not already
required to be provided by Borrower under this Agreement, Borrower shall
cooperate with Lender to allow Lender to 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 the sale of the
Note or participations therein or securitization (such sale and/or
securitization, the "Securitization") of rated single or multi-class securities
(the "Securities") secured by or evidencing ownership interests in the Note and
the Mortgage.
In this regard Borrower shall:
(A)
(I)
PROVIDE SUCH FINANCIAL AND OTHER INFORMATION WITH
RESPECT TO THE PROPERTIES, BORROWER AND THE MANAGER (INCLUDING, WITHOUT
LIMITATION, INFORMATION REQUIRED PURSUANT TO SECTION 5.1.11 HEREOF),
(II) PROVIDE BUDGETS RELATING TO THE PROPERTIES AND (III) TO 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
PROPERTIES, 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)
CAUSE COUNSEL TO RENDER OPINIONS, WHICH MAY BE RELIED UPON BY THE
HOLDER OF THE NOTE, THE RATING AGENCIES AND THEIR RESPECTIVE COUNSEL, AGENTS AND
REPRESENTATIVES, AS TO NON-CONSOLIDATION, FRAUDULENT CONVEYANCE, AND TRUE SALE
AND/OR LEASE OR ANY OTHER OPINION CUSTOMARY IN SECURITIZATION TRANSACTIONS,
WHICH COUNSEL AND OPINIONS SHALL BE REASONABLY SATISFACTORY TO THE HOLDER OF THE
NOTE AND THE RATING AGENCIES;
(C)
MAKE SUCH REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE OF
THE SECURITIZATION WITH RESPECT TO THE PROPERTIES, BORROWER, AND THE LOAN
DOCUMENTS AS ARE CONSISTENT WITH THE REPRESENTATIONS AND WARRANTIES MADE IN THE
LOAN DOCUMENTS; AND
(D)
DELIVER AN ADDITIONAL INSOLVENCY OPINION, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE HOLDER OF THE NOTE AND THE RATING AGENCIES, IF
REQUESTED BY THE HOLDER THE NOTE OR THE RATING AGENCIES;
(E)
INTENTIONALLY OMITTED; AND
(F)
EXECUTE SUCH OTHER AMENDMENTS TO THE LOAN DOCUMENTS AND
ORGANIZATIONAL DOCUMENTS AS MAY BE REASONABLY 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 (I) CHANGE THE WEIGHTED AVERAGE
INTEREST RATE (SUBJECT TO THE QUALIFICATION STATED IN SECTION 9.1.2 BELOW
RELATED TO CHANGES IN THE WEIGHTED AVERAGE INTEREST RATE FOLLOWING THE
PREPAYMENT OF PRINCIPAL OR AND EVENT OF DEFAULT), 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;
(G)
IF REQUESTED BY LENDER, REVIEW ANY INFORMATION REGARDING THE
PROPERTY, BORROWER, GUARANTOR, INDEMNITOR AND THE LOAN WHICH IS CONTAINED IN A