MATURITY OR THE AMORTIZATION OF PRINCIPAL SET FORTH IN
THE NOTE, OR (II) MODIFY OR AMEND ANY OTHER ECONOMIC TERM OF THE LOAN OR (III)
INCREASE THE LIABILITY OR DECREASE THE RIGHTS OF BORROWER UNDER ANY OF THE LOAN
DOCUMENTS OTHER THAN TO A DE MINIMIS EXTENT.
(E)
IF LENDER ELECTS, IN ITS SOLE DISCRETION, PRIOR TO OR UPON A
SECURITIZATION, TO SPLIT THE LOAN INTO TWO OR MORE PARTS, OR THE NOTE INTO
MULTIPLE COMPONENT NOTES OR TRANCHES WHICH MAY HAVE DIFFERENT INTEREST RATES,
AMORTIZATION PAYMENTS, PRINCIPAL AMOUNTS AND MATURITIES, BORROWER AGREES TO
REASONABLY COOPERATE AND CAUSE EACH MEZZANINE SUBSIDIARY TO COOPERATE WITH
LENDER IN CONNECTION WITH THE FOREGOING AND 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 MAY BE ASSIGNED DIFFERENT INTEREST RATES, SO LONG AS THE INITIAL
WEIGHTED AVERAGE OF SUCH INTEREST RATES DOES NOT EXCEED THE APPLICABLE INTEREST
RATE AND THE OTHER TERMS AND CONDITIONS OF SUCH COMPONENT NOTES ARE
SUBSTANTIALLY SIMILAR TO THE TERMS AND CONDITIONS OF THE NOTE, PROVIDED THAT
BORROWER'S LIABILITY OR RIGHTS UNDER THE LOAN DOCUMENTS SHALL NOT BE INCREASED
OR DECREASED, RESPECTIVELY, OTHER THAN TO A DE MINIMIS EXTENT;
(F)
UPON REASONABLE PRIOR WRITTEN NOTICE, EXECUTE MODIFICATIONS TO
THE LOAN DOCUMENTS CHANGING THE INTEREST RATE FOR THE LOAN, PROVIDED THAT THE
INITIAL WEIGHTED AVERAGE OF THE INTEREST RATE SPREADS FOR THE LOAN AFTER SUCH
MODIFICATION SHALL NOT EXCEED THE WEIGHTED AVERAGE OF THE INTEREST RATE SPREADS
FOR THE LOAN IMMEDIATELY PRIOR TO SUCH MODIFICATION.
THE BORROWER SHALL ALSO
PROVIDE OPINIONS AND TITLE INSURANCE REASONABLY NECESSARY TO EFFECTUATE THE
SAME;
(G)
UPDATE THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN
DOCUMENTS AS OF THE CLOSING DATE OF THE SECURITIZATION AND MAKE ANY SUCH
REPRESENTATION AND WARRANTIES WITH RESPECT TO THE PROPERTY, BORROWER, GUARANTOR
AND THE LOAN DOCUMENTS AS ARE CUSTOMARILY PROVIDED IN SECURITIZATION
TRANSACTIONS AND AS MAY BE REASONABLY REQUESTED BY THE HOLDER OF THE NOTE OR THE
RATING AGENCIES AND CONSISTENT WITH THE FACTS COVERED BY SUCH REPRESENTATIONS
AND WARRANTIES AS THEY EXIST ON THE DATE THEREOF, INCLUDING THE REPRESENTATIONS
AND WARRANTIES MADE IN THE LOAN DOCUMENTS; AND
(H)
SUPPLY TO LENDER, AT LENDER'S SOLE COST AND EXPENSE, SUCH
DOCUMENTATION, FINANCIAL STATEMENTS AND REPORTS IN FORM AND SUBSTANCE REASONABLY
REQUIRED FOR LENDER TO COMPLY WITH REGULATION S-X OF THE FEDERAL SECURITIES LAW,
IF APPLICABLE.
79
Notwithstanding anything to the contrary contained in this Agreement or the
other Loan Documents, Lender shall reimburse Borrower for all of the Borrower's
reasonable costs and expenses incurred in connection with Borrower's complying
with requests made under this Section 9.1 and Section 9.2.
SECTION 9.1
SECURITIZATION INDEMNIFICATION.
BORROWER UNDERSTANDS
THAT CERTAIN OF THE PROVIDED INFORMATION MAY BE INCLUDED IN DISCLOSURE DOCUMENTS
IN CONNECTION WITH THE SECURITIZATION, INCLUDING, WITHOUT LIMITATION, A
PROSPECTUS SUPPLEMENT, PRIVATE PLACEMENT MEMORANDUM, OFFERING CIRCULAR OR OTHER
OFFERING DOCUMENT (EACH A "DISCLOSURE DOCUMENT") AND MAY ALSO BE INCLUDED IN
FILINGS (AN "EXCHANGE