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2005078'74
<br />specified period under the Note (determined as of the date the calculation of Debt Service Coverage is required or
<br />requested hereunder) and (b) aggregate payments of interest, principal and all other sums due for such specified
<br />period pursuant to the terms of subordinate or mezzanine financing, if any, then affecting the Property or, if Debt
<br />Service Coverage is being calculated in connection with a request for consent to any subordinate financing, then
<br />proposed.
<br />"Debt Service Payment Sub - Account" shall mean the Sub - Account of the Central Account established
<br />pursuant to Section 5.02 hereof and maintained pursuant to Section 5.07 hereof for the purposes of making Debt
<br />Service payments.
<br />"Default" shall mean any Event of Default or event which would constitute an Event of Default if all
<br />requirements in connection therewith for the giving of notice, the lapse of time, and the happening of any further
<br />condition, event or act, had been satisfied.
<br />"Default Rate" shall mean the lesser of (a) the highest rate allowable at law and (b) five percent (5 %) above
<br />the interest rate set forth in the Note.
<br />"Default Rate Interest" shall mean, to the extent the Default Rate becomes applicable, interest in excess of
<br />the interest which would have accrued on (a) the Principal Amount and (b) any accrued but unpaid interest, if the
<br />Default Rate was not applicable.
<br />"Defeasance Deposit" shall mean an amount equal to the total cost incurred or to be incurred in the
<br />purchase on behalf of Borrower of Federal Obligations necessary to meet the Scheduled Defeasance Payments.
<br />"Defeased Note" shall have the meaning set forth in Section 15.01 hereof.
<br />"Development Laws" shall mean all applicable subdivision, zoning, environmental protection, wetlands
<br />protection, or land use laws or ordinances, and any and all applicable rules and regulations of any Governmental
<br />Authority promulgated thereunder or related thereto.
<br />"Eligible Account" shall mean a segregated account which is either (a) an account or accounts maintained
<br />with a federal or state chartered depository institution or trust company the long term unsecured debt obligations of
<br />which are rated by each of the Rating Agencies (or, if not rated by Fitch, Inc. ( "Fitch "), otherwise acceptable to
<br />Fitch, as confirmed in writing that such account would not, in and of itself, result in a downgrade, qualification or
<br />withdrawal of the then current ratings assigned to any certificates issued in connection with a Securitization) in its
<br />highest rating category at all times (or, in the case of the Basic Carrying Costs Sub - Account, the long term
<br />unsecured debt obligations of which are rated at least "AA" (or its equivalent)) by each of the Rating Agencies (or,
<br />if not rated by Fitch, otherwise acceptable to Fitch, as confirmed in writing that such account would not, in and of
<br />itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to any certificates
<br />issued in connection with a Securitization) or, if the funds in such account are to be held in such account for less
<br />than thirty (30) days, the short term obligations of which are rated by each of the Rating Agencies (or, if not rated by
<br />Fitch, otherwise acceptable to Fitch, as confirmed in writing that such account would not, in and of itself, result in a
<br />downgrade, qualification or withdrawal of the then current ratings assigned to any certificates issued in connection
<br />with a Securitization) in its highest rating category at all times or (b) a segregated trust account or accounts
<br />maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity
<br />which, in the case of a state chartered depository institution is subject to regulations substantially similar to 12
<br />C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $100,000,000 and subject to
<br />supervision or examination by federal and state authority, or otherwise acceptable (as evidenced by a written
<br />confirmation from each Rating Agency that such account would not, in and of itself, cause a downgrade,
<br />qualification or withdrawal of the then current ratings assigned to any certificates issued in connection with a
<br />Securitization) to each Raring Agency, which may be an account maintained by Lender or its agents. Eligible
<br />Accounts may bear interest. The title of each Eligible Account shall indicate that the funds held therein are held in
<br />trust for the uses and purposes set forth herein.
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