, THE SUBSTITUTED
PROPERTY AND THE REPLACEMENT PROPERTY, SUCH CERTIFICATE TO BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER AND THE RATING AGENCIES.
(IX)
THE APPLICABLE BORROWER(S) SHALL HAVE EXECUTED, ACKNOWLEDGED
AND DELIVERED TO LENDER (A) A MORTGAGE AND AN ASSIGNMENT OF LEASES WITH RESPECT
TO THE REPLACEMENT PROPERTY, TOGETHER WITH A LETTER FROM SUCH BORROWER
COUNTERSIGNED BY A TITLE INSURANCE COMPANY ACKNOWLEDGING RECEIPT OF SUCH
MORTGAGE, AND ASSIGNMENT OF LEASES AND AGREEING TO RECORD IN THE REAL ESTATE
RECORDS FOR THE COUNTY IN WHICH THE REPLACEMENT PROPERTY IS LOCATED AND TO FILE
ANY UCC FINANCING STATEMENTS IN THE PUBLIC RECORDS OF THE JURISDICTIONS IN WHICH
LENDER SHALL REQUIRE SUCH UCC FINANCING STATEMENTS TO BE FILED, SO AS TO
EFFECTIVELY CREATE UPON SUCH RECORDING AND FILING VALID AND ENFORCEABLE FIRST
PRIORITY LIENS UPON THE REPLACEMENT PROPERTY, IN FAVOR OF LENDER (OR SUCH OTHER
TRUSTEE AS MAY BE REQUIRED UNDER LOCAL LAW), SUBJECT ONLY TO THE PERMITTED
ENCUMBRANCES AND SUCH OTHER LIENS AS ARE PERMITTED PURSUANT TO THE LOAN
DOCUMENTS AND (B) AND AN ENVIRONMENTAL INDEMNITY WITH RESPECT TO THE REPLACEMENT
PROPERTY.
THE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, UCC FINANCING
STATEMENTS SHALL BE THE SAME IN FORM AND SUBSTANCE AS THE COUNTERPARTS OF SUCH
DOCUMENTS