THE LOAN DOCUMENTS, OR (B) ANY OTHER
OBLIGATION OF BORROWER UNDER THE LOAN DOCUMENTS IN ANY MATERIAL RESPECT.
IN
CONNECTION WITH THE TRANSFER OF ANY SUCH AFFECTED PROPERTY AS PROVIDED FOR IN
THIS SECTION 9.1.3, THE LOAN SHALL BE REDUCED BY AN AMOUNT EQUAL TO AMOUNT OF
THE NEW NOTE APPLICABLE TO SUCH AFFECTED PROPERTY AND THE NEW LOAN SECURED BY
SUCH AFFECTED PROPERTY AND EVIDENCED BY THE NEW NOTE SHALL BE IN AN AMOUNT EQUAL
TO SUCH ALLOCATED PRINCIPAL AMOUNT.
SUBSEQUENT TO THE RELEASE OF THE AFFECTED
PROPERTY FROM THE LIEN OF THE LOAN PURSUANT TO THIS SECTION 9.1.3, THE BALANCES
OF THE COMPONENTS OF THE LOAN SHALL BE THE SAME AS THEY WOULD HAVE BEEN HAD A
PREPAYMENT OCCURRED IN AN AMOUNT EQUAL TO THE ALLOCATED PRINCIPAL AMOUNT OF THE
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AFFECTED PROPERTY.
AT THE REQUEST OF LENDER, BORROWER SHALL OTHERWISE COOPERATE
WITH LENDER IN ITS ATTEMPT TO SATISFY ALL REQUIREMENTS NECESSARY IN ORDER FOR
LENDER TO OBTAIN WRITTEN CONFIRMATION FROM THE RATING AGENCIES THAT SUCH
TRANSFER OF THE AFFECTED PROPERTY FROM THE SECURITIZATION AND SPLITTING OF THE
LOAN SHALL NOT CAUSE A DOWNGRADE, WITHDRAWAL OR QUALIFICATION OF THE THEN
CURRENT RATINGS OF THE SECURITIES OR ANY CLASS THEREOF, WHICH REQUIREMENTS SHALL
INCLUDE, WITHOUT LIMITATION:
(A) DELIVERY OF EVIDENCE THAT THE SINGLE PURPOSE
NATURE AND BANKRUPTCY REMOTENESS OF THE INDIVIDUAL BORROWERS OWNING PROPERTIES
OTHER THAN THE AFFECTED PROPERTY FOLLOWING SUCH RELEASE HAVE NOT BEEN ADVERSELY
AFFECTED AND ARE IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT
(WHICH EVIDENCE MAY INCLUDE A "BRING-DOWN" OF THE INSOLVENCY OPINION); AND
(B) THE EXECUTION OF SUCH DOCUMENTS AND INSTRUMENTS AND DELIVERY BY LENDER OF
SUCH OPINIONS OF COUNSEL AS ARE TYPICAL FOR SIMILAR TRANSACTIONS, INCLUDING, AN
OPINION OF COUNSEL THAT THE RELEASE OF THE AFFECTED PROPERTY WILL NOT BE A
"SIGNIFICANT MODIFICATION" OF THIS LOAN WITHIN THE MEANING OF SECTION 1.1001-3
OF THE REGULATIONS OF THE UNITED STATES DEPARTMENT OF THE TREASURY AND THAT ALL
OTHER REQUIREMENTS APPLICABLE, IF ANY, TO A REMIC TRUST, HAVE BEEN SATISFIED OR
HAVE NOT OTHERWISE BEEN VIOLATED.
All material out-of-pocket third party costs and expenses incurred by Borrower
or Lender in connection with complying with requests made under this Section 9.1
shall be paid by Borrower.
Section 9.2
Securitization; Indemnification.
(A)
BORROWER UNDERSTANDS THAT CERTAIN OF THE PROVIDED INFORMATION MAY
BE INCLUDED IN DISCLOSURE DOCUMENTS IN CONNECTION WITH THE SECURITIZATION,
INCLUDING, WITHOUT LIMITATION, A PROSPECTUS, PROSPECTUS SUPPLEMENT 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 OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED (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 WILL COOPERATE WITH THE HOLDER OF THE