EACH BORROWER PARTNER AND GUARANTOR TO EXECUTE AND DELIVER
TO AGENT SUCH FURTHER DOCUMENTS, INSTRUMENTS OR AGREEMENTS AS AGENT OR ANY
LENDER MAY REASONABLY REQUIRE, INCLUDING ONE OR MORE SUBSTITUTE PROMISSORY NOTES
EVIDENCING THE COMMITMENT OF EACH LENDER, PROVIDED THAT SUCH DOCUMENTS,
INSTRUMENTS OR AGREEMENTS DO NOT (A) INCREASE THE OBLIGATIONS OR LIABILITIES OF
ANY SUCH PERSON HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS IN EXCESS OF THE
OBLIGATIONS OR LIABILITIES INTENDED TO BE PROVIDED HEREIN OR IN THE OTHER LOAN
DOCUMENTS OR (B) DECREASE SUCH PERSON'S RIGHTS HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS TO LESS THAN WHAT THEY WERE PRIOR TO THE EXECUTION OF SUCH DOCUMENTS,
INSTRUMENTS OR AGREEMENTS.
IN ADDITION, BORROWER AGREES TO
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REASONABLY COOPERATE WITH AGENT AND LENDERS, INCLUDING PROVIDING SUCH
INFORMATION AND DOCUMENTATION REGARDING BORROWER, ANY BORROWER PARTNER,
GUARANTOR AND ANY OTHER PERSON AS AGENT OR ANY LENDER OR ANY POTENTIAL ASSIGNEE
OR PARTICIPANT MAY REASONABLY REQUEST AND TO MEET WITH POTENTIAL ASSIGNEES AND
PARTICIPANTS UPON REASONABLE NOTICE.
(B)
AGENT SHALL HAVE THE RIGHT, AT ANY TIME (WHETHER PRIOR TO, IN
CONNECTION WITH, OR AFTER ANY PERMITTED ASSIGNMENT, PARTICIPATION AND OTHER
TRANSFERS TO ASSIGNEES AND SALES TO PARTICIPANTS), WITH RESPECT TO ALL OR ANY
PORTION OF THE LOAN, TO MODIFY, SPLIT AND/OR SEVER ALL OR ANY PORTION OF THE
LOAN AS HEREINAFTER PROVIDED, AND BORROWER SHALL COOPERATE AND CAUSE EACH OTHER
BORROWER PARTY TO COOPERATE (IN EACH CASE AT BORROWER'S REASONABLE EXPENSE),
WITH AGENT IN CONNECTION THEREWITH.
WITHOUT LIMITING THE FOREGOING, AGENT MAY
(I) CAUSE THE NOTE, THE MORTGAGES AND THE OTHER LOAN DOCUMENTS TO BE SPLIT INTO
MULTIPLE MORTGAGE LOANS, (II) CREATE ONE MORE SENIOR AND SUBORDINATE NOTES
(E.G., AN A/B OR A/B/C STRUCTURE), (III) CREATE MULTIPLE COMPONENTS OF THE NOTE
OR NOTES (AND ALLOCATE OR REALLOCATE THE PRINCIPAL BALANCE OF THE LOAN AMONG
SUCH COMPONENTS AND/OR ASSIGN DIFFERENT INTEREST RATES AND/OR LIBOR SPREADS TO
EACH NOTE), WHICH COMPONENTS MAY BE REPRESENTED BY SEPARATE NOTES OR
(IV) OTHERWISE SEVER THE LOAN INTO TWO OR MORE LOANS SECURED BY MORTGAGES AND BY
A PLEDGE OF PARTNERSHIP OR MEMBERSHIP INTERESTS (DIRECTLY OR INDIRECTLY) IN
BORROWER (I.E., A SENIOR LOAN/MEZZANINE LOAN STRUCTURE), IN EACH SUCH CASE, IN
WHATEVER PROPORTION AND WHATEVER PRIORITY AGENT DETERMINES; PROVIDED, HOWEVER,
IN EACH SUCH INSTANCE THE OUTSTANDING PRINCIPAL BALANCE OF ALL THE NOTES
EVIDENCING THE LOAN (OR COMPONENTS OF SUCH NOTES) IMMEDIATELY AFTER THE
EFFECTIVE DATE OF SUCH MODIFICATION EQUALS THE OUTSTANDING PRINCIPAL BALANCE OF
THE LOAN IMMEDIATELY PRIOR TO SUCH MODIFICATION AND THE WEIGHTED AVERAGE OF THE
INTEREST RATES FOR ALL SUCH NOTES (OR COMPONENTS OF SUCH NOTES) IMMEDIATELY
AFTER THE EFFECTIVE DATE OF SUCH MODIFICATION EQUALS THE OVERALL WEIGHTED
AVERAGE LIBOR RATE IMMEDIATELY PRIOR TO SUCH MODIFICATION; PROVIDED, FURTHER,
HOWEVER, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, PARTIAL
PREPAYMENTS OR REPAYMENTS SHALL BE APPLIED TO SUCH TRANCHES IN A MANNER WHICH
SHALL NOT INCREASE THE WEIGHTED AVERAGE INTEREST RATE OF THE LOAN.
NONE OF THE
FOREGOING SHALL INCREASE THE OBLIGATIONS OR LIABILITIES OF