OR INDIRECTLY (COLLECTIVELY, A
"CONTEST"), ANY FORECLOSURE ACTION, UCC SALE OR OTHER MATERIAL REMEDY EXERCISED
BY LENDER UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT WHETHER BY MAKING ANY
MOTION, BRINGING ANY COUNTERCLAIM, CLAIMING ANY DEFENSE, SEEKING ANY INJUNCTION
OR OTHER RESTRAINT, COMMENCING ANY ACTION, OR OTHERWISE, IN WHICH EVENT LENDER
SHALL HAVE RECOURSE AGAINST ALL OF THE ASSETS OF BORROWER INCLUDING, WITHOUT
LIMITATION, ANY RIGHT, TITLE AND INTEREST OF BORROWER IN AND TO THE PROPERTY AND
ANY PARTNERSHIP INTERESTS IN BORROWER (BUT EXCLUDING THE OTHER ASSETS OF SUCH
PARTNERS TO THE EXTENT LENDER WOULD NOT HAVE HAD RECOURSE THERETO OTHER THAN IN
ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 18.32).
SECTION 18.33.
COMPONENT NOTES.
LENDER, AT ITS SOLE COST AND EXPENSE, WITHOUT
IN ANY WAY LIMITING LENDER'S OTHER RIGHTS HEREUNDER, IN ITS SOLE AND ABSOLUTE
DISCRETION, SHALL HAVE THE RIGHT AT ANY TIME TO REQUIRE BORROWER TO EXECUTE AND
DELIVER "COMPONENT" NOTES (INCLUDING SENIOR AND JUNIOR NOTES), IN SUBSTITUTION
FOR ONE (1) OR BOTH OF NOTE A-1 AND/OR NOTE A-2, WHICH NOTES MAY BE PAID IN SUCH
ORDER OF PRIORITY AS MAY BE DESIGNATED BY LENDER, PROVIDED THAT (A) 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, (B) THE WEIGHTED AVERAGE INTEREST RATE OF ALL SUCH
"COMPONENT" NOTES SHALL ON THE DATE CREATED EQUAL THE INTEREST RATE WHICH WAS
APPLICABLE TO THE LOAN IMMEDIATELY PRIOR TO THE CREATION OF SUCH "COMPONENT"
NOTES, (C) THE DEBT SERVICE PAYMENTS ON ALL SUCH "COMPONENT" NOTES SHALL ON THE
DATE CREATED EQUAL THE DEBT SERVICE PAYMENT WHICH WAS DUE UNDER THE LOAN
IMMEDIATELY PRIOR TO THE CREATION OF SUCH COMPONENT NOTES AND (D) THE OTHER
TERMS AND PROVISIONS OF EACH OF THE "COMPONENT" NOTES SHALL BE IDENTICAL IN
SUBSTANCE AND SUBSTANTIALLY SIMILAR IN FORM TO THE LOAN DOCUMENTS.
BORROWER
SHALL COOPERATE WITH ALL REASONABLE REQUESTS OF LENDER IN ORDER TO ESTABLISH THE
"COMPONENT" NOTES AND SHALL EXECUTE AND DELIVER SUCH DOCUMENTS AS SHALL
REASONABLY BE REQUIRED BY LENDER IN CONNECTION THEREWITH, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER, INCLUDING, WITHOUT LIMITATION, THE
SEVERANCE OF SECURITY DOCUMENTS IF REQUESTED.
IT SHALL BE AN EVENT OF DEFAULT
IF BORROWER FAILS TO COMPLY WITH ANY OF THE TERMS, COVENANTS OR CONDITIONS OF
THIS SECTION 18.33 AFTER THE EXPIRATION OF FIFTEEN (15) BUSINESS DAYS AFTER
NOTICE THEREOF.
SECTION 18.34.
MEZZANINE LOAN OPTION.
LENDER SHALL HAVE THE RIGHT AT ANY TIME
TO DIVIDE THE LOAN INTO TWO OR MORE PARTS (THE "MEZZANINE OPTION"):
A "MORTGAGE
LOAN" AND ONE OR MORE
110
"MEZZANINE LOANS."
THE PRINCIPAL AMOUNT OF THE MORTGAGE LOAN PLUS THE PRINCIPAL
AMOUNT OF THE MEZZANINE LOAN(S) SHALL EQUAL THE OUTSTANDING PRINCIPAL BALANCE OF
THE LOAN IMMEDIATELY PRIOR TO THE CREATION OF THE MORTGAGE LOAN AND THE
MEZZANINE LOAN(S).
IN EFFECTUATING THE FOREGOING, LENDER WILL MAKE ONE OR MORE
LOANS TO ONE OR MORE ENTITIES THAT WILL BE THE DIRECT OR INDIRECT EQUITY
OWNER(S) OF BORROWER