SELLS
ANY OF THE PREMISES, AND AN INSTITUTION OTHER THAN LENDER IS INVOLVED IN THE
FINANCING OF SUCH SALE, LENDER SHALL DELIVER TO BORROWER OR BORROWER'S DESIGNEE
(X) AN ASSIGNMENT OF THE NOTE, THIS SECURITY INSTRUMENT AND THE OTHER LOAN
DOCUMENTS, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY, TOGETHER WITH THE NOTE
(OR AN AFFIDAVIT OF LOST NOTE) DULY
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ENDORSED BY LENDER TO BORROWER'S DESIGNEE, OR (Y) A SATISFACTION AND RELEASE OF
LIEN IN RESPECT HEREOF, IN RECORDABLE FORM, AS WELL AS ALL APPROPRIATE UCC
TERMINATION STATEMENTS AND THE RELEASE AND TERMINATION OF ALL OTHER SECURITY FOR
THE LOAN.
BORROWER SHALL PAY ALL OF LENDER'S REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THE FOREGOING.
SECTION 18.37.
PRIMARY SERVICER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, IN THE EVENT THAT NOTE A-1 AND
NOTE A-2 ARE HELD BY DIFFERENT PERSONS, BORROWER SHALL BE REQUIRED TO DEAL WITH
ONLY ONE PERSON ACTING ON BEHALF OF ALL PERSONS COMPRISING LENDER (THE "PRIMARY
SERVICER"), WITH RESPECT TO ANY CONSENTS, APPROVALS OR NOTICES REQUIRED OR
PERMITTED FROM, OR TO, LENDER PURSUANT TO THE LOAN DOCUMENTS (IT BEING
UNDERSTOOD THAT THE PRIMARY SERVICER MAY NEED TO CONSULT WITH OTHER PERSONS THAT
HOLD A PORTION OF LENDER'S RIGHTS AND OBLIGATIONS UNDER THE LOAN OR WITH THE
RATING AGENCIES IN CONNECTION WITH ANY SUCH CONSENT, APPROVAL OR NOTICE AND THAT
A SO-CALLED "SPECIAL SERVICER" MAY ACT AS SUCH PRIMARY SERVICER).
LENDER MAY
REPLACE SUCH PRIMARY SERVICER WITH ANOTHER PRIMARY SERVICER AT ANY TIME IN
LENDER'S SOLE DISCRETION.
AS OF THE DATE HEREOF, WACHOVIA BANK, NATIONAL
ASSOCIATION IS HEREBY DESIGNATED AS THE PRIMARY SERVICER AND UNLESS AND UNTIL
BORROWER IS NOTIFIED BY WACHOVIA BANK, NATIONAL ASSOCIATION OF A NEW PRIMARY
SERVICER, BORROWER SHALL BE PERMITTED TO RELY CONCLUSIVELY AND IRREVOCABLY ON
SUCH DESIGNATION.
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IN WITNESS WHEREOF, BORROWER AND LENDER HAVE DULY EXECUTED THIS SECURITY
INSTRUMENT THE DAY AND YEAR FIRST ABOVE WRITTEN.
Borrower's Organizational Identification
HENRY HUDSON HOLDINGS LLC,
Number:
13-4035148
Borrower
By:
/s/ Marc S. Gordon
Name: Marc S. Gordon
Title: Authorized Signatory
WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association
By:
Name:
Title:
The undersigned SPE Pledgors hereby agree and consent to the terms hereof.
HUDSON PLEDGOR LLC, a Delaware limited
liability company, SPE Pledgor
By:
/s/ Marc S. Gordon
Name: Marc S. Gordon
Title: Authorized Signatory
58th STREET BAR COMPANY LLC, a Delaware
limited liability company, SPE Pledgor
By:
/s/ Marc S. Gordon
S. Gordon
Title: Authorized Signatory
127
HUDSON MANAGING MEMBER LLC,
a Delaware limited liability company, SPE Pledgor
By:
/s/ Marc S. Gordon
Name: Marc S. Gordon
Title: Authorized Signatory
128