BORROWER SHALL NOT BE REQUIRED TO MODIFY
OR AMEND ANY LOAN DOCUMENT IF SUCH MODIFICATION OR AMENDMENT WOULD (I) CHANGE
THE INTEREST RATE, THE STATED MATURITY OR THE AMORTIZATION OF PRINCIPAL SET
FORTH IN THE NOTE, OR (II) MODIFY OR AMEND ANY OTHER MATERIAL TERM OF THE LOAN;
(G)
IF REQUESTED BY LENDER, REVIEW ANY
INFORMATION REGARDING THE PROPERTY, BORROWER, PRINCIPAL, GUARANTOR, PROPERTY
MANAGER AND THE LOAN WHICH IS CONTAINED IN A PRELIMINARY OR FINAL PRIVATE
PLACEMENT MEMORANDUM, PROSPECTUS, PROSPECTUS SUPPLEMENT (INCLUDING ANY AMENDMENT
OR SUPPLEMENT TO EITHER THEREOF), OR OTHER DISCLOSURE DOCUMENT TO BE USED BY
LENDER OR ANY AFFILIATE THEREOF; AND
(H)
SUPPLY TO LENDER SUCH DOCUMENTATION,
FINANCIAL STATEMENTS AND REPORTS IN FORM AND SUBSTANCE REQUIRED IN ORDER TO
COMPLY WITH ANY APPLICABLE SECURITIES LAWS.
9.1.2
LOAN COMPONENTS.
BORROWER COVENANTS AND AGREES THAT
IN CONNECTION WITH ANY SECURITIZATION OF THE LOAN, UPON LENDER'S REQUEST
BORROWER SHALL DELIVER ONE OR MORE NEW COMPONENT NOTES TO REPLACE THE ORIGINAL
NOTE OR MODIFY THE ORIGINAL NOTE TO REFLECT MULTIPLE COMPONENTS OF THE LOAN OR
CREATE ONE OR MORE MEZZANINE LOANS (INCLUDING AMENDING BORROWER'S ORGANIZATIONAL
STRUCTURE TO PROVIDE FOR ONE OR MORE MEZZANINE BORROWERS) (EACH A "RESIZING
EVENT").
LENDER AGREES THAT SUCH NEW NOTES OR MODIFIED NOTE OR MEZZANINE NOTES
SHALL HAVE THE SAME WEIGHTED AVERAGE COUPON AS THE ORIGINAL NOTE PRIOR TO SUCH
RESIZING EVENT AND SHALL OTHERWISE COMPLY WITH THE PROVISIONS OF
SECTION 9.1.1(F).
9.1.3
SECURITIZATION COSTS.
ALL REASONABLE THIRD PARTY
COSTS AND EXPENSES INCURRED BY BORROWER IN CONNECTION WITH BORROWER'S COMPLYING
WITH REQUESTS MADE UNDER THIS SECTION 9.1 (INCLUDING, WITHOUT LIMITATION, THE
FEES AND EXPENSES OF THE RATING AGENCIES) SHALL BE PAID BY LENDER.
SECTION 9.2
INTENTIONALLY OMITTED.
SECTION 9.3
EXCULPATION.
SUBJECT TO THE
QUALIFICATIONS BELOW, LENDER SHALL NOT ENFORCE THE LIABILITY AND OBLIGATION OF
BORROWER TO PERFORM AND OBSERVE THE OBLIGATIONS CONTAINED IN THE NOTE, THIS
AGREEMENT, THE MORTGAGE OR THE OTHER LOAN DOCUMENTS BY ANY ACTION OR PROCEEDING
WHEREIN A MONEY JUDGMENT SHALL BE SOUGHT AGAINST BORROWER, EXCEPT THAT LENDER
MAY BRING A FORECLOSURE ACTION, AN ACTION FOR SPECIFIC PERFORMANCE OR ANY OTHER
APPROPRIATE ACTION OR PROCEEDING TO ENABLE LENDER TO ENFORCE AND REALIZE UPON
ITS INTEREST UNDER THE NOTE, THIS AGREEMENT, THE MORTGAGE AND THE OTHER LOAN
DOCUMENTS, OR IN THE PROPERTY, THE RENTS FOLLOWING AN EVENT OF DEFAULT, OR ANY
OTHER COLLATERAL GIVEN TO LENDER PURSUANT TO THE LOAN DOCUMENTS; PROVIDED,
HOWEVER, THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ANY JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE ENFORCEABLE AGAINST BORROWER ONLY TO THE EXTENT OF
BORROWER'S INTEREST IN THE PROPERTY, IN THE RENTS FOLLOWING AN EVENT OF DEFAULT
AND IN ANY OTHER COLLATERAL GIVEN TO LENDER, AND LENDER, BY ACCEPTING THE NOTE,
THIS AGREEMENT, THE MORTGAGE AND THE OTHER LOAN
83
DOCUMENTS, AGREES THAT IT SHALL NOT SUE FOR, SEEK OR DEMAND ANY DEFICIENCY
JUDGMENT AGAINST BORROWER IN ANY SUCH ACTION OR PROCEEDING UNDER OR BY REASON OF
OR UNDER OR IN CONNECTION WITH THE NOTE, THIS AGREEMENT, THE MORTGAGE OR THE
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