ANY TENANTS OF THE PROPERTY, (II)
PROVIDE BUSINESS PLANS AND BUDGETS
RELATING TO THE PROPERTY AND (III)
PERFORM OR PERMIT OR CAUSE TO BE PERFORMED
OR PERMITTED SUCH SITE INSPECTION, APPRAISALS, SURVEYS, MARKET STUDIES,
ENVIRONMENTAL REVIEWS AND REPORTS, ENGINEERING REPORTS AND OTHER DUE DILIGENCE
INVESTIGATIONS OF THE PROPERTY, AS MAY BE REASONABLY REQUESTED FROM TIME TO TIME
BY LENDER OR THE RATING AGENCIES OR AS MAY BE NECESSARY OR APPROPRIATE IN
CONNECTION WITH A SECONDARY MARKET TRANSACTION OR EXCHANGE ACT REQUIREMENTS (THE
ITEMS PROVIDED TO LENDER PURSUANT TO CLAUSES (I) AND (II) OF THIS PARAGRAPH
(A) BEING CALLED THE "PROVIDED INFORMATION"), TOGETHER, IF CUSTOMARY, WITH
APPROPRIATE VERIFICATION OF AND/OR CONSENTS TO THE PROVIDED INFORMATION THROUGH
LETTERS OF AUDITORS OR OPINIONS OF COUNSEL OF INDEPENDENT ATTORNEYS ACCEPTABLE
TO LENDER AND THE RATING AGENCIES; (B) AT BORROWER'S EXPENSE, CAUSE COUNSEL TO
RENDER OPINIONS AS TO NON-CONSOLIDATION (WHICH MAY BE AN UPDATE OF AN EXISTING
NON-CONSOLIDATION OPINION) AND ANY OTHER OPINION CUSTOMARY IN SECURITIZATION
TRANSACTIONS WITH RESPECT TO THE PROPERTY, BORROWER AND ITS AFFILIATES, WHICH
COUNSEL AND OPINIONS SHALL BE REASONABLY SATISFACTORY TO LENDER AND THE RATING
AGENCIES; (C) MAKE SUCH REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE OF
ANY SECONDARY MARKET TRANSACTION WITH RESPECT TO THE PROPERTY, BORROWER AND THE
LOAN DOCUMENTS AS ARE CUSTOMARILY PROVIDED IN SUCH TRANSACTIONS AND AS MAY BE
REASONABLY REQUESTED BY LENDER OR THE RATING AGENCIES AND CONSISTENT WITH THE
FACTS COVERED BY SUCH REPRESENTATIONS AND WARRANTIES AS THEY EXIST ON THE DATE
THEREOF, INCLUDING THE REPRESENTATIONS AND WARRANTIES MADE IN THE LOAN
DOCUMENTS; (D) PROVIDE CURRENT CERTIFICATES OF GOOD STANDING AND QUALIFICATION
WITH RESPECT TO BORROWER AND GUARANTOR FROM APPROPRIATE GOVERNMENTAL
AUTHORITIES; AND (E) EXECUTE SUCH
65
AMENDMENTS TO THE LOAN DOCUMENTS AND BORROWER'S ORGANIZATIONAL DOCUMENTS, AS MAY
BE REQUESTED BY LENDER OR THE RATING AGENCIES OR OTHERWISE TO EFFECT A SECONDARY
MARKET TRANSACTION, PROVIDED THAT NOTHING CONTAINED IN THIS SUBSECTION (E) SHALL
RESULT IN CHANGES TO LOAN TERMS ADVERSE TO BORROWER OR REQUIRE BORROWER TO INCUR
ANY ADDITIONAL LIABILITIES. BORROWER'S COOPERATION OBLIGATIONS SET FORTH HEREIN
SHALL CONTINUE UNTIL THE LOAN HAS BEEN PAID IN FULL.
9.1.2
USE OF INFORMATION. BORROWER UNDERSTANDS THAT ALL OR ANY PORTION OF
THE PROVIDED INFORMATION AND ANY OTHER INFORMATION AND/OR MATERIALS DELIVERED BY
OR ON BEHALF OF BORROWER, GUARANTOR OR ANY OF THEIR RESPECTIVE AFFILIATES MAY BE
INCLUDED IN DISCLOSURE DOCUMENTS IN CONNECTION WITH A SECONDARY MARKET
TRANSACTION, INCLUDING A PROSPECTUS 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 OR OTHER
PARTIES RELATING TO THE SECONDARY MARKET TRANSACTION. IF THE DISCLOSURE DOCUMENT
IS REQUIRED TO BE REVISED, BORROWER SHALL COOPERATE WITH LENDER IN UPDATING THE
PROVIDED INFORMATION OR SUCH OTHER INFORMATION