OR
(R)
REIT.
PARENT FAILS (I) TO QUALIFY AS A
REIT (WITHOUT GIVING ANY EFFECT TO ANY CURE OR CORRECTIVE PERIODS OR
ALLOWANCES), OR (II) TO CONTINUE TO BE ENTITLED TO A DIVIDEND PAID DEDUCTION
UNDER SECTION 857 OF THE CODE WITH RESPECT TO DIVIDENDS PAID BY IT WITH RESPECT
TO EACH TAXABLE YEAR FOR WHICH IT CLAIMS A DEDUCTION ON ITS FORM 1120- REIT
FILED WITH THE UNITED STATES INTERNAL REVENUE SERVICE FOR SUCH YEAR, OR THE
ENTERING INTO BY PARENT OF "PROHIBITED TRANSACTIONS" AS DEFINED IN SECTIONS
857(B)(6)(B)(III) OF THE CODE (TAKING INTO ACCOUNT SECTIONS 857(B)(6)(C),
857(B)(6)(D) AND 857(B)(6)(E) OF THE CODE) OR (III) TO SATISFY ANY OF THE INCOME
OR ASSET TESTS REQUIRED TO BE SATISFIED BY A REIT; OR
(S)
DOWNGRADE.
PARENT IS SUBJECT TO A RATINGS
DOWNGRADE BY ANY RATING AGENCY OR CEASES TO BE A PUBLICLY TRADED COMPANY LISTED,
QUOTED OR TRADED ON OR IN GOOD STANDING IN RESPECT OF ANY STOCK EXCHANGE; OR
(T)
COMMITMENT.
THE AGGREGATE PRINCIPAL
AMOUNT OF ALL REVOLVING LOANS OUTSTANDING ON ANY DAY EXCEEDS THE REVOLVING
COMMITMENT; OR
(U)
SERVICER DEFAULT.
A SERVICER DEFAULT OCCURS
AND IS CONTINUING; OR
(V)
INCOME.
ANY CREDIT PARTY'S, ANY SUBSIDIARY
OR AFFILIATE THEREOF, ANY SERVICER'S OR ANY PSA SERVICER'S FAILURE TO DEPOSIT TO
THE COLLECTION ACCOUNT ALL INCOME AND OTHER CASH COLLATERAL AS REQUIRED BY THIS
AGREEMENT OR THE FAILURE OF THE BORROWERS TO DEPOSIT OR CREDIT TO THE SECURITIES
ACCOUNT ANY UNCERTIFICATED GKK CRE CDO SECURITIES AND RELATED COLLATERAL
REQUIRED TO BE DEPOSITED OR CREDITED TO SUCH ACCOUNT; OR
(W)
CONSENT.
ANY CREDIT PARTY ENGAGES IN ANY
CONDUCT OR ACTION WHERE THE ADMINISTRATIVE AGENT'S AND/OR ANY LENDER'S PRIOR
WRITTEN CONSENT IS REQUIRED BY THE TERMS OF THIS AGREEMENT OR THE OTHER CREDIT
DOCUMENTS AND ANY CREDIT PARTY FAILS TO OBTAIN SUCH CONSENT, IF SUCH FAILURE TO
COMPLY SHALL CONTINUE UNREMEDIED FOR A PERIOD OF TEN (10) BUSINESS DAYS AFTER
ACTUAL KNOWLEDGE BY ANY CREDIT PARTY OR RECEIPT OF WRITTEN NOTICE THEREOF FROM
THE ADMINISTRATIVE AGENT; OR
(X)
MERGER.
UNLESS WAIVED BY THE
ADMINISTRATIVE AGENT, TO THE EXTENT MERGER OR CONSOLIDATION IS PERMITTED UNDER
THE CREDIT DOCUMENTS, ANY CREDIT PARTY SHALL MERGE OR CONSOLIDATE INTO ANY
ENTITY AND SUCH ENTITY IS, IN THE ADMINISTRATIVE AGENT'S DETERMINATION IN ITS
DISCRETION, MATERIALLY WEAKER IN ITS FINANCIAL CONDITION (IN THE AGGREGATE) THAN
SUCH PERSON PRE-MERGER OR CONSOLIDATION; OR
(Y)
LIENS.
ANY CREDIT PARTY SHALL GRANT, OR
SUFFER TO EXIST, ANY LIEN ON ANY MORTGAGE ASSET (EXCEPT ANY LIEN IN FAVOR OF THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS); OR THE MORTGAGE ASSETS
SHALL NOT HAVE BEEN PLEDGED TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
LENDERS, OR THE LIENS CONTEMPLATED HEREBY SHALL CEASE OR FAIL TO BE FIRST
PRIORITY PERFECTED LIENS ON ANY MORTGAGE ASSET IN FAVOR OF THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE LENDERS (OTHER THAN BY RESULT OF ANY ACTION OR
INACTION BY THE ADMINISTRATIVE AGENT) OR SHALL BE LIENS IN FAVOR OF ANY PERSON
OTHER THAN THE ADMINISTRATIVE