PRELIMINARY OR FINAL PRIVATE
103
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 ANY OF THE ORIGINAL NOTES OR
MODIFY ANY SUCH ORIGINAL NOTE TO REFLECT ADDITIONAL 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 NOTES OR MEZZANINE NOTES
SHALL IMMEDIATELY AFTER THE RESIZING EVENT HAVE THE SAME INITIAL WEIGHTED
AVERAGE COUPON AS THE ORIGINAL NOTE PRIOR TO SUCH RESIZING EVENT,
NOTWITHSTANDING THAT SUCH NEW NOTES OR MODIFIED NOTE OR MEZZANINE NOTES OR MAY,
IN CONNECTION WITH THE APPLICATION OF PRINCIPAL TO SUCH NEW NOTES OR MODIFIED
NOTE OR MEZZANINE NOTES, SUBSEQUENTLY CAUSE THE WEIGHTED AVERAGE SPREAD OF SUCH
NEW NOTES OR MODIFIED NOTE OR MEZZANINE NOTES TO CHANGE (BUT NOT INCREASE,
EXCEPT THAT THE WEIGHTED AVERAGE SPREAD MAY SUBSEQUENTLY INCREASE DUE TO
INVOLUNTARY PREPAYMENTS OR IF AN EVENT OF DEFAULT SHALL OCCUR) AND APPLY
PRINCIPAL, INTEREST RATES AND AMORTIZATION OF THE LOAN BETWEEN SUCH NEW
COMPONENTS AND/OR MEZZANINE LOANS IN A MANNER SPECIFIED BY LENDER IN ITS SOLE
DISCRETION 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 BOND EXECUTION FOR THE LOAN.
IN CONNECTION WITH ANY RESIZING EVENT,
BORROWER COVENANTS AND AGREES TO MODIFY THE CASH MANAGEMENT AGREEMENT TO REFLECT
THE NEWLY CREATED COMPONENTS AND/OR MEZZANINE LOANS.
9.1.3
UNCROSS OF PROPERTIES.
BORROWER AGREES THAT AT ANY TIME LENDER
SHALL HAVE THE UNILATERAL RIGHT TO ELECT TO UNCROSS ANY OF THE PROPERTIES (THE
"AFFECTED PROPERTY").
IN FURTHERANCE THEREOF, LENDER SHALL HAVE THE RIGHT TO
(I) SEVER OR DIVIDE THE NOTE AND THE OTHER LOAN DOCUMENTS IN ORDER TO ALLOCATE
TO SUCH AFFECTED PROPERTY THE PORTION OF THE LOAN ALLOCABLE TO SUCH AFFECTED
PROPERTY (THE "ALLOCATED PRINCIPAL AMOUNT") EVIDENCED BY A NEW NOTE AND SECURED
BY SUCH OTHER LOAN DOCUMENTS (COLLECTIVELY, THE "NEW NOTE") HAVING A PRINCIPAL
AMOUNT EQUAL TO THE LOAN AMOUNT APPLICABLE TO SUCH AFFECTED PROPERTY,
(II) SEGREGATE THE APPLICABLE PORTION OF EACH OF THE RESERVE FUNDS RELATING TO
THE AFFECTED PROPERTY, (III) RELEASE ANY CROSS-DEFAULT AND/OR
CROSS-COLLATERALIZATION PROVISIONS APPLICABLE TO SUCH AFFECTED PROPERTY AND
(IV) TAKE SUCH ADDITIONAL ACTION CONSISTENT THEREWITH; PROVIDED, THAT SUCH NEW
NOTE SECURED BY SUCH AFFECTED PROPERTY, TOGETHER WITH THE LOAN DOCUMENTS SECURED
BY THE REMAINING PROPERTIES, SHALL NOT INCREASE IN THE AGGREGATE (A) ANY
MONETARY OBLIGATION OF BORROWER UNDER