AS DESCRIBED IN SECTION 18.34(B) (COLLECTIVELY, THE
"MEZZANINE BORROWER").
THE MEZZANINE BORROWER WILL CONTRIBUTE THE AMOUNT OF THE
MEZZANINE LOAN(S) TO BORROWER (IN ITS CAPACITY AS BORROWER UNDER THE MORTGAGE
LOAN, "MORTGAGE BORROWER") AND THE MORTGAGE BORROWER WILL APPLY THE CONTRIBUTION
TO PAY DOWN THE LOAN TO THE MORTGAGE LOAN AMOUNT.
THE MORTGAGE LOAN AND THE
MEZZANINE LOAN(S) WILL BE ON THE SAME TERMS AND SUBJECT TO THE SAME CONDITIONS
SET FORTH IN THE LOAN DOCUMENTS EXCEPT AS FOLLOWS.
THE MEZZANINE LOAN(S) SHALL
BE MADE PURSUANT TO LENDER'S STANDARD MEZZANINE LOAN DOCUMENTS.
(A)
LENDER SHALL HAVE THE RIGHT TO ESTABLISH DIFFERENT INTEREST RATES
AND DEBT SERVICE PAYMENTS FOR THE MORTGAGE LOAN AND THE MEZZANINE LOAN(S) AND TO
REQUIRE THE PAYMENT OF THE MORTGAGE LOAN AND THE MEZZANINE LOAN(S) IN SUCH ORDER
OF PRIORITY AS MAY BE DESIGNATED BY LENDER; PROVIDED, THAT (I) THE TOTAL LOAN
AMOUNTS FOR THE MORTGAGE LOAN AND THE MEZZANINE LOAN(S) SHALL EQUAL THE AMOUNT
OF THE LOAN IMMEDIATELY PRIOR TO THE CREATION OF THE MORTGAGE LOAN AND THE
MEZZANINE LOAN(S), (II) THE WEIGHTED AVERAGE INTEREST RATE OF THE MORTGAGE LOAN
AND THE MEZZANINE LOAN(S) SHALL ON THE DATE CREATED EQUAL THE INTEREST RATE
WHICH WAS APPLICABLE TO THE LOAN IMMEDIATELY PRIOR TO CREATION OF THE MORTGAGE
LOAN AND MEZZANINE LOAN(S) AND (III) THE DEBT SERVICE PAYMENTS ON THE MORTGAGE
LOAN NOTE AND THE MEZZANINE LOAN NOTE(S) SHALL ON THE DATE CREATED EQUAL THE
DEBT SERVICE PAYMENT WHICH WAS DUE UNDER THE LOAN IMMEDIATELY PRIOR TO CREATION
OF A MORTGAGE LOAN AND A MEZZANINE LOAN(S).
(B)
THE MEZZANINE BORROWER SHALL BE A SPECIAL PURPOSE, BANKRUPTCY
REMOTE ENTITY PURSUANT TO APPLICABLE RATING AGENCY CRITERIA AND SHALL OWN
DIRECTLY OR INDIRECTLY ONE HUNDRED PERCENT (100%) OF THE MORTGAGE BORROWER.
THE
SECURITY FOR THE MEZZANINE LOAN(S) SHALL BE A PLEDGE OF ONE HUNDRED PERCENT
(100%) OF THE DIRECT AND INDIRECT OWNERSHIP INTERESTS IN THE MORTGAGE BORROWER.
(C)
BORROWER SHALL COOPERATE WITH ALL REASONABLE REQUESTS OF LENDER IN
ORDER TO CONVERT THE LOAN INTO A MORTGAGE LOAN AND ONE OR MORE MEZZANINE LOANS
AND SHALL EXECUTE AND DELIVER SUCH DOCUMENTS AS SHALL REASONABLY BE REQUIRED BY
LENDER IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, THE DELIVERY OF
NON-CONSOLIDATION, ENFORCEABILITY, AUTHORIZATION AND EXECUTION OPINIONS AND AN
"EAGLE 9" OR "UCC PLUS" (OR EQUIVALENT) UCC INSURANCE POLICY AND THE
MODIFICATION OF ORGANIZATIONAL DOCUMENTS AND LOAN DOCUMENTS AND THE TRANSFER OF
THE MEMBERSHIP INTEREST IN BORROWER TO THE MEZZANINE BORROWER.
IT SHALL BE AN EVENT OF DEFAULT IF BORROWER FAILS TO COMPLY WITH ANY OF THE
TERMS, COVENANTS OR CONDITIONS OF THIS SECTION 18.34 AFTER EXPIRATION OF TEN
(10) BUSINESS DAYS NOTICE THEREOF.
SECTION 18.35.
TRUSTEE'S FEES.
BORROWER SHALL PAY ALL COSTS, FEES AND EXPENSES
INCURRED BY TRUSTEE AND TRUSTEE'S AGENTS AND COUNSEL IN CONNECTION WITH THE
PERFORMANCE BY TRUSTEE OF TRUSTEE'S DUTIES HEREUNDER, AND ALL SUCH COSTS, FEES
AND EXPENSES SHALL BE SECURED BY THIS SECURITY INSTRUMENT.
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SECTION 18.36.
CONCERNING THE TRUSTEE.
TRUSTEE SHALL BE UNDER NO DUTY TO TAKE
ANY ACTION