OR A TRANSFER TO AN AFFILIATE OF BORROWER OR IN
CONNECTION WITH A REFINANCING OF SUCH PROPERTY OR THE TOTAL LOSS OF SUCH
PROPERTY DUE TO CASUALTY, AND (2) EACH CAPITAL EVENT SHALL BE CONSUMMATED IN
ACCORDANCE WITH THE FOLLOWING PROCEDURE:
(A)
BORROWER SHALL HAVE GIVEN THE LENDER AT LEAST FIFTEEN (15) BUSINESS
DAYS' PRIOR WRITTEN NOTICE OF THE CAPITAL EVENT, THE IDENTITY OF THE PURCHASER
OR TRANSFEREE AND THE ANTICIPATED CAPITAL EVENT PROCEEDS; AND
(B)
BORROWER SHALL PAY TO LENDER THE APPLICABLE RELEASE PRICE AND MAKE
OR CAUSE TO BE MADE THE DEPOSITS TO THE COLLECTION ACCOUNT REFERRED TO IN
SECTION 2.12(A)(III); AND
(C)
BORROWER SHALL ALSO PAY TO LENDER ALL AMOUNTS SET FORTH IN
SECTION 2.6(A) AS IF THE CAPITAL EVENT WERE A VOLUNTARY PREPAYMENT IN AN AMOUNT
EQUAL TO THE RELEASE PRICE, AS APPLICABLE; AND
(D)
THE AMOUNTS IN CLAUSES (B) AND (C) ABOVE SHALL BE APPLIED AS IF
SAME WERE A VOLUNTARY PREPAYMENT IN ACCORDANCE WITH SECTION 2.6(A) IN AN AMOUNT
EQUAL TO THE RELEASE PRICE, AS APPLICABLE; AND
(E)
THE DEBT SERVICE COVERAGE TEST FOR THE REMAINDER OF THE MORTGAGED
PROPERTIES IS SATISFIED (WHICH TEST MAY BE SATISFIED BY PREPAYING IN ACCORDANCE
WITH SECTION 2.6 IN AN AMOUNT NECESSARY TO SATISFY THE DEBT SERVICE COVERAGE
TEST); AND
37
(F)
BORROWER SHALL PAY FOR THE COSTS OF PREPARING AND RECORDING
RELEASES, UCC-3 RELEASES, AND ANY LOAN MODIFICATION DOCUMENTS, EASEMENTS,
DECLARATIONS, AND/OR RESTRICTIVE COVENANTS REQUIRED BY LENDER, LENDER'S
REASONABLE ATTORNEYS' FEES AND COSTS, ALL SURVEY CHARGES AND COSTS, ALL TITLE
PREMIUMS AND COSTS, DOCUMENTARY STAMPS INCURRED IN CONNECTION WITH THE RELEASE
OF THE RELATED MORTGAGED PROPERTY IN ACCORDANCE WITH THE REQUIREMENTS CONTAINED
HEREIN, AND ALL OTHER REASONABLE OUT-OF-POCKET COSTS, FEES, AND EXPENSES
INCURRED BY LENDER IN CONNECTION WITH THE CAPITAL EVENT (INCLUDING ATTORNEYS'
FEES); AND
(G)
INTENTIONALLY OMITTED; AND
(H)
IF A SECURITIZATION HAS OCCURRED, BORROWER SHALL DELIVER TO LENDER
AN OPINION OF COUNSEL FOR BORROWER THAT IS CUSTOMARY IN COMMERCIAL LENDING
TRANSACTIONS AND SUBJECT ONLY TO NORMAL QUALIFICATIONS, ASSUMPTIONS AND
EXCEPTIONS OPINING, AMONG OTHER THINGS, THAT THE REMIC TRUST FORMED PURSUANT TO
ANY SECURITIZATION WILL NOT FAIL TO MAINTAIN ITS STATUS AS A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" WITHIN THE MEANING OF SECTION 860D OF THE CODE AS A
RESULT OF THE CAPITAL EVENT.
(D)
UPON PAYMENT OR PREPAYMENT OF THE LOAN IN FULL, BORROWER SHALL PAY
TO LENDER, IN ADDITION TO THE AMOUNTS SPECIFIED IN SECTION 2.6, SECTION 2.7 AND
SECTION 2.12, AS APPLICABLE, ALL OTHER AMOUNTS THEN DUE AND PAYABLE TO LENDER
PURSUANT TO THE LOAN DOCUMENTS.
(E)
BORROWER SHALL HAVE THE RIGHT TO (I) PREPAY THE LOAN WITHOUT A
RELEASE OF COLLATERAL PURSUANT TO AND IN ACCORDANCE WITH SECTION 2.6,
(II) PREPAY THE LOAN IN CONNECTION WITH THE RELEASE OF A MORTGAGED PROPERTY
PURSUANT TO AND IN ACCORDANCE WITH SECTIONS 2.7 AND 2.11 AND (III) DEFEASE THE
LOAN PURSUANT TO AND IN ACCORDANCE WITH SECTION 2.18.
SECTION 2.8.
APPLICATION OF PAYMENTS AFTER EVENT OF DEFAULT.
NOTWITHSTANDING ANYTHING IN ANY LOAN DOCUMENT TO