RESPECTS
AND DOES NOT OR WILL NOT, TO BORROWER'S ACTUAL KNOWLEDGE, WHEN FURNISHED,
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY IN
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ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MATERIALLY MISLEADING IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS ARE MADE AND (II) THE
PROJECTIONS THAT HAVE BEEN OR WILL BE MADE AVAILABLE TO LENDER BY BORROWER OR
ANY OF ITS REPRESENTATIVES HAVE BEEN OR WILL BE PREPARED IN GOOD FAITH BASED
UPON REASONABLE ASSUMPTIONS. BORROWER UNDERSTANDS THAT IN ARRANGING AND
SYNDICATING THE LOAN, LENDER, THE CO-LENDERS AND, IF APPLICABLE, THE RATING
AGENCIES, MAY USE AND RELY ON THE INFORMATION AND PROJECTIONS WITHOUT
INDEPENDENT VERIFICATION THEREOF.
(C)
IF REQUIRED IN CONNECTION WITH THE
SYNDICATION, BORROWER HEREBY AGREES TO:
(I)
AMEND THE LOAN DOCUMENTS TO GIVE LENDER THE
RIGHT, AT LENDER'S SOLE COST AND EXPENSE, TO HAVE THE PROPERTIES REAPPRAISED ON
AN ANNUAL BASIS;
(II)
DELIVER UPDATED FINANCIAL AND OPERATING STATEMENTS
(AS MAY BE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 5.1.10 HEREOF) AND OTHER
INFORMATION REASONABLY REQUIRED BY LENDER (AS MAY BE REQUIRED TO BE DELIVERED
PURSUANT TO SECTION 5.1.10 HEREOF) TO FACILITATE THE SYNDICATION;
(III)
USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER
RELIANCE LETTERS REASONABLY SATISFACTORY TO LENDER WITH RESPECT TO THE
ENVIRONMENTAL ASSESSMENTS AND REPORTS DELIVERED TO LENDER PRIOR TO THE CLOSING
DATE, AT LENDER'S SOLE COST AND EXPENSE, WHICH WILL RUN TO LENDER AND ITS
SUCCESSORS AND ASSIGNS;
(IV)
SUBJECT TO THE TERMS OF SECTION 9.7.4, IF LENDER
ELECTS, IN ITS SOLE DISCRETION, PRIOR TO OR UPON A SYNDICATION, TO SPLIT THE
LOAN INTO TWO (2) OR MORE PARTS, OR THE NOTE INTO MULTIPLE COMPONENT NOTES OR
TRANCHES WHICH MAY HAVE DIFFERENT INTEREST RATE SPREADS, PRINCIPAL AMOUNTS,
MATURITIES, AND PRIORITIES, BORROWER AGREES TO REASONABLY COOPERATE WITH LENDER
IN CONNECTION WITH THE FOREGOING AND, SUBJECT IN ALL CASES TO THE APPLICABLE
PROVISIONS OF SECTION 9.5 HEREOF, TO EXECUTE THE REQUIRED MODIFICATIONS AND
AMENDMENTS TO THE NOTE, THIS AGREEMENT AND THE LOAN DOCUMENTS AND TO PROVIDE
OPINIONS NECESSARY TO EFFECTUATE THE SAME. SUCH NOTES OR COMPONENTS OR TRANCHES
MAY BE ASSIGNED DIFFERENT INTEREST RATE SPREADS, SO LONG AS THE WEIGHTED AVERAGE
OF SUCH INTEREST RATE SPREADS DOES NOT EXCEED THE EURODOLLAR RATE MARGIN (EXCEPT
FOR ANY DEVIATION ATTRIBUTABLE TO THE IMPOSITION OF ANY RATE OF INTEREST AT THE
DEFAULT RATE OR PREPAYMENTS PURSUANT TO SECTION 2.3.2 OR 2.3.3 HEREOF);
(V)
SUBJECT TO THE TERMS OF SECTION 9.5 HEREOF, EXECUTE
SUCH OTHER MODIFICATIONS TO THE LOAN DOCUMENTS REASONABLY REQUIRED BY THE
CO-LENDERS; AND
(VI)
AMEND THE ORGANIZATIONAL DOCUMENTS OF MEZZANINE A
BORROWER AND MEZZANINE A PRINCIPAL TO "OPT INTO" ARTICLE 8 OF THE UCC AND IN
CONNECTION THEREWITH, CERTIFICATE THE INTERESTS COMPRISING THE COLLATERAL,
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DELIVER SUCH CERTIFICATES TO LENDER IN ACCORDANCE WITH THE PLEDGE AGREEMENT AND
DELIVER TO LENDER "SPRINGING CONTROL" ENDORSEMENTS (OR THE EQUIVALENT THEREOF)
TO THE UCC TITLE INSURANCE POLICY.
9.7.4
Payment of Agent's, and Co-Lender's Expenses.
All third party costs and expenses and out-of-pocket