the Note and, to the extent not already required to be provided by Borrower
under this Agreement, Borrower and Borrower Principal shall take such reasonable
actions for the benefit of, and use reasonable efforts to provide information
not in the possession of the holder of the Note in order to satisfy the market
standards (which may include such holder's delivery of information with respect
to Borrower, Mortgage Borrower, Borrower Principal, the Collateral and the
Property to any Investor or prospective Investor) 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 such sales or transfers, including,
without limitation, to:
(A)
PROVIDE OR CAUSE THE MORTGAGE BORROWER TO PROVIDE, (I) UPDATED
FINANCIAL, BUDGET AND OTHER INFORMATION (INCLUDING, BUT NOT LIMITED TO, UPDATED
RENT ROLLS MEETING THE REQUIREMENTS SET FORTH IN SECTION 5.11(A)(I) HEREOF AND
OPERATING STATEMENTS FOR EACH PROPERTY MEETING THE REQUIREMENTS SET FORTH IN
SECTION 5.11(A)(II) HEREOF) WITH RESPECT TO EACH PROPERTY, BORROWER, MORTGAGE
BORROWER, BORROWER PRINCIPAL AND MANAGER AND (II) MODIFICATIONS AND/OR UPDATES
TO THE APPRAISALS, MARKET STUDIES, ENVIRONMENTAL REVIEWS AND REPORTS AND
ENGINEERING REPORTS OF ANY PROPERTY OBTAINED IN CONNECTION WITH THE MAKING OF
THE LOAN (ALL OF THE FOREGOING BEING REFERRED TO AS 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)
MAKE REASONABLE CHANGES TO THE ORGANIZATIONAL DOCUMENTS OF
BORROWER, MORTGAGE BORROWER OR ANY SPE COMPONENT ENTITY AND THEIR RESPECTIVE
PRINCIPALS, INCLUDING, BUT NOT LIMITED TO, CHANGES TO THE OWNERSHIP STRUCTURE OF
BORROWER AS MAY BE NECESSARY TO CREATE A SECOND BORROWER ACCEPTABLE TO LENDER IN
ITS REASONABLE DISCRETION;
(C)
INTENTIONALLY OMITTED;
(D)
PERMIT SITE INSPECTIONS, APPRAISALS, MARKET STUDIES AND OTHER DUE
DILIGENCE INVESTIGATIONS OF ANY 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;
(E)
MAKE THE REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY OR ALL
PROPERTIES, THE COLLATERAL, THE BORROWER, MORTGAGE BORROWER, BORROWER PRINCIPAL
AND THE LOAN DOCUMENTS AS ARE MADE IN THE LOAN DOCUMENTS AND SUCH OTHER
REPRESENTATIONS AND WARRANTIES AS MAY BE REASONABLY REQUESTED BY THE HOLDER OF
THE NOTE OR THE RATING AGENCIES;
(F)
EXECUTE SUCH AMENDMENTS TO THE LOAN DOCUMENTS AS MAY BE REQUESTED
BY THE HOLDER OF THE NOTE OR THE RATING AGENCIES OR OTHERWISE TO EFFECT THE
SECURITIZATION INCLUDING, WITHOUT LIMITATION, BIFURCATION OF THE LOAN INTO TWO
OR MORE COMPONENTS AND/OR SEPARATE NOTES AND/OR CREATING A SENIOR/SUBORDINATE
NOTE STRUCTURE AND/OR ADDITIONAL MEZZANINE NOTE COMPONENTS AND/OR ADJUSTING THE
RELATIVE LOAN AMOUNTS OF THE LOAN AND THE MORTGAGE LOAN; PROVIDED, HOWEVER, THAT
BORROWER SHALL NOT BE REQUIRED TO MODIFY OR AMEND ANY LOAN DOCUMENT IF SUCH
90
modification or amendment would (i) change the interest rate or the stated
maturity, except in connection with a bifurcation of the Loan