IN THE PROPERTIES, THE COLLATERAL OR ANY MORTGAGE PRINCIPAL'S
GENERAL PARTNER INTEREST IN THE RELATED MORTGAGE BORROWER ENTITY (INCLUDING ANY
EQUITY INTERESTS IN THE DIRECT OR INDIRECT OWNERS OF BORROWER), EXCEPT TO
ADDRESS ANY TRANSFER RESTRICTIONS NECESSARY IN CONNECTION WITH THE CREATION OF
ANY NEW MEZZANINE LOAN(S) PURSUANT TO SECTION 9.8 HEREOF; PROVIDED, HOWEVER,
THAT THERE SHALL BE NO GREATER RESTRICTIONS THAN THOSE APPLICABLE TO TRANSFERS
BY BORROWER OF INTERESTS THAT IT OWNS IN MORTGAGE BORROWER;
(G)
AFFECT THE LIMITATIONS ON RECOURSE AGAINST BORROWER AND THE
EXCULPATED PARTIES;
(H)
INCREASE THE AMOUNTS OF RESERVES OR ESCROWS;
(I)
AFFECT THE COMPENSATION PAYABLE TO THE MANAGER;
(J)
AFFECT BORROWER'S RIGHT TO EXTEND THE TERM OF THE LOAN, IF
APPLICABLE;
(K)
AFFECT BORROWER'S RIGHT TO REPAY, PREPAY OR DEFEASE THE LOAN,
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.6 AND 9.8 HEREOF (AND SUBJECT TO THE
LIMITATIONS SET FORTH THEREIN OR OTHERWISE APPLICABLE THERETO) WITH RESPECT TO
PRIORITY OF PAYMENT;
(L)
AFFECT BORROWER'S APPROVAL RIGHTS (IF ANY) WITH RESPECT TO
ASSIGNMENTS OF THE LOAN OR THE IDENTITY OF ANY SERVICER OR ANY SPECIAL SERVICER;
(M)
AFFECT BORROWER'S OR MORTGAGE BORROWER'S RIGHT TO ENTER INTO,
MODIFY OR TERMINATE LEASES OR CONTRACTS;
(N)
REDUCE THE MATERIALITY THRESHOLDS (WHETHER EXPRESSED IN DOLLARS OR
OTHERWISE) APPEARING IN ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, INCLUDING THOSE RELATING TO ALTERATIONS, CASUALTY, CONDEMNATION AND
EXPANSION;
(O)
IMPOSE OR INCREASE ANY SERVICING OR SIMILAR FEE REQUIRED TO BE
PAID OR REIMBURSED BY BORROWER;
(P)
ADD ADDITIONAL EVENTS OF DEFAULT, OR SHORTEN ANY GRACE OR CURE
PERIOD APPLICABLE TO AN EXISTING EVENT OF DEFAULT;
(Q)
REQUIRE BORROWER OR ANY OTHER PERSON (INCLUDING MEZZANINE B
BORROWER, MORTGAGE BORROWER, BANK LOAN BORROWER, PRINCIPAL OR GUARANTOR) (I) TO
PROVIDE ADDITIONAL COLLATERAL SECURITY, CREDIT SUPPORT, INDEMNITIES OR
GUARANTIES FOR OR IN RESPECT OF THE LOAN, OR (II) TO INCREASE OR EXPAND THE
SCOPE OR EXTENT OF ANY EXISTING SECURITY, CREDIT SUPPORT, INDEMNITY OR GUARANTY
(OR MODIFY THE PROVISIONS OF SECTION 9.4 HEREOF);
127
(R)
VIOLATE OR CAUSE THE VIOLATION OF ANY
EXISTING AGREEMENT TO WHICH BORROWER OR ANY OF ITS AFFILIATES IS A PARTY OR ANY
APPLICABLE LAW;
(S)
MATERIALLY CHANGE ANY OBLIGATION OF
BORROWER PURSUANT TO THE ACTIONS TAKEN HEREIN OR PURSUANT HERETO OR IN
CONNECTION HEREWITH;
(T)
RESULT IN BORROWER OR ANY OF ITS
AFFILIATES (INCLUDING, WITHOUT LIMITATION, MEZZANINE B BORROWER, MORTGAGE
BORROWER, BANK LOAN BORROWER, PRINCIPAL OR GUARANTOR) BEING DEEMED AN "ISSUER"
OF THE SECURITIES (OR ANY OF THEM); OR
(U)
OTHERWISE ADVERSELY AFFECT BORROWER OR ANY
OF ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, MEZZANINE B BORROWER, MORTGAGE
BORROWER, BANK LOAN BORROWER, PRINCIPAL OR GUARANTOR) IN ANY MATERIAL WAY.
Section 9.6
Reallocation of Loan Amounts.
Lender, without in any way limiting its other rights hereunder, shall have the
right, in its sole and absolute discretion, to reallocate the amount of the Loan
and the Mezzanine B Loan, Borrower agrees to reasonably cooperate to facilitate
such reallocation; provided, however, that (i) the aggregate principal amount of
the Loan and the Mezzanine