INVESTORS AND/OR THE RATING
AGENCIES.
ALL REASONABLE THIRD PARTY COSTS ACTUALLY INCURRED BY BORROWER, ANY
BORROWER PARTY, OR ANY NEW MEZZANINE BORROWER IN CONNECTION WITH COMPLYING WITH
REQUESTS MADE UNDER THIS SECTION 9.1.2 SHALL BE PAID BY LENDER. NOTWITHSTANDING
THE FOREGOING, BORROWER SHALL NOT BE REQUIRED TO TAKE ANY ACTION UNDER THIS
SECTION 9.1.2 THAT WOULD RESULT IN ANY BREACH OF ITS REPRESENTATIONS, WARRANTIES
OR COVENANTS CONTAINED IN SECTION 5.1.10.
9.1.3.
RE-DATING.
IN CONNECTION WITH A SECURITIZATION OR OTHER SALE OF
ALL OR A PORTION OF THE LOAN, LENDER SHALL HAVE THE RIGHT TO MODIFY ALL
OPERATIVE DATES (EXCLUDING THE MATURITY DATE BUT INCLUDING PAYMENT DATES,
INTEREST PERIOD START DATES AND END DATES, ETC.) UNDER THE LOAN DOCUMENTS, BY UP
TO TEN (10) DAYS (SUCH ACTION AND ALL RELATED ACTION IS A "RE-DATING").
BORROWER SHALL COOPERATE WITH LENDER, AT LENDER'S EXPENSE, TO IMPLEMENT ANY
RE-DATING.
IF BORROWER FAILS TO COOPERATE WITH LENDER WITHIN TEN (10) BUSINESS
DAYS OF WRITTEN REQUEST BY LENDER, LENDER IS HEREBY APPOINTED AS BORROWER'S
ATTORNEY IN FACT TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO ACCOMPLISH THE
RE-DATING.
SECTION 9.2.
SECURITIZATION INDEMNIFICATION.
(A)
BORROWER UNDERSTANDS THAT CERTAIN OF THE PROVIDED INFORMATION MAY
BE INCLUDED IN DISCLOSURE DOCUMENTS IN CONNECTION WITH THE SECURITIZATION 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 RELATING TO THE
SECURITIZATION.
IN THE EVENT THAT THE DISCLOSURE DOCUMENT IS REQUIRED TO BE
REVISED PRIOR TO THE SALE OF ALL SECURITIES, BORROWER WILL COOPERATE WITH THE
HOLDER OF THE NOTE (AT SUCH HOLDER'S EXPENSE) IN UPDATING THE
175
DISCLOSURE DOCUMENT BY PROVIDING ALL CURRENT INFORMATION NECESSARY TO KEEP THE
PROVIDED INFORMATION CONTAINED THEREIN ACCURATE AND COMPLETE IN ALL MATERIAL
RESPECTS.
(B)
BORROWER AGREES TO PROVIDE, IN CONNECTION WITH THE SECURITIZATION,
AN INDEMNIFICATION AGREEMENT (I) CERTIFYING THAT (A) THE INDEMNIFYING PERSONS
HAVE CAREFULLY EXAMINED THE DISCLOSURE DOCUMENTS, INCLUDING, WITHOUT LIMITATION,
THE SECTIONS ENTITLED "RISK FACTORS," "SPECIAL CONSIDERATIONS," "DESCRIPTION OF
THE MORTGAGES," "DESCRIPTION OF THE MORTGAGE LOANS AND MORTGAGED PROPERTY," "THE
MANAGER," "THE BORROWER" AND "CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOAN," AND
(B) SUCH SECTIONS AND SUCH OTHER INFORMATION IN THE DISCLOSURE DOCUMENTS (IN
EACH CASE ONLY TO THE EXTENT SUCH INFORMATION RELATES TO OR INCLUDES ANY
PROVIDED INFORMATION) (COLLECTIVELY WITH THE PROVIDED INFORMATION, THE "COVERED
DISCLOSURE INFORMATION") DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE,
IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING,
(II) JOINTLY AND SEVERALLY INDEMNIFYING LENDER, CREDIT SUISSE (WHETHER OR NOT IT
IS LENDER), ANY AFFILIATE OF CREDIT SUISSE THAT HAS FILED ANY REGISTRATION
STATEMENT RELATING TO THE SECURITIZATION OR HAS ACTED AS THE SPONSOR OR
DEPOSITOR IN CONNECTION