THE JUNIOR LOAN PURCHASE
PRICE, AT ANY TIME DURING THE PERIOD BEGINNING ON THE DATE OF ACCELERATION OF
THE SENIOR LOAN AND ENDING ON THE DATE PRIOR TO THE DATE A FORECLOSURE OR
TRUSTEE'S SALE (OR DEED IN LIEU OF FORECLOSURE) IS CONDUCTED OR CONSUMMATED IN
RESPECT OF THE SENIOR LOAN.
JUNIOR LENDER MAY EXERCISE SUCH OPTION BY SENDING
WRITTEN NOTICE OF SUCH EXERCISE TO SENIOR LENDER TOGETHER WITH THE DEPOSIT OF
IMMEDIATELY AVAILABLE FUNDS IN THE AMOUNT OF THE SENIOR LOAN PURCHASE PRICE WITH
AN ESCROW AGENT REASONABLY SATISFACTORY TO THE SENIOR LENDER, AND IN SUCH EVENT
JUNIOR LENDER SHALL PURCHASE THE SENIOR LOAN FOR THE SENIOR LOAN PURCHASE PRICE
WITHIN TEN (10) BUSINESS DAYS AFTER SUCH NOTICE IS DELIVERED (BUT IN ANY EVENT
PRIOR TO THE SCHEDULED DATE OF SUCH FORECLOSURE OR TRUSTEE'S SALE (OR DEED IN
LIEU OF FORECLOSURE)).
CONCURRENTLY WITH PAYMENT TO SENIOR LENDER OF THE SENIOR
LOAN PURCHASE PRICE: (A) SENIOR LENDER SHALL DELIVER OR CAUSE TO BE DELIVERED TO
JUNIOR LENDER ALL SENIOR LOAN DOCUMENTS HELD BY OR ON BEHALF OF SENIOR LENDER,
AND (B) SENIOR LENDER SHALL EXECUTE IN FAVOR OF JUNIOR LENDER (OR ITS DESIGNEE)
ASSIGNMENT DOCUMENTATION, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO JUNIOR
LENDER, ASSIGNING THE SENIOR LOAN AND ITS RIGHTS UNDER THE SENIOR LOAN DOCUMENTS
(WITHOUT RECOURSE, REPRESENTATIONS OR WARRANTIES, EXCEPT FOR REPRESENTATIONS AS
TO THE OUTSTANDING BALANCE OF THE SENIOR LOAN AND AS TO SENIOR LENDER'S NOT
HAVING ASSIGNED OR ENCUMBERED ITS RIGHTS IN THE SENIOR LOAN).
UPON CONSUMMATION
OF THE PURCHASE, JUNIOR LENDER SHALL BE SUBROGATED TO THE RIGHTS OF SENIOR
LENDER UNDER THE SENIOR LOAN DOCUMENTS.
Subordinate Lender may exercise the option referred to in the preceding
paragraph of this clause (iii) by sending written notice of such exercise to
Senior Lender and Junior Lender, together with the deposit of immediately
available funds in the amount of the Senior Loan Purchase Price and Junior
Lender Purchase Price with an escrow agent reasonably satisfactory to the Senior
Lender and Junior Lender, and in such event Subordinate Lender shall purchase
the Senior Loan for the Senior Loan Purchase Price and the Junior Loan for the
Junior Loan Purchase Price within ten (10) Business Days after such notice is
delivered (but in any event prior to the scheduled date of such foreclosure or
trustee's sale (or deed in lieu of foreclosure)).
Concurrently with payment to
Senior Lender of the Senior Loan Purchase Price and to Junior Lender of the
Junior Loan Purchase
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Price: (A) Senior Lender and Junior Lender shall deliver or cause to be
delivered to Subordinate Lender all Senior Loan Documents held by or on behalf
of Senior Lender and Junior Lender, and (B) Senior Lender and Junior Lender
shall execute in favor of Subordinate Lender (or its designee) assignment
documentation, in form and substance reasonably acceptable to Subordinate
Lender, assigning the Senior Loan and its rights under the Senior Loan Documents
and the Junior Loan and its rights under the Junior Loan Documents (without