201400400 - Laserfiche WebLink

Browse

2 01400400 contractor of Borrower, Owner or any of their respective Affiliates (other than acting as an Independent Person or in any similar capacity); (v) a lawyer representing or employed by a law firm representing Borrower, an Owner or any of their respective affiliates (other than as Independent Person of Borrower or for one or more Affiliates); (vi) an accountant employed or otherwise engaged by Borrower, an Owner or any of their respective affiliates (other than as Independent Person of Borrower or for one or more Affiliates); (vii) a spouse, parent, sibling or child of any Person described in clauses (i) through (iv) above; and (viii) an employee of any Person described in clauses (v) and (vi) above. In addition to the foregoing, any person appointed to act as the Independent Person of the Borrower after the date of this Security Instrument must either (1) be an employee, agent, representative or designee of a nationally recognized corporate services firm, or (2) have experience (A) in the ownership, sale, leasing or management of commercial real estate properties, (B) in financing of commercial real estate properties, or the securitization of such financing, (C) as an independent director, manager or trustee (or any similar position) for a special purposes entity, or (D) as a director, manager or similar position of a publicly traded company or any other company involved in any business described in subpart (A) or (B) above. Borrower must notify Lender not less than two (2) Business Days prior to the appointment of any successor Independent Person and, along with such notice, shall provide information to support that the person so appointed qualifies as an Independent Person hereunder. If Lender determines that any person so appointed as an Independent Person does not meet the qualifications of an Independent Person hereunder, then Lender shall have fifteen (15) days after receipt of notice of the appointment of such new Independent Person to notify Borrower in writing of such determination, which notification shall also state with specificity the reasons that such person does not qualify (the "Non - Qualification Notice "). Borrower shall have fifteen (15) days after receipt of a Non - Qualification Notice to either appoint a replacement Independent Person who satisfies the requirements of an Independent Person hereunder, or to provide additional information to Lender to evidence that the person previously appointed does qualify as an Independent Person hereunder. As used herein, "Affiliate" shall have the same meaning as now defined in §101 of the Bankruptcy Code (but when applied with respect to Borrower shall include all "insiders" of Borrower, as such term is now defined in §101 of the Bankruptcy Code), except that the percentage of direct or indirect legal or beneficial interest required to be held by the relevant entity shall be ten percent (10 %), not twenty percent (20 %). As used herein, "Owner" means the members or partners having an economic interest or beneficiaries of Borrower and each of their successors in interest as members, partners or beneficiaries of Borrower. As used herein, "Person" shall mean a natural person, corporation, limited partnership, general partnership, Delaware statutory trust, limited liability company or other form of association. (v) Borrower shall not cause or permit the board of directors or board of managers, as applicable, of Borrower or the SPC Member, as applicable, to take any action which, -42-