10 (Closing Conditions) and 11 (Conditions to All
Borrowings) of the Existing Credit Agreement are hereby deleted, as being no
longer applicable.
(j)
Article 12 (Events of Default; Acceleration; Etc.) of the
Existing Credit Agreement is hereby deleted and deemed to refer instead to the
Events of Default and remedies described in this Amendment.
(k)
Articles 15 (Expenses) is hereby deleted and deemed to refer
instead to Expenses described in this Agreement and Article 16 (Indemnification)
is hereby deleted and deemed to refer instead to the Indemnification set forth
in Section 10 of this Amendment.
(l)
Article 17 (Survival of Covenants, Etc.) is hereby deleted, as no
longer applicable.
4.
DEDICATED CDO SECURITIES CASH FLOWS.
(A)
DIRECTION OF DEDICATED CDO SECURITIES CASH FLOW.
EACH OWNER OF
DEDICATED CDO SECURITIES HEREBY IRREVOCABLY DIRECTS TO THE AGENT THE SOLE AND
EXCLUSIVE RIGHT TO RECEIVE THE DEDICATED CDO SECURITIES CASH FLOWS UNTIL SUCH
TIME AS THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL.
(B)
INSTRUCTION LETTERS.
EACH OWNER OF THE DEDICATED CDO SECURITIES
SHALL, UPON ESTABLISHMENT OF THE CUSTODIAL ACCOUNT AS SET FORTH HEREIN AND FROM
TIME TO TIME, EXECUTE AND DELIVER INSTRUCTION LETTERS, AS APPLICABLE, FOR ITS
DEDICATED CDO SECURITIES AND SHALL CAUSE THE TRUSTEE OF THE DEDICATED CDO
SECURITIES TO DULY FOLLOW THE PROVISIONS SET FORTH THEREIN WITH RESPECT TO THE
DEDICATED CDO SECURITIES CASH FLOWS.
IN ADDITION, THE OWNERS OF THE CDO
SECURITIES SHALL GRANT THE AGENT A LIMITED POWER OF ATTORNEY IN A FORM
REASONABLY ACCEPTABLE TO THE AGENT WITH RESPECT TO THE DIRECTION OF THE
DEDICATED CDO SECURITIES CASH FLOW TO A CUSTODIAL ACCOUNT ON TERMS REASONABLY
ACCEPTABLE TO THE AGENT FROM WHICH THE DEDICATED CDO SECURITIES CASH FLOW SHALL
BE DELIVERED BY THE CUSTODIAN TO THE AGENT UNTIL SUCH TIME AS THE OBLIGATIONS
HAVE BEEN PAID IN FULL OR THE PARTIES SHALL AGREE OTHERWISE.
THE OWNERS OF THE
DEDICATED CDO SECURITIES SHALL USE BEST COMMERCIALLY REASONABLE EFFORTS TO
FINALIZE THE POWER OF ATTORNEY AND ESTABLISH THE CUSTODIAL ACCOUNT AND EXECUTE
AND DELIVER A CUSTODIAL AGREEMENT WITH RESPECT TO THE CUSTODIAL ACCOUNT IN A
FORM REASONABLY ACCEPTABLE TO THE AGENT AS SOON AS PRACTICABLE BUT WITHIN FIVE
(5) BUSINESS DAYS OF THE EFFECTIVE DATE.
(C)
TURNOVER OF DEDICATED CDO CASH FLOWS.
IN THE EVENT THAT ANY OF
THE BORROWER OR THE OWNERS OF DEDICATED CDO SECURITIES RECEIVES ANY DEDICATED
CDO SECURITIES CASH FLOW PAYMENTS, SUCH PAYMENTS SHALL BE HELD IN TRUST FOR THE
BENEFIT OF THE AGENT AND THE
6
BANKS AND IMMEDIATELY TURNED OVER TO THE AGENT FOR APPLICATION IN ACCORDANCE
WITH THIS AMENDMENT.
5.
RELEASE OF OBLIGORS AND CERTAIN OTHER
PARTIES.
EACH OF THE AGENT AND THE BANKS HEREBY FOREVER RELEASE AND DISCHARGE
THE BORROWER, THE GUARANTORS, THE MANAGER AND SL GREEN, THEIR RESPECTIVE
PARENTS, SUBSIDIARIES AND ALL OTHER ENTITIES AFFILIATED WITH THE BORROWER, THE
GUARANTORS, THE MANAGER AND SL GREEN, AS APPLICABLE, AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS AND REPRESENTATIVES, AND THE
RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF EACH OF