PRINCIPAL
BALANCE OF THE LOAN IN CONNECTION WITH LENDER'S DETERMINATION OF THE DEBT
SERVICE COVERAGE RATIO FROM AND AFTER THE DATE OF SUCH PLEDGE, THROUGH THE DATE
ON WHICH SUCH ADDITIONAL COLLATERAL IS NO LONGER AVAILABLE AND/OR ANY SUCH
LETTER OF CREDIT NO LONGER MEETS THE DEFINITIONAL REQUIREMENTS FOR A LETTER OF
CREDIT AS SET FORTH IN ARTICLE 1 HEREOF, OR (2) PREPAYING SO MUCH OF THE LOAN AS
IS NECESSARY TO MEET THE ABOVE-STATED DEBT SERVICE COVERAGE RATIO TEST, PROVIDED
THAT ANY SUCH PREPAYMENT SHALL BE ACCOMPANIED BY ANY AMOUNTS DUE UNDER
SECTION 2.4(E) HEREOF IN CONNECTION WITH THE PREPAYMENT OF SUCH ADDITIONAL
AMOUNTS;
(E)
IN CONNECTION WITH CLAUSE (D) ABOVE, BORROWER SHALL HAVE DELIVERED
TO LENDER AND THE RATING AGENCIES (1) STATEMENTS OF NET OPERATING INCOME AND
DEBT SERVICE AND MEZZANINE DEBT SERVICE (IN BOTH CASES ASSUMING A MORTGAGE
CONSTANT EQUAL TO TEN AND ONE-QUARTER PERCENT (10.25%)) (BOTH ON A CONSOLIDATED
BASIS AND A SEPARATE BASIS WITH RESPECT TO THE RELEASE PROPERTY) FOR THE
APPLICABLE MEASURING PERIOD AND (2) BASED ON THE FOREGOING STATEMENTS OF NET
OPERATING INCOME AND DEBT SERVICE AND MEZZANINE DEBT SERVICE, CALCULATIONS OF
THE DEBT SERVICE COVERAGE RATIO BOTH WITH AND WITHOUT GIVING EFFECT TO THE
PROPOSED RELEASE, AND (3) CALCULATIONS OF THE RATIOS REFERRED TO IN CLAUSE (D)
ABOVE, ACCOMPANIED BY AN OFFICER'S CERTIFICATE STATING THAT SUCH STATEMENTS,
CALCULATIONS AND INFORMATION ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS;
(F)
BORROWER SHALL DELIVER TO LENDER WRITTEN CONFIRMATION FROM EACH OF
THE APPLICABLE RATING AGENCIES THAT THE PROPOSED RELEASE WILL NOT RESULT IN THE
QUALIFICATION, WITHDRAWAL OR DOWNGRADE OF ANY RATING OF ANY OF THE SECURITIES;
(G)
BORROWER SHALL HAVE DELIVERED TO LENDER WRITTEN CONFIRMATION THAT
RATE CAP IN THE AGGREGATE NOTIONAL AMOUNT OF NO LESS THAN THE PRINCIPAL BALANCE
OF THE LOAN AS PREPAID SHALL REMAIN IN FULL FORCE AND EFFECT AFTER THE PROPOSED
RELEASE;
(H)
BORROWER SHALL EXECUTE (A) AMENDMENTS TO THE LOAN DOCUMENTS TO THE
EXTENT NECESSARY (AS DETERMINED BY AND REASONABLY ACCEPTABLE
33
TO LENDER) AND SHALL AGREE TO CORRESPONDING ADJUSTMENTS OF THE RESERVES AND
ESCROW ACCOUNTS WITH RESPECT TO THE REMAINING PROPERTIES AS LENDER SHALL
REASONABLY DETERMINE AND (B) AMENDMENTS TO THE OPERATING LEASE OR ANY OTHER
DOCUMENT RELATED TO THE RELEASE PROPERTY TO THE EXTENT NECESSARY (AS DETERMINED
BY AND REASONABLY ACCEPTABLE TO LENDER) TO ENSURE THAT (I) SUCH OPERATING LEASE
OR OTHER DOCUMENT SHALL NOT CONTINUE TO GOVERN OR RELATE TO THE RELEASE PROPERTY
AND ANY OTHER PROPERTY WHICH SHALL ACT AS COLLATERAL FOR THE LOAN FROM AND AFTER
THE DATE OF THE RELEASE AND (II) THE AFFILIATED LESSEE WILL NOT BE THE TENANT OF
SUCH RELEASE PROPERTY FOLLOWING THE RELEASE OF SUCH RELEASE PROPERTY FROM THE
LIEN OF THE RELATED MORTGAGE;
(I)
BORROWER SHALL DELIVER TO LENDER SUCH OTHER DOCUMENTS,
INSTRUMENTS, OPINIONS AND CERTIFICATES AS LENDER MAY REASONABLY REQUEST;
(J)
BORROWER SHALL PAY ALL OUT-OF-POCKET COSTS AND EXPENSES OF LENDER
INCURRED IN CONNECTION WITH THE PROPOSED RELEASE, INCLUDING LENDER'S REASONABLE
ATTORNEYS' FEES AND EXPENSES;