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 INTEREST RATE OF THE ORIGINAL NOTE IMMEDIATELY PRIOR TO SUCH MODIFICATION
AND NO SUCH MODIFICATION SHALL HAVE A SIGNIFICANT ADVERSE ECONOMIC EFFECT ON
BORROWER. IF REQUESTED BY LENDER, BORROWER (AND BORROWER'S CONSTITUENT MEMBERS,
IF APPLICABLE, AND GUARANTOR) SHALL EXECUTE WITHIN SEVEN (7) BUSINESS DAYS AFTER
SUCH REQUEST, SUCH DOCUMENTATION AS LENDER MAY REASONABLY REQUEST TO EVIDENCE
AND/OR EFFECTUATE ANY SUCH MODIFICATION OR SEVERANCE.
68
9.1.8
AUDITED STATEMENTS. WITHOUT LIMITATION TO THE OTHER PROVISIONS OF
THIS SECTION 9.1, IF REQUESTED BY LENDER IN CONNECTION WITH A SECONDARY MARKET
TRANSACTION, BORROWER SHALL CAUSE ALL ANNUAL FINANCIAL STATEMENTS TO BE
DELIVERED DURING THE TERM PURSUANT TO SECTION 6.3.2 TO BE AUDITED STATEMENTS
PREPARED BY A "BIG FOUR" ACCOUNTING FIRM OR ANOTHER REPUTABLE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTING FIRM AND BE ACCOMPANIED BY AN UNQUALIFIED OPINION
FROM SUCH FIRM.
9.2
COSTS AND EXPENSES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS ARTICLE 9, BORROWER SHALL NOT BE REQUIRED TO INCUR
OUT-OF-POCKET EXPENSES IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER SECTIONS
9.1.1 (OTHER THAN WITH RESPECT TO THE DELIVERY OR UPDATE OF NON-CONSOLIDATION
OPINIONS), 9.1.2 AND 9.1.7.
9.3
MEZZANINE LOAN. LENDER AGREES TO PERMIT OWNER(S) OF DIRECT OR
INDIRECT EQUITY INTERESTS IN BORROWER (THE "MEZZANINE BORROWER", PROVIDED
HOWEVER THAT IN NO EVENT SHALL ANY ENTITY REQUIRED HEREUNDER TO BE A SPECIAL
PURPOSE BANKRUPTCY REMOTE ENTITY BE A MEZZANINE BORROWER) TO OBTAIN A MEZZANINE
LOAN (THE "MEZZANINE LOAN") THE PROCEEDS OF WHICH MAY BE USED SOLELY TO MAKE A
CAPITAL CONTRIBUTION TO BORROWER AND IN TURN USED BY BORROWER TO PAY APPROVED
LEASING EXPENSES INCURRED WITH RESPECT TO LEASES ENTERED INTO AFTER THE DATE
HEREOF, SUBJECT TO SATISFACTION OF THE FOLLOWING CONDITIONS (PROVIDED THAT NO
MORE THAN ONE MEZZANINE LOAN SHALL BE PERMITTED DURING THE TERM OF THE LOAN):
(A)
NO EVENT OF DEFAULT SHALL EXIST;
(B)
THE MEZZANINE LOAN MAY BE SECURED BY A PLEDGE BY MEZZANINE
BORROWER OF SUCH MEZZANINE BORROWER'S DIRECT OR INDIRECT EQUITY INTEREST IN
BORROWER, BUT NOT BY THE PROPERTY OR ANY ASSETS OF BORROWER OR OF ANY OTHER
ENTITY REQUIRED HEREUNDER TO BE A SINGLE PURPOSE BANKRUPTCY REMOTE ENTITY, AND
NEITHER BORROWER NOR ANY OTHER ENTITY REQUIRED HEREUNDER TO BE A SPECIAL PURPOSE
BANKRUPTCY REMOTE ENTITY SHALL IN ANY WAY BE OBLIGATED IN CONNECTION WITH THE
MEZZANINE LOAN (EXCEPT FOR NON-MONETARY OBLIGATIONS REASONABLY ACCEPTABLE TO
LENDER THAT ARE CUSTOMARY IN CONNECTION WITH MEZZANINE LOANS INVOLVING
SECURITIZED SENIOR LOANS);
(C)
IF A SECONDARY MARKET TRANSACTION HAS OCCURRED, BORROWER SHALL
HAVE OBTAINED (AND DELIVERED TO LENDER) A RATING COMFORT LETTER WITH RESPECT TO
THE PROPOSED MEZZANINE LOAN;
(D)
THE MEZZANINE LOAN LENDER (THE "MEZZANINE LENDER") SHALL BE AN
ACCEPTABLE MEZZANINE