CURE OF THE EVENT OF DEFAULT WHICH
GAVE RISE TO THE PURCHASE OPTION TRIGGER, OR (B) THE CONSUMMATION OF A
5
FORECLOSURE SALE, SALE BY POWER OF SALE OR DELIVERY OF A DEED IN LIEU OF
FORECLOSURE WITH RESPECT TO THE REAL PROPERTY COLLATERAL (EACH, A "CUT-OFF
DATE"), TO PURCHASE THE TRANCHE A-2 LOAN FOR THE TRANCHE A-2 PURCHASE PRICE BY
DELIVERING A TRANCHE B HOLDER REPURCHASE NOTICE IN ACCORDANCE WITH THIS
PARAGRAPH PRIOR TO A CUT-OFF DATE.
UPON THE TIMELY DELIVERY OF THE TRANCHE B
HOLDER REPURCHASE NOTICE TO THE OTHER LENDERS AS HEREINABOVE DESCRIBED, THE
TRANCHE A-2 HOLDER SHALL SELL ITS INTEREST IN THE LOAN (FREE AND CLEAR OF ANY
PARTICIPATION INTEREST THEREIN) FOR THE TRANCHE A-2 PURCHASE PRICE, ON A DATE
(THE "REPURCHASE DATE") NOT LESS THAN FIVE (5) BUSINESS DAYS NOR MORE THAN
NINETY (90) DAYS AFTER THE DATE OF THE TRANCHE B HOLDER REPURCHASE NOTICE;
PROVIDED THAT, SUCH REPURCHASE DATE SHALL BE SET FORTH IN THE TRANCHE B HOLDER
REPURCHASE NOTICE.
UNLESS THE TRANCHE B HOLDER'S RIGHT TO PURCHASE THE TRANCHE
A-2 LOAN HAS PREVIOUSLY TERMINATED, UPON DELIVERY OF THE TRANACHE B HOLDER
REPURCHASE NOTICE, THE TRANCHE B HOLDER SHALL HAVE AN OBLIGATION TO PURCHASE THE
TRANCHE A-2 LOAN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
THE TRANCHE
A-2 PURCHASE PRICE SHALL BE CALCULATED BY THE AGENT THREE (3) BUSINESS DAYS
PRIOR TO THE REPURCHASE DATE (AND SUCH CALCULATION SHALL BE ACCOMPANIED BY
REASONABLY DETAILED BACK-UP DOCUMENTATION EXPLAINING HOW SUCH PRICE WAS
DETERMINED).
AGENT SHALL GIVE NOTICE TO LENDERS OF THE RECEIPT OF ANY TRANCHE B
HOLDER REPURCHASE NOTICE PROMPTLY FOLLOWING DELIVERY OF THE SAME TO AGENT.
(B)
NOTWITHSTANDING ANY PROVISION HEREIN OR IN THE CREDIT AGREEMENT TO
THE CONTRARY, THE TRANCHE A-2 PURCHASE PRICE SHALL NOT INCLUDE, AND TRANCHE B
HOLDER SHALL NOT BE REQUIRED TO PAY, ALL OR ANY PART OF THE EXIT FEE IN
CONNECTION WITH THE PURCHASE OF TRANCHE A-2.
(C)
THE RIGHT OF TRANCHE B HOLDER TO PURCHASE TRANCHE A-2 PURSUANT TO
THIS AGREEMENT IS NOT, AND SHALL NOT BE DEEMED TO BE, CONDITIONED UPON OR
SUBJECT TO A PURCHASE OF ALL OR ANY PART OF TRANCHE A-1.
7.
SPECIAL CIRCUMSTANCES A-1 CONTROL RIGHT.
(A) IN THE EVENT OF THE
OCCURRENCE OF AN EVENT OF DEFAULT BY BORROWER IN ITS OBLIGATION TO REPAY THE
LOAN AT ITS MATURITY OR IF ANY OTHER EVENT OF DEFAULT OCCURS FOR WHICH THE LOAN
IS ACCELERATED PURSUANT TO THE CREDIT AGREEMENT (EACH, A "CONTROL TRIGGER"),
WHICH EVENT OF DEFAULT IS NOT CURED OR WAIVED BY THE AGENT AND/OR LENDERS IN
ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENT (IT BEING UNDERSTOOD THAT
NOTHING HEREIN SHALL BE DEEMED TO REQUIRE ANY WAIVER OR ACCEPTANCE OF CURE OF
THE SAME), AND IF, WITHIN ONE HUNDRED TWENTY (120) DAYS FOLLOWING ITS RECEIPT OF
WRITTEN NOTICE FROM AGENT OF THE OCCURRENCE OF SUCH CONTROL TRIGGER (WHICH
NOTICE SHALL ALSO STATE THAT THE EVENT OF DEFAULT THEREIN IDENTIFIED IS A
CONTROL TRIGGER FOR PURPOSES OF THIS AGREEMENT)