which may result
in varying LIBOR Rates for each component thereof, but which shall have the same
weighted average coupon of the LIBOR Rate that existed immediately prior to such
modification, or (ii) in the reasonable judgment of Borrower, modify or amend
any other material economic term of the Loan, or (iii) in the reasonable
judgment of Borrower, materially increase Borrower's obligations and liabilities
under the Loan Documents;
(G)
DELIVER TO LENDER AND/OR ANY RATING AGENCY, (I) ONE OR MORE
CERTIFICATES EXECUTED BY AN OFFICER OF THE BORROWER CERTIFYING AS TO THE
ACCURACY, AS OF THE CLOSING DATE OF THE SECURITIZATION, OF ALL REPRESENTATIONS
MADE BY BORROWER IN THE LOAN DOCUMENTS AS OF THE CLOSING DATE IN ALL RELEVANT
JURISDICTIONS OR, IF SUCH REPRESENTATIONS ARE NO LONGER ACCURATE, CERTIFYING AS
TO WHAT MODIFICATIONS TO THE REPRESENTATIONS WOULD BE REQUIRED TO MAKE SUCH
REPRESENTATIONS ACCURATE AS OF THE CLOSING DATE OF THE SECURITIZATION, AND (II)
CERTIFICATES OF THE RELEVANT GOVERNMENTAL AUTHORITIES IN ALL RELEVANT
JURISDICTIONS INDICATING THE GOOD STANDING AND QUALIFICATION OF BORROWER AS OF
THE DATE OF THE CLOSING DATE OF THE SECURITIZATION;
(H)
HAVE REASONABLY APPROPRIATE PERSONNEL PARTICIPATE IN A BANK
MEETING AND/OR PRESENTATION FOR THE RATING AGENCIES OR INVESTORS; AND
(I)
COOPERATE WITH AND ASSIST LENDER IN OBTAINING RATINGS OF THE
SECURITIES FROM TWO (2) OR MORE OF THE RATING AGENCIES.
Upon Lender's modification the Selected Day pursuant to the terms of
Section 2.2(d) above, Borrower and Borrower Principal shall promptly deliver to
Lender such modifications to the Rate Cap and the Collateral Assignment of
Interest Rate Cap reasonably required by Lender as result of such designation.
Borrower shall not be responsible for any costs and expenses incurred by
Borrower or Lender in connection with Borrower's complying with the requests and
requirements made under this Section 13.4 (including, without limitation, the
fees and expenses of the Rating Agencies).
In the event that Borrower requests any consent or approval hereunder and the
provisions of this Agreement or any Loan Documents require the receipt of
written confirmation from each Rating Agency with respect to the rating on the
Securities, or, in accordance with the terms of the transaction documents
relating to a Securitization, such a rating confirmation is required in order
for the consent of Lender to be given, Borrower shall pay all of the costs and
expenses of Lender, Lender's servicer and each Rating Agency in connection
therewith, and, if applicable, shall pay any fees imposed by any Rating Agency
as a condition to the delivery of such confirmation.
Section 13.5.
SECURITIZATION INDEMNIFICATION
(A)
BORROWER AND BORROWER PRINCIPAL UNDERSTAND THAT CERTAIN OF THE
PROVIDED INFORMATION MAY BE INCLUDED IN DISCLOSURE DOCUMENTS IN CONNECTION WITH
THE SECURITIZATION, INCLUDING, WITHOUT LIMITATION, A PROSPECTUS, PROSPECTUS
SUPPLEMENT, OFFERING MEMORANDUM OR PRIVATE PLACEMENT MEMORANDUM (EACH, A
"DISCLOSURE DOCUMENT") AND MAY ALSO BE INCLUDED IN FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT OR THE
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Exchange Act, or provided or made available to investors or prospective
investors in the