AND/OR DELIVER ONE OR MORE NEW COMPONENT NOTES TO REPLACE THE
ORIGINAL NOTE OR MODIFY THE ORIGINAL NOTE TO REFLECT MULTIPLE COMPONENTS OF THE
LOAN (AND SUCH NEW NOTES OR MODIFIED NOTE SHALL HAVE THE SAME INITIAL WEIGHTED
AVERAGE COUPON OF THE ORIGINAL NOTE, BUT SUCH NEW NOTES OR MODIFIED NOTE MAY
CHANGE THE INTEREST RATE AND AMORTIZATION OF THE LOAN), AND MODIFY THE CASH
MANAGEMENT PROVISIONS CONTAINED IN SECTION 2.6 OF THIS AGREEMENT WITH RESPECT TO
THE NEWLY CREATED COMPONENTS SUCH THAT THE PRICING AND MARKETABILITY OF THE
SECURITIES AND THE SIZE OF EACH CLASS OF SECURITIES AND THE RATING ASSIGNED TO
EACH SUCH CLASS BY THE RATING AGENCIES SHALL PROVIDE THE MOST FAVORABLE RATING
LEVELS AND ACHIEVE THE OPTIMUM RATING LEVELS FOR THE LOAN; PROVIDED THAT NOTHING
CONTAINED IN THIS SECTION 9.1(F) SHALL RESULT IN ANY ECONOMIC OR OTHER MATERIAL
ADVERSE CHANGE IN THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS (UNLESS BORROWER IS MADE WHOLE BY THE HOLDER OF THE NOTES) OR
RESULT IN ANY OPERATIONAL CHANGES THAT ARE UNDULY BURDENSOME TO
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THE COLLATERAL OR ANY BORROWER PARTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, BORROWER SHALL NOT BE REQUIRED TO MODIFY ANY LOAN DOCUMENT OR
ORGANIZATIONAL DOCUMENT OF ANY BORROWER PARTY IN A MANNER THAT WOULD MATERIALLY
INCREASE SUCH BORROWER PARTY'S OBLIGATIONS OR HAVE ANY MATERIALLY ADVERSE EFFECT
WHATSOEVER ON BORROWER.
(G)
IF REQUESTED BY LENDER, REVIEW ANY INFORMATION REGARDING THE
PROPERTY, BORROWER, PRINCIPAL, 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.
All reasonable third party costs and expenses incurred by Borrower, Guarantor or
any Affiliate thereof in connection with complying with requests made under this
Section 9.1.1 (including, without limitation, the fees and expenses of the
Rating Agencies) shall be paid by Lender.
9.1.2.
MEZZANINE LOANS.
(A)
NOTWITHSTANDING ANYTHING CONTAINED IN SECTION 9.1.1 TO THE
CONTRARY, BORROWER COVENANTS AND AGREES THAT AFTER THE CLOSING DATE AND PRIOR TO
A SECURITIZATION, LENDER SHALL HAVE THE RIGHT TO ESTABLISH DIFFERENT INTEREST
RATES AND TO REALLOCATE THE PRINCIPAL BALANCES OF EACH OF THE LOAN AND ANY NEW
MEZZANINE LOAN BETWEEN EACH OTHER AND TO REQUIRE THE PAYMENT OF THE LOAN AND
EACH NEW MEZZANINE LOAN IN SUCH ORDER OF PRIORITY AS MAY BE DESIGNATED BY
LENDER; PROVIDED, THAT (I) IN NO EVENT SHALL THE WEIGHTED AVERAGE INTEREST RATE
OF THE LOAN AND ANY NEW MEZZANINE LOAN(S) FOLLOWING ANY SUCH REALLOCATION OR
MODIFICATION CHANGE FROM THE WEIGHTED AVERAGE INTEREST RATE FOR ALL IN EFFECT
IMMEDIATELY PRECEDING SUCH REALLOCATION, MODIFICATION OR CREATION OF ANY NEW
MEZZANINE LOAN(S), AND (II) SUCH NEW MEZZANINE LOAN(S) WILL NOT MATERIALLY
INCREASE BORROWER'S OBLIGATIONS AND LIABILITIES UNDER THE LOAN DOCUMENTS OR
MATERIALLY DECREASE THE