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.
All reasonable third party costs and expenses incurred by Borrower in connection
with Borrower's complying with the requests and requirements made under this
Section 13.4 shall be paid by Borrower.
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 EXCHANGE ACT, OR PROVIDED OR MADE AVAILABLE TO INVESTORS OR PROSPECTIVE
INVESTORS IN THE SECURITIES, THE RATING AGENCIES, AND SERVICE PROVIDERS RELATING
TO THE SECURITIZATION.
IN THE EVENT THAT THE DISCLOSURE DOCUMENT IS REQUIRED TO
BE REVISED PRIOR TO THE SALE OF ALL SECURITIES, BORROWER AND BORROWER PRINCIPAL
WILL COOPERATE WITH THE HOLDER OF THE NOTE IN UPDATING THE DISCLOSURE DOCUMENT
BY PROVIDING ALL CURRENT INFORMATION NECESSARY TO KEEP THE DISCLOSURE DOCUMENT
ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
(B)
BORROWER AND BORROWER PRINCIPAL AGREE IN
CONNECTION WITH EACH OF (I) A PRELIMINARY AND A FINAL OFFERING MEMORANDUM OR
PRIVATE PLACEMENT MEMORANDUM OR SIMILAR DOCUMENT (INCLUDING ANY INVESTOR OR
RATING AGENCY "TERM SHEETS" OR
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PRESENTATIONS RELATING TO ANY PROPERTY AND/OR THE LOAN) OR (II) A PRELIMINARY
AND FINAL PROSPECTUS OR PROSPECTUS SUPPLEMENT, AS APPLICABLE, (A) THAT BORROWER
AND BORROWER PRINCIPAL WILL PROVIDE A CERTIFICATE CERTIFYING THAT BORROWER AND
BORROWER PRINCIPAL HAVE CAREFULLY EXAMINED SUCH MEMORANDUM OR PROSPECTUS OR
OTHER DOCUMENT (INCLUDING ANY INVESTOR OR RATING AGENCY "TERM SHEETS" OR
PRESENTATIONS RELATING TO ANY PROPERTY AND/OR THE LOAN), AS APPLICABLE,
INCLUDING WITHOUT LIMITATION, THE SECTIONS ENTITLED "SPECIAL CONSIDERATIONS,"
AND/OR "RISK FACTORS," AND "CERTAIN LEGAL ASPECTS OF