holder of the
Note and, to the extent not already required to be provided by Borrower under
this Agreement, Borrower shall satisfy the market standards to which the holder
of the Note customarily adheres or which may be reasonably required in the
marketplace or by the Rating Agencies in connection with a Securitization or the
sale of the Note or the participations or Securities, including, without
limitation, to:
(A)
(I) PROVIDE SUCH FINANCIAL AND OTHER
INFORMATION WITH RESPECT TO THE PROPERTY, BORROWER, GUARANTOR AND THE MANAGER,
(II) PROVIDE BUDGETS RELATING TO THE PROPERTY AND (III) PERFORM OR PERMIT OR
CAUSE TO BE PERFORMED OR PERMITTED SUCH SITE INSPECTION, APPRAISALS, MARKET
STUDIES, ENVIRONMENTAL REVIEWS AND REPORTS (PHASE I'S AND, IF APPROPRIATE, PHASE
II'S), ENGINEERING REPORTS AND OTHER DUE DILIGENCE INVESTIGATIONS OF THE
PROPERTY, AS MAY BE REASONABLY REQUESTED BY THE HOLDER OF THE NOTE OR THE RATING
AGENCIES OR AS MAY BE NECESSARY OR APPROPRIATE IN CONNECTION WITH THE
SECURITIZATION (THE "PROVIDED INFORMATION"), TOGETHER, IF CUSTOMARY, WITH
APPROPRIATE VERIFICATION AND/OR CONSENTS OF THE PROVIDED INFORMATION THROUGH
LETTERS OF AUDITORS OR OPINIONS OF COUNSEL OF INDEPENDENT ATTORNEYS ACCEPTABLE
TO LENDER AND THE RATING AGENCIES;
(B)
IF REQUIRED BY THE RATING AGENCIES, DELIVER
(I) A REVISED INSOLVENCY OPINION, (II) REVISED OPINIONS OF COUNSEL AS TO DUE
EXECUTION AND ENFORCEABILITY WITH RESPECT TO BORROWER, GUARANTOR AND THEIR
RESPECTIVE AFFILIATES AND THE LOAN DOCUMENTS, AND (III) REVISED ORGANIZATIONAL
DOCUMENTS FOR BORROWER, GUARANTOR AND THEIR RESPECTIVE AFFILIATES (INCLUDING,
WITHOUT LIMITATION, SUCH REVISIONS AS ARE NECESSARY TO COMPLY WITH THE
PROVISIONS OF SECTION 5.13
78
HEREOF), WHICH COUNSEL, OPINIONS AND ORGANIZATIONAL DOCUMENTS SHALL BE
SATISFACTORY TO LENDER AND THE RATING AGENCIES;
(C)
IF REQUIRED BY THE RATING AGENCIES, USE
COMMERCIALLY REASONABLE EFFORTS TO DELIVER SUCH ADDITIONAL TENANT ESTOPPEL
LETTERS, SUBORDINATION AGREEMENTS OR OTHER AGREEMENTS FROM PARTIES TO AGREEMENTS
THAT AFFECT THE PROPERTY, WHICH ESTOPPEL LETTERS, SUBORDINATION AGREEMENTS OR
OTHER AGREEMENTS SHALL BE SATISFACTORY TO LENDER AND THE RATING AGENCIES.
(D)
EXECUTE SUCH AMENDMENTS TO THE LOAN
DOCUMENTS AND ORGANIZATIONAL DOCUMENTS AS MAY BE REQUESTED BY THE HOLDER OF THE
NOTE OR THE RATING AGENCIES OR OTHERWISE TO EFFECT THE SECURITIZATION; PROVIDED,
HOWEVER, THAT BORROWER SHALL NOT BE REQUIRED TO MODIFY OR AMEND ANY LOAN
DOCUMENT IF SUCH MODIFICATION OR AMENDMENT WOULD (EXCEPT FOR MODIFICATIONS AND
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO SECTION (E) AND (F) BELOW), (I)
CHANGE THE INTEREST RATE, THE STATED MATURITY OR THE AMORTIZATION OF PRINCIPAL
SET FORTH IN THE NOTE, OR (II) MODIFY OR AMEND ANY OTHER MATERIAL ECONOMIC TERM
OF THE LOAN.
(E)
IF LENDER ELECTS, IN ITS SOLE DISCRETION,
PRIOR TO OR UPON A SECURITIZATION, TO SPLIT THE LOAN INTO TWO OR MORE PARTS, OR
THE NOTE INTO MULTIPLE COMPONENT NOTES OR TRANCHES WHICH MAY HAVE DIFFERENT
INTEREST RATES, AMORTIZATION PAYMENTS, PRINCIPAL AMOUNTS (INCLUDING, WITHOUT
LIMITATION, THE AMOUNTS AND OBLIGATIONS TO MAKE ADDITIONAL ADVANCES THEREUNDER),
PAYMENT PRIORITIES AND MATURITIES, BORROWER AGREES TO COOPERATE WITH LENDER IN
CONNECTION WITH THE FOREGOING AND TO EXECUTE THE REQUIRED MODIFICATIONS AND
AMENDMENTS TO