THE CLOSING DATE, THE CREDIT PARTIES SHALL
85
TAKE SUCH ACTIONS AS THE ADMINISTRATIVE AGENT SHALL REQUIRE TO OBTAIN A FIRST
PRIORITY PERFECTED SECURITY INTEREST IN SUCH COLLATERAL.
(B)
THE CREDIT PARTIES SHALL CAUSE EACH SERVICER
TO PROVIDE TO THE ADMINISTRATIVE AGENT AND TO THE CUSTODIAN VIA ELECTRONIC
TRANSMISSION, A REMITTANCE REPORT ON A MONTHLY BASIS BY NO LATER THAN THE 15TH
DAY OF EACH MONTH (THE "REPORTING DATE") CONTAINING SERVICING INFORMATION,
INCLUDING WITHOUT LIMITATION THOSE FIELDS REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT FROM TIME TO TIME, ON A LOAN-BY-LOAN BASIS AND IN THE
AGGREGATE, WITH RESPECT TO THE MORTGAGED ASSETS SERVICED HEREUNDER BY ANY CREDIT
PARTY OR ANY SERVICER FOR THE MONTH (OR ANY PORTION THEREOF) PRIOR TO THE
REPORTING DATE (SUCH REMITTANCE REPORT, AN "ASSET TAPE").
TO THE EXTENT IT HAS
CONTROL, NO CREDIT PARTY SHALL CAUSE OR PERMIT ANY MORTGAGE ASSETS TO BE
SERVICED BY ANY SERVICER OTHER THAN A QUALIFIED SERVICER.
SECTION 5.13
INTEREST RATE PROTECTION AGREEMENTS.
Each Credit Party shall enter into Interest Rate Protection
Agreement(s) selected by such Credit Party and acceptable to the Administrative
Agent with respect to all Mortgaged Assets which have a fixed rate of interest
or yield and each Credit Party shall enter into such other Interest Rate
Protection Agreement(s) with respect to any or all of the Mortgaged Assets as
the Administrative Agent may from time to time request.
Each Credit Party shall
take all such steps as the Administrative Agent deems necessary to perfect the
security interest granted in each Interest Rate Protection Agreement pursuant to
Section 4.2(u) of this Agreement.
Each Credit Party shall perform its duties
and obligations under and shall otherwise maintain any existing Interest Rate
Protection Agreements to which it is a party.
SECTION 5.14
CUSTODIAL AND CONTROL AGREEMENTS.
The Borrowers shall maintain each of the Custodial Agreement and the Account
Control Agreement in full force and effect and shall not amend or modify the
Custodial Agreement or the Account Control Agreement or waive compliance with
any provisions thereunder without the prior written consent of the
Administrative Agent.
SECTION 5.15
FURTHER ASSURANCES.
(A)
PUBLIC/PRIVATE DESIGNATION.
THE CREDIT
PARTIES WILL COOPERATE WITH THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
PUBLICATION OF CERTAIN MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF
THE CREDIT PARTIES TO THE ADMINISTRATIVE AGENT AND LENDERS (COLLECTIVELY,
"INFORMATION MATERIALS") PURSUANT TO THIS ARTICLE V OR THE OTHER CREDIT
DOCUMENTS AND WILL DESIGNATE INFORMATION MATERIALS (I) THAT ARE AVAILABLE TO THE
PUBLIC AS "PUBLIC INFORMATION" AND (II) THAT ARE NOT PUBLIC INFORMATION AS
"PRIVATE INFORMATION".
(B)
ADDITIONAL INFORMATION.
THE CREDIT PARTIES
SHALL PROVIDE SUCH INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND
FINANCIAL CONDITION OF THE CREDIT PARTIES OR ANY OF THEIR SUBSIDIARIES OR
AFFILIATES AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.
SECTION 5.16
PERFORMANCE AND COMPLIANCE WITH
COLLATERAL.
The Credit Parties shall, at their expense, timely and fully perform and comply
(and shall cause their Consolidated Subsidiaries and shall use commercially
reasonable efforts to cause the Transferors, the