TO TIME REASONABLY REQUEST AND
THE TRUSTEE DETERMINES IN ITS SOLE DISCRETION MAY BE OBTAINED AND PROVIDED
WITHOUT UNREASONABLE BURDEN OR EXPENSE.
THE ISSUER SHALL PROMPTLY NOTIFY THE
TRUSTEE AND THE PREFERRED SHARES PAYING AGENT IF A RATING AGENCY'S RATING OF ANY
CLASS OF NOTES HAS BEEN, OR IT IS KNOWN BY THE ISSUER THAT SUCH RATING WILL BE,
REDUCED, OR QUALIFIED OR WITHDRAWN.
THE ISSUER, OR THE COLLATERAL MANAGER ON
BEHALF OF THE ISSUER, ALSO SHALL DELIVER TO THE RATING AGENCIES, WITHIN 10
BUSINESS DAYS AFTER EACH QUARTERLY
217
MEASUREMENT DATE, (X) A COMPLETED CERTIFICATE SUBSTANTIALLY IN THE FORM OF
EXHIBIT F HERETO, AND (Y) A COMPLETED REPORT SUBSTANTIALLY IN THE FORM OF
EXHIBIT G HERETO.
(B)
THE ISSUER, OR THE COLLATERAL MANAGER ON BEHALF OF THE ISSUER, SHALL
PROVIDE THE RATING AGENCIES WITH ALL INFORMATION AND REPORTS DELIVERED TO THE
TRUSTEE HEREUNDER.
(C)
ALL ADDITIONAL REPORTS TO BE SENT TO THE RATING AGENCIES PURSUANT TO
CLAUSE (A) ABOVE SHALL BE REVIEWED PRIOR TO SUCH TRANSMISSION BY THE COLLATERAL
MANAGER.
(D)
THE COLLATERAL MANAGER WILL USE COMMERCIALLY REASONABLE EFFORTS TO
PROVIDE FITCH WITH ANNUAL OPERATING STATEMENT ANALYSIS REPORTS IN A FORM
GENERALLY CONSISTENT WITH THE STANDARDS OF THE COMMERCIAL MORTGAGE SECURITIES
ASSOCIATION (WITH RESPECT TO LOANS) AND A QUARTERLY DATA TAPE IN THE FORM
CUSTOMARILY PREPARED BY THE COLLATERAL MANAGER WITH RESPECT TO TRANSACTIONS OF
THIS TYPE.
SECTION 10.13
[RESERVED].
SECTION 10.14
CERTAIN PROCEDURES.
(A)
FOR SO LONG AS THE NOTES MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH
RULE 144A OR ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE
ISSUER (OR THE COLLATERAL MANAGER ON BEHALF OF THE ISSUER) WILL ENSURE THAT ANY
BLOOMBERG SCREEN CONTAINING INFORMATION ABOUT THE RULE 144A GLOBAL NOTES
INCLUDES THE FOLLOWING (OR SIMILAR) LANGUAGE:
(I)
THE "NOTE BOX" ON THE BOTTOM OF THE "SECURITY DISPLAY" PAGE DESCRIBING
THE RULE 144A GLOBAL NOTES WILL STATE: "ISS'D UNDER 144A/3C7";
(II)
THE "SECURITY DISPLAY" PAGE WILL HAVE THE FLASHING RED INDICATOR "SEE
OTHER AVAILABLE INFORMATION"; AND
(III)
THE INDICATOR WILL LINK TO THE "ADDITIONAL SECURITY INFORMATION" PAGE,
WHICH WILL STATE THAT THE NOTES "ARE BEING OFFERED IN RELIANCE ON THE EXEMPTION
FROM REGISTRATION UNDER RULE 144A OF THE SECURITIES ACT TO PERSONS WHO ARE BOTH
(I) QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) AND (II) QUALIFIED PURCHASERS (AS DEFINED UNDER SECTION 3(C)(7) UNDER THE
INVESTMENT COMPANY ACT OF 1940).
(B)
FOR SO LONG AS THE RULE 144A GLOBAL NOTES ARE REGISTERED IN THE NAME OF
DTC OR ITS NOMINEE, THE ISSUER (OR THE COLLATERAL MANAGER ON BEHALF OF THE
ISSUER) WILL INSTRUCT DTC TO TAKE THESE OR SIMILAR STEPS WITH RESPECT TO THE
RULE 144A GLOBAL NOTES:
(I)
THE DTC 20-CHARACTER SECURITY DESCRIPTOR AND 48-CHARACTER ADDITIONAL
DESCRIPTOR WILL INDICATE WITH MARKER "3C7" THAT SALES ARE LIMITED TO (I) QIBS
AND (II) QUALIFIED PURCHASERS;
(II)
WHERE THE DTC DELIVER ORDER TICKET SENT TO PURCHASERS BY DTC AFTER
SETTLEMENT IS PHYSICAL, IT WILL HAVE THE 20-CHARACTER SECURITY DESCRIPTOR
PRINTED ON IT.
WHERE