A SECURITIZATION HAS OCCURRED, IF REQUIRED BY A RATING AGENCY,
BORROWER SHALL BE REQUIRED TO PROVIDE LENDER WITH A LEGAL OPINION (STANDARD IN
COMMERCIAL LENDING TRANSACTIONS SIMILAR TO THE LOAN AND SUBJECT TO CUSTOMARY
QUALIFICATIONS, ASSUMPTIONS AND EXCEPTIONS) THAT THE TAX QUALIFICATION AND
STATUS OF THE REMIC WILL NOT BE ADVERSELY AFFECTED OR IMPAIRED AS A RESULT OF
THE RELEASE IF EACH OF THE REQUIREMENTS OF THIS SECTION 2.4.1 HAVE BEEN
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SATISFIED.
THE TERM REMIC, AS USED HEREIN, SHALL MEAN A REAL ESTATE MORTGAGE
INVESTMENT CONDUIT WITHIN THE MEANING OF SECTION 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND THE RELATED TREASURY DEPARTMENT REGULATIONS,
INCLUDING TEMPORARY REGULATIONS; AND
(O)
ALL OF THE PROVISIONS OF SECTION 2.4.1 OF THE MEZZANINE LOAN
AGREEMENT HAVE BEEN SATISFIED.
2.4.2
RELEASE ON PAYMENT IN FULL.
LENDER SHALL, UPON THE WRITTEN REQUEST
AND AT THE EXPENSE OF BORROWER, UPON PAYMENT IN FULL OF THE DEBT IN ACCORDANCE
HEREWITH, RELEASE OR, IF REQUESTED BY BORROWER, ASSIGN TO BORROWER'S DESIGNEE
(WITHOUT ANY REPRESENTATION OR WARRANTY BY AND WITHOUT ANY RECOURSE AGAINST
LENDER WHATSOEVER), THE LIEN OF THE LOAN DOCUMENTS IF NOT THERETOFORE RELEASED,
AND REMIT ANY REMAINING RESERVE FUNDS HELD HEREUNDER TO MEZZANINE LENDER, IF THE
MEZZANINE LOAN IS STILL OUTSTANDING OR BORROWER, IF THE MEZZANINE LOAN HAS BEEN
PAID IN FULL.
2.5
PAYMENTS AND COMPUTATIONS.
2.5.1
MAKING OF PAYMENTS.
EACH PAYMENT BY BORROWER SHALL BE MADE IN FUNDS
SETTLED THROUGH THE NEW YORK CLEARING HOUSE INTERBANK PAYMENTS SYSTEM OR OTHER
FUNDS IMMEDIATELY AVAILABLE TO LENDER BY 11:00 A.M., NEW YORK CITY TIME, ON THE
DATE SUCH PAYMENT IS DUE, TO LENDER BY DEPOSIT TO SUCH ACCOUNT AS LENDER MAY
DESIGNATE BY WRITTEN NOTICE TO BORROWER.
WHENEVER ANY SUCH PAYMENT SHALL BE
STATED TO BE DUE ON A DAY THAT IS NOT A BUSINESS DAY, SUCH PAYMENT SHALL BE MADE
ON THE FIRST BUSINESS DAY THEREAFTER.
ALL SUCH PAYMENTS SHALL BE MADE
IRRESPECTIVE OF, AND WITHOUT ANY DEDUCTION, SET-OFF OR COUNTERCLAIM WHATSOEVER
AND ARE PAYABLE WITHOUT RELIEF FROM VALUATION AND APPRAISEMENT LAWS AND WITH ALL
COSTS AND CHARGES INCURRED IN THE COLLECTION OR ENFORCEMENT THEREOF, INCLUDING
ATTORNEYS' FEES AND COURT COSTS.
2.5.2
COMPUTATIONS.
INTEREST PAYABLE UNDER THE LOAN DOCUMENTS SHALL BE
COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED OVER A 360-DAY YEAR.
2.5.3
LATE PAYMENT CHARGE.
IF ANY REGULARLY SCHEDULED PAYMENT OF
PRINCIPAL, INTEREST OR OTHER MONTHLY PAYMENT OR RESERVE OR ESCROW DEPOSIT DUE
UNDER ANY LOAN DOCUMENT IS NOT PAID BY BORROWER ON THE DATE ON WHICH IT IS DUE,
BORROWER SHALL PAY TO LENDER UPON DEMAND AN AMOUNT EQUAL TO THE LESSER OF FIVE
PERCENT (5%) OF SUCH UNPAID SUM OR THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE
LAW (THE "LATE PAYMENT CHARGE"), IN ORDER TO DEFRAY THE EXPENSE INCURRED BY
LENDER IN HANDLING AND PROCESSING SUCH DELINQUENT PAYMENT AND TO COMPENSATE
LENDER FOR THE LOSS OF THE USE OF SUCH DELINQUENT PAYMENT.
SUCH AMOUNT SHALL BE
SECURED BY THE LOAN DOCUMENTS.
WITH RESPECT TO THE FOREGOING FIVE