Section 9.1), shall 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 a
Securitization or the sale of the Note or the participations or Securities,
including, without limitation, to:
(A)
(I)
PROVIDE SUCH FINANCIAL AND OTHER INFORMATION WITH
RESPECT TO THE PROPERTIES, BORROWER, TENANTS TO THE EXTENT BORROWER IS ENTITLED
TO SUCH INFORMATION UNDER THE OPERATING LEASE, GUARANTOR, INDEMNITOR AND THE
MANAGER, (II) PROVIDE BUDGETS RELATING TO THE PROPERTIES AS MAY BE PROVIDED BY
TENANTS UNDER THE LEASES, IF ANY (BUT WHICH SHALL NOT BE REQUIRED TO BE UPDATED)
AND (III) PERMIT LENDER TO PERFORM (AT IS OWN COST) 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; PROVIDED, HOWEVER, OTHER
THAN AS REQUIRED PURSUANT TO SECTION 5.1.10 HEREOF, THAT AT NO TIME SHALL
BORROWER, GUARANTOR, INDEMNITOR OR MANAGER BE REQUIRED TO PROVIDE INFORMATION
WITH RESPECT TO (I) ANTICIPATED STORE CLOSURES AND (II) INDIVIDUAL RETAIL STORE
PROFITABILITY (INCLUDING BUT NOT LIMITED TO PER-STORE SALES OR OCCUPANCY COSTS);
(B)
IF REQUIRED BY THE RATING AGENCIES, DELIVER, AS ARE NECESSARY TO
COMPLY WITH THE PROVISIONS OF SECTION 4.1.35 HEREOF, (I) A REVISED INSOLVENCY
OPINION, (II) REVISED OPINIONS OF COUNSEL AS TO DUE EXECUTION AND ENFORCEABILITY
WITH RESPECT TO THE PROPERTIES, BORROWER, AND THE LOAN DOCUMENTS, AND (III)
REVISED ORGANIZATIONAL DOCUMENTS FOR BORROWER, AND PRINCIPAL, WHICH COUNSEL,
OPINIONS AND ORGANIZATIONAL DOCUMENTS SHALL BE SATISFACTORY TO LENDER AND THE
RATING AGENCIES;
108
(C)
INTENTIONALLY OMITTED;
(D)
EXECUTE SUCH AMENDMENTS TO THE LOAN DOCUMENTS AND ORGANIZATIONAL
DOCUMENTS AS MAY BE 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 OR ORGANIZATIONAL
DOCUMENTS IF SUCH MODIFICATION OR AMENDMENT WOULD (EXCEPT FOR MODIFICATIONS AND
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO SECTION (E) BELOW,) (I) CHANGE THE
INTEREST RATE, THE STATED MATURITY OR THE AMORTIZATION OF PRINCIPAL SET FORTH IN
THE NOTE, (II) MODIFY OR AMEND ANY OTHER MATERIAL ECONOMIC TERM OF THE LOAN
(INCLUDING ANY NON-RECOURSE CARVE-OUT PROVISIONS) OR (III) HAVE AN ADVERSE
ECONOMIC IMPACT ON BORROWER OR ANY AFFILIATE THEREOF; AND
(E)
IF LENDER ELECTS, IN ITS SOLE DISCRETION, PRIOR TO OR UPON A
SECURITIZATION, TO SPLIT THE LOAN INTO TWO OR MORE PARTS, OR THE NOTE INTO
MULTIPLE COMPONENT NOTES OR TRANCHES WHICH MAY HAVE DIFFERENT INTEREST RATES,
AMORTIZATION PAYMENTS, PRINCIPAL AMOUNTS, PAYMENT PRIORITIES, AND MATURITIES,
BORROWER AGREES TO REASONABLY COOPERATE