REBUILD AND COMPLETE THE
CONDOMINIUM, INCLUDING THE COMMON ELEMENTS, BY THE CONDOMINIUM DOCUMENTS), AND
SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF SIXTY (60) DAYS AFTER WRITTEN NOTICE
FROM BORROWER THEREOF IS DELIVERED TO THE ASSOCIATION SPECIFYING SUCH FAILURE
AND REQUIRING THE SAME TO BE REMEDIED;
(6)
IF BORROWER FAILS TO MAINTAIN THE PROPERTY
AS A CONDOMINIUM UNDER THE PROVISIONS OF THE CONDOMINIUM ACT, EXCEPT AS
OTHERWISE EXPRESSLY PERMITTED UNDER THIS AGREEMENT; OR
(7)
IF THE CONDOMINIUM REGIME IS TERMINATED FOR
ANY REASON WITHOUT LENDER'S PRIOR WRITTEN CONSENT, EXCEPT AS OTHERWISE EXPRESSLY
PERMITTED UNDER THIS AGREEMENT.
9.4
MEZZANINE LOAN.
LENDER AGREES TO PERMIT
OWNER(S) OF DIRECT OR INDIRECT EQUITY INTERESTS IN BORROWER (THE "MEZZANINE
BORROWER", PROVIDED HOWEVER THAT IN NO EVENT SHALL ANY ENTITY REQUIRED HEREUNDER
TO BE A SPECIAL PURPOSE BANKRUPTCY REMOTE ENTITY BE A MEZZANINE BORROWER) TO
OBTAIN A MEZZANINE LOAN (THE "MEZZANINE LOAN"), SUBJECT TO SATISFACTION OF THE
FOLLOWING CONDITIONS (PROVIDED THAT NO MORE THAN ONE MEZZANINE LOAN SHALL BE
PERMITTED DURING THE TERM OF THE LOAN):
(A)
NO EVENT OF DEFAULT SHALL EXIST;
76
(B)
THE MEZZANINE LOAN MAY BE SECURED BY A
PLEDGE BY MEZZANINE BORROWER OF SUCH MEZZANINE BORROWER'S DIRECT OR INDIRECT
EQUITY INTEREST IN BORROWER, BUT NOT BY THE PROPERTY OR ANY ASSETS OF BORROWER
OR OF ANY OTHER ENTITY REQUIRED HEREUNDER TO BE A SPECIAL PURPOSE BANKRUPTCY
REMOTE ENTITY, AND NEITHER BORROWER NOR ANY OTHER ENTITY REQUIRED HEREUNDER TO
BE A SPECIAL PURPOSE BANKRUPTCY REMOTE ENTITY SHALL IN ANY WAY BE OBLIGATED IN
CONNECTION WITH THE MEZZANINE LOAN (EXCEPT FOR NON-MONETARY OBLIGATIONS
REASONABLY ACCEPTABLE TO LENDER THAT ARE CUSTOMARY IN CONNECTION WITH MEZZANINE
LOANS INVOLVING SECURITIZED SENIOR LOANS);
(C)
IF A SECONDARY MARKET TRANSACTION HAS
OCCURRED, BORROWER SHALL HAVE OBTAINED (AND DELIVERED TO LENDER) A RATING
COMFORT LETTER WITH RESPECT TO THE PROPOSED MEZZANINE LOAN;
(D)
THE MEZZANINE LOAN LENDER (THE "MEZZANINE
LENDER") SHALL BE AN ACCEPTABLE MEZZANINE LENDER;
(E)
THE MEZZANINE LENDER SHALL, UPON LENDER'S
REQUEST, EXECUTE A SUBORDINATION AND STANDSTILL INTERCREDITOR AGREEMENT (THE
"INTERCREDITOR AGREEMENT") IN FORM APPROVED BY LENDER, WHICH APPROVAL SHALL NOT
BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED SO LONG AS THE INTERCREDITOR
AGREEMENT IS OTHERWISE IN CONFORMANCE WITH RATING AGENCY APPROVED FORMS FOR
INTERCREDITOR AGREEMENTS;
(F)
THE NET OPERATING INCOME OF THE PROPERTY,
AS REASONABLY DETERMINED BY LENDER FOR THE 12 MONTH PERIOD THEN MOST RECENTLY
ENDED, IS SUFFICIENT TO SATISFY AN AGGREGATE PROJECTED DEBT SERVICE COVERAGE
RATIO (BASED ON THE AGGREGATE OF THE DEBT SERVICE ON THE LOAN (ASSUMING A
CONSTANT PAYMENT OF PRINCIPAL AND INTEREST BASED UPON A 30-YEAR AMORTIZATION
SCHEDULE) AND THE MEZZANINE LOAN) OF AT LEAST 1.20:1.00;
(G)
LENDER SHALL HAVE APPROVED (SUCH APPROVAL
NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED) THE LOAN DOCUMENTS
EVIDENCING AND SECURING THE MEZZANINE LOAN;
(H)
THE MATURITY OF THE MEZZANINE LOAN SHALL BE
NO EARLIER THAN THE MATURITY DATE;
(I)
THE PROPERTY VALUE, AS DETERMINED BY
LENDER BASED ON A FIRREA APPRAISAL DATED NOT MORE THAN SIX (6) MONTHS PRIOR TO
THE DATE OF THE