(A) SUCH NOTES MAY NOT EFFECTUATE A
SENIOR/JUNIOR LOAN STRUCTURE OR MORTGAGE/MEZZANINE LOAN STRUCTURE, (B) THE
AGGREGATE PRINCIPAL AMOUNT OF SUCH "COMPONENT" NOTES SHALL EQUAL THE OUTSTANDING
PRINCIPAL BALANCE OF THE LOAN IMMEDIATELY PRIOR TO THE CREATION OF SUCH
"COMPONENT" NOTES, (C) THE WEIGHTED AVERAGE INTEREST RATE OF ALL SUCH
"COMPONENT" NOTES SHALL ON THE DATE CREATED AND AT ALL TIMES THEREAFTER EQUAL
THE INTEREST RATE WHICH WAS APPLICABLE TO THE LOAN IMMEDIATELY PRIOR TO THE
CREATION OF SUCH "COMPONENT" NOTES (I.E., UNDER THIS CLAUSE (C) AND THE
IMMEDIATELY FOLLOWING CLAUSE (D), THE "COMPONENT" NOTES MAY NOT EFFECTUATE A
LOAN STRUCTURE THAT COULD RESULT IN "RATE CREEP"), (D) THE DEBT SERVICE PAYMENTS
ON ALL SUCH "COMPONENT" NOTES SHALL ON THE DATE CREATED AND AT ALL TIMES
THEREAFTER EQUAL THE DEBT SERVICE PAYMENT WHICH WAS DUE UNDER THE LOAN
IMMEDIATELY PRIOR TO THE CREATION OF SUCH COMPONENT NOTES, (E) THE OTHER TERMS
AND PROVISIONS OF EACH OF THE "COMPONENT"
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notes shall be identical in substance and substantially similar in form to the
Loan Documents, (f) the maturity date of any such component note shall be the
same as the scheduled Maturity Date of the Note immediately prior to the
issuance of such component notes and (g) any prepayments shall be applied pro
rata in accordance with their respective principal balances to the payment of
the outstanding balance of the component notes such that Borrower's economic
position shall remain the same as if there had been no component notes.
Any of
the foregoing grants, assignments, encumbrances, bifurcations, sales and/or
transfers may be made to any Eligible Assignee in such manner as may be
determined by Lender in its sole discretion and Borrower shall have no consent
or other rights with respect thereto.
The transaction(s) referred to above
shall hereinafter be referred to collectively as "Secondary Market
Transactions".
As used herein, the term "Lender Party" and "Lender Parties"
shall be deemed to refer to, individually and/or collectively (as the context
requires), Lender and each Eligible Assignee.
(B)
IN CONNECTION WITH ANY SECONDARY MARKET TRANSACTION, IF
REASONABLY REQUESTED BY ANY LENDER PARTY, BORROWER SHALL ASSIST EACH LENDER
PARTY IN SATISFYING THE MARKET STANDARDS WHICH MAY BE REASONABLY REQUIRED IN THE
MARKETPLACE OR WHICH OTHERWISE MAY BE REQUIRED BY ANY LENDER PARTY, INCLUDING,
WITHOUT LIMITATION, TO:
(I)
WITHIN
FIFTEEN (15) DAYS OF A LENDER PARTY REQUEST, PROVIDE UPDATED FINANCIAL AND OTHER
INFORMATION WITH RESPECT TO THE PROPERTY, THE BUSINESS OPERATED AT THE PROPERTY,
BORROWER, GUARANTOR (IT BEING ACKNOWLEDGED THAT SO LONG AS GUARANTOR IS A
PUBLICLY-TRADED COMPANY, IT SHALL NOT BE REQUIRED TO PROVIDE FINANCIAL
INFORMATION WITH RESPECT TO ITSELF EXCEPT FOR ITS PUBLIC FILINGS) AND MANAGER
(THE "UPDATED INFORMATION"), PROVIDED, THAT BORROWER SHALL NOT BE REQUIRED TO
PROVIDE UPDATED INFORMATION MORE THAN TWICE IN ANY TWELVE (12) MONTH PERIOD AND
SUCH REQUIREMENT TO DELIVER UPDATED INFORMATION SHALL NOT CIRCUMVENT THE
TIMEFRAMES FOR DELIVERY SPECIFICALLY DESIGNATED IN SECTION 4.12(A) FOR THE
DELIVERY OF QUARTERLY AND ANNUAL FINANCIAL INFORMATION;
(II)
PROVIDE (A)
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