WITH RESPECT TO TAX LIABILITIES IMPOSED AS A RESULT OF SUCH
FAILURE.
(G)
BORROWER MAY, WITHOUT REDUCTION, WITHHOLD ANY TAX LIABILITIES
REQUIRED TO BE DEDUCTED AND WITHHELD FROM ANY PAYMENT UNDER ANY OF THE LOAN
DOCUMENTS WITH RESPECT TO WHICH BORROWER IS NOT REQUIRED TO PAY ADDITIONAL
AMOUNTS UNDER THIS SECTION 2.10.
(H)
UPON BORROWER'S REQUEST, IF THE LENDER IS A "UNITED STATES PERSON"
WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE, LENDER SHALL, IF AND TO
THE EXTENT REQUIRED BY LAW, EXECUTE AND DELIVER TO BORROWER AN IRS FORM W-9.
32
Section 2.11.
Release of Collateral.
(A)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, UPON THE OCCURRENCE OF A CAPITAL EVENT WITH RESPECT TO THE
MORTGAGED PROPERTY AS DESCRIBED IN SECTION 2.7 HEREOF, LENDER SHALL,
SIMULTANEOUSLY WITH SUCH CAPITAL EVENT RELEASE OF RECORD THE LIEN OF THE
MORTGAGES AND UCC-1 FINANCING STATEMENTS AND ANY OTHER LIENS IN FAVOR OF LENDER
RELATING TO THE MORTGAGED PROPERTY OR THE PORTION THEREOF AFFECTED BY SUCH
CAPITAL EVENT; PROVIDED, HOWEVER, THAT (I) LENDER SHALL NOT BE REQUIRED TO
RELEASE ITS LIEN UNLESS ANY PROCEEDS OF SUCH CAPITAL EVENT ARE PAID TO LENDER IN
FULL SATISFACTION OF THE INDEBTEDNESS (INCLUDING ANY PREPAYMENT FEES, EXIT FEES
AND OTHER AMOUNTS DUE LENDER) OR TO THE COLLECTION ACCOUNT AS REQUIRED HEREUNDER
AND (II) WITH RESPECT TO A CAPITAL EVENT CONSUMMATED IN ACCORDANCE WITH THIS
AGREEMENT WHICH DOES NOT RESULT IN A FULL SATISFACTION OF THE INDEBTEDNESS, IF
THE RELATED MORTGAGED PROPERTY IS LOCATED IN A STATE THAT IMPOSES MORTGAGE
RECORDING TAXES, THEN LENDER SHALL, IN LIEU OF SUCH RELEASE, TO THE EXTENT
NECESSARY TO FACILITATE FUTURE SAVINGS OF MORTGAGE TAX, ASSIGN AT BORROWER'S
EXPENSE, SUCH LIENS TO THE NEW LENDER(S), PROVIDED THAT ANY SUCH ASSIGNMENTS
SHALL BE WITHOUT RECOURSE, REPRESENTATION, OR WARRANTY OF ANY KIND, EXCEPT THAT
LENDER SHALL REPRESENT AND WARRANT (1) THE THEN OUTSTANDING AMOUNT OF THE
PRINCIPAL INDEBTEDNESS AND (2) THAT SUCH LIENS HAVE NOT BEEN PREVIOUSLY ASSIGNED
BY LENDER.
(B)
IN THE EVENT BORROWER SATISFIES THE OUTSTANDING INDEBTEDNESS IN
FULL, LENDER SHALL WITHDRAW AND HOLD UNINVESTED FOR BORROWER IN AN ELIGIBLE
ACCOUNT AT A FINANCIAL INSTITUTION SELECTED BY LENDER FROM THE BUSINESS DAY
IMMEDIATELY PRECEDING THE DATE UPON WHICH THE RELEASE OF FUNDS IS TO BE MADE TO
BORROWER AND RELEASE ON THE DATE ON WHICH THE OUTSTANDING INDEBTEDNESS IS REPAID
IN FULL ANY AND ALL AMOUNTS THEN ON DEPOSIT IN THE RESERVE ACCOUNTS AND/OR THE
COLLECTION ACCOUNT TO BORROWER.
UPON REPAYMENT OF THE LOAN AND ALL OTHER
AMOUNTS DUE HEREUNDER AND UNDER THE LOAN DOCUMENTS IN FULL IN ACCORDANCE WITH
THE TERMS HEREOF AND THEREOF, LENDER SHALL, PROMPTLY AFTER SUCH PAYMENT, RELEASE
OR CAUSE TO BE RELEASED ALL LIENS WITH RESPECT TO ALL COLLATERAL (INCLUDING,
WITHOUT LIMITATION, TERMINATING THE TENANT DIRECTION LETTERS DELIVERED PURSUANT
TO SECTION 2.12(A)) OR, TO THE EXTENT NECESSARY TO FACILITATE FUTURE SAVINGS OF
MORTGAGE TAX IN STATES THAT IMPOSE MORTGAGE TAXES, ASSIGN AT BORROWER'S EXPENSE,
SUCH LIENS TO BORROWER'S NEW LENDER(S),