PRINCIPAL, GUARANTOR, 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.
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 THE ORIGINAL NOTE OR MODIFY
THE ORIGINAL NOTE TO REFLECT MULTIPLE 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 AND EXECUTE ADDITIONAL LOAN
DOCUMENTS WITH RESPECT TO SUCH MEZZANINE LOANS) (EACH A "RESIZING EVENT").
LENDER AGREES THAT SUCH NEW NOTES OR MODIFIED NOTE OR MEZZANINE NOTES SHALL HAVE
THE SAME INITIAL WEIGHTED AVERAGE COUPON AS THE ORIGINAL NOTE PRIOR TO SUCH
RESIZING EVENT AND SHALL OTHERWISE COMPLY WITH THE PROVISIONS OF SECTION
9.1.1(F).
9.1.3
SECURITIZATION COSTS.
ALL REASONABLE THIRD PARTY COSTS AND
EXPENSES INCURRED BY BORROWER IN CONNECTION WITH BORROWER'S COMPLYING WITH
REQUESTS MADE UNDER THIS SECTION 9.1 (INCLUDING, WITHOUT LIMITATION, THE FEES
AND EXPENSES OF THE RATING AGENCIES) SHALL BE PAID BY LENDER.
SECTION 9.2
REGULATION A/B.
(A)
BORROWER COVENANTS AND AGREES
THAT, UPON LENDER'S WRITTEN REQUEST THEREFOR IN CONNECTION WITH A
SECURITIZATION, BORROWER SHALL, AT BORROWER'S SOLE COST AND EXPENSE, PROMPTLY
DELIVER (I) AUDITED FINANCIAL STATEMENTS OF GUARANTOR AND RELATED DOCUMENTATION
PREPARED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT THAT SATISFY SECURITIES
LAWS AND REQUIREMENTS FOR USE IN A PUBLIC REGISTRATION STATEMENT (WHICH MAY
INCLUDE UP TO THREE (3) YEARS OF HISTORICAL AUDITED FINANCIAL STATEMENTS) AND
(II) IF, AT THE TIME ONE OR MORE DISCLOSURE DOCUMENTS ARE BEING PREPARED IN
CONNECTION WITH A SECURITIZATION, LENDER EXPECTS THAT BORROWER ALONE OR BORROWER
AND ONE OR MORE OF ITS AFFILIATES COLLECTIVELY, OR THE PROPERTY ALONE OR THE
PROPERTY AND ANY OTHER PARCEL(S) OF REAL PROPERTY, TOGETHER WITH IMPROVEMENTS
THEREON AND PERSONAL PROPERTY RELATED THERETO, THAT IS "RELATED", WITHIN THE
MEANING OF THE DEFINITION OF SIGNIFICANT OBLIGOR, TO THE PROPERTY (A "RELATED
PROPERTY") COLLECTIVELY, WILL BE A SIGNIFICANT OBLIGOR, BORROWER SHALL FURNISH
TO LENDER UPON REQUEST (I) THE SELECTED FINANCIAL DATA OR, IF APPLICABLE, NET
OPERATING INCOME, REQUIRED UNDER ITEM 1112(B)(1) OF REGULATION AB AND MEETING
THE REQUIREMENTS THEREOF, IF LENDER EXPECTS THAT THE PRINCIPAL AMOUNT OF THE
LOAN, TOGETHER WITH ANY LOANS MADE TO AN AFFILIATE OF BORROWER OR SECURED BY A
RELATED PROPERTY THAT IS INCLUDED IN A SECURITIZATION WITH THE LOAN (A "RELATED
LOAN"), AS OF THE CUT-OFF DATE FOR SUCH SECURITIZATION MAY, OR IF THE PRINCIPAL
AMOUNT OF THE LOAN TOGETHER WITH ANY RELATED LOANS AS OF THE CUT-OFF DATE FOR
SUCH SECURITIZATION AND AT ANY TIME DURING WHICH THE LOAN AND ANY RELATED
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LOANS ARE INCLUDED IN A SECURITIZATION DOES, EQUAL OR EXCEED