ANY SECONDARY MARKET TRANSACTION, BORROWER
SHALL USE ALL REASONABLE EFFORTS AND COOPERATE FULLY AND IN GOOD FAITH WITH
LENDER AND OTHERWISE ASSIST LENDER IN SATISFYING THE MARKET STANDARDS TO WHICH
LENDER CUSTOMARILY ADHERES OR WHICH MAY BE REASONABLY REQUIRED IN THE
MARKETPLACE OR BY THE RATING AGENCIES IN CONNECTION WITH ANY SUCH SECONDARY
MARKET TRANSACTIONS, INCLUDING: (A) TO (I) PROVIDE SUCH FINANCIAL AND OTHER
INFORMATION WITH RESPECT TO THE PROPERTY, BORROWER AND THEIR AFFILIATES, MANAGER
AND ANY TENANTS OF THE PROPERTY, (II) PROVIDE BUSINESS PLANS AND BUDGETS
RELATING TO THE PROPERTY AND (III) PERFORM OR PERMIT OR CAUSE TO BE PERFORMED OR
PERMITTED SUCH SITE INSPECTION, APPRAISALS, SURVEYS, MARKET STUDIES,
ENVIRONMENTAL REVIEWS AND REPORTS, ENGINEERING REPORTS AND OTHER DUE DILIGENCE
INVESTIGATIONS OF THE PROPERTY, AS MAY BE REASONABLY REQUESTED FROM TIME TO TIME
BY LENDER OR THE RATING AGENCIES OR AS MAY BE NECESSARY OR APPROPRIATE IN
CONNECTION WITH A SECONDARY MARKET TRANSACTION OR EXCHANGE ACT REQUIREMENTS (THE
ITEMS PROVIDED TO LENDER PURSUANT TO CLAUSES (I) AND (II) OF THIS PARAGRAPH
(A) BEING CALLED THE "PROVIDED INFORMATION"), TOGETHER, IF
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CUSTOMARY, WITH APPROPRIATE VERIFICATION OF AND/OR CONSENTS TO THE PROVIDED
INFORMATION THROUGH LETTERS OF AUDITORS OR OPINIONS OF COUNSEL OF INDEPENDENT
ATTORNEYS ACCEPTABLE TO LENDER AND THE RATING AGENCIES; (B) AT BORROWER'S
EXPENSE, CAUSE COUNSEL TO RENDER OPINIONS AS TO NON-CONSOLIDATION (WHICH MAY BE
AN UPDATE OF AN EXISTING NON-CONSOLIDATION OPINION) AND ANY OTHER OPINION
CUSTOMARY IN SECURITIZATION TRANSACTIONS WITH RESPECT TO THE PROPERTY, BORROWER
AND THEIR AFFILIATES, WHICH COUNSEL AND OPINIONS SHALL BE REASONABLY
SATISFACTORY TO LENDER AND THE RATING AGENCIES; (C) MAKE SUCH REPRESENTATIONS
AND WARRANTIES AS OF THE CLOSING DATE OF ANY SECONDARY MARKET TRANSACTION WITH
RESPECT TO THE PROPERTY, BORROWER AND THE LOAN DOCUMENTS AS ARE CUSTOMARILY
PROVIDED IN SUCH TRANSACTIONS AND AS MAY BE REASONABLY REQUESTED BY LENDER OR
THE RATING AGENCIES AND CONSISTENT WITH THE FACTS COVERED BY SUCH
REPRESENTATIONS AND WARRANTIES AS THEY EXIST ON THE DATE THEREOF, INCLUDING THE
REPRESENTATIONS AND WARRANTIES MADE IN THE LOAN DOCUMENTS; (D) PROVIDE CURRENT
CERTIFICATES OF GOOD STANDING AND QUALIFICATION WITH RESPECT TO BORROWER FROM
APPROPRIATE GOVERNMENTAL AUTHORITIES; AND (E) EXECUTE SUCH AMENDMENTS TO THE
LOAN DOCUMENTS AND BORROWER'S ORGANIZATIONAL DOCUMENTS, AS MAY BE REQUESTED BY
LENDER OR THE RATING AGENCIES OR OTHERWISE TO EFFECT A SECONDARY MARKET
TRANSACTION, PROVIDED THAT NOTHING CONTAINED IN THIS SUBSECTION (E) SHALL RESULT
IN CHANGES TO LOAN TERMS ADVERSE TO BORROWER OR REQUIRE BORROWER TO INCUR ANY
ADDITIONAL LIABILITIES.
BORROWER'S COOPERATION OBLIGATIONS SET FORTH HEREIN
SHALL CONTINUE UNTIL THE LOAN HAS BEEN PAID IN FULL.
9.1.2
USE OF INFORMATION.
BORROWER UNDERSTANDS THAT ALL OR
ANY PORTION OF THE PROVIDED INFORMATION AND ANY OTHER INFORMATION AND/OR
MATERIAL DELIVERED BY OR ON BEHALF OF BORROWER, GUARANTOR OR ANY OF THEIR
RESPECTIVE AFFILIATES MAY BE INCLUDED IN DISCLOSURE DOCUMENTS IN CONNECTION WITH
A SECONDARY MARKET TRANSACTION, INCLUDING A PROSPECTUS OR PRIVATE PLACEMENT
MEMORANDUM (EACH, A "DISCLOSURE DOCUMENT") AND MAY ALSO BE INCLUDED IN FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO