THE FINANCING EVIDENCED BY THE LOAN DOCUMENTS, OR TO LENDER OR TO ANY OF ITS
AFFILIATES WITHOUT THE PRIOR WRITTEN APPROVAL OF LENDER OR SUCH AFFILIATE, AS
APPLICABLE, IN EACH INSTANCE, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR
DELAYED. LENDER SHALL BE AUTHORIZED TO PROVIDE INFORMATION RELATING TO THE
PROPERTY, THE LOAN AND MATTERS RELATING THERETO TO RATING AGENCIES,
UNDERWRITERS, POTENTIAL SECURITIES INVESTORS, AUDITORS, REGULATORY AUTHORITIES
AND TO ANY PERSONS WHICH MAY BE ENTITLED TO SUCH INFORMATION BY OPERATION OF LAW
AND MAY USE BASIC TRANSACTION INFORMATION (INCLUDING, WITHOUT LIMITATION, THE
NAME OF BORROWER, THE NAME AND ADDRESS OF THE PROPERTY AND THE LOAN AMOUNT) IN
PRESS RELEASES OR OTHER MARKETING MATERIALS.
SECTION 18.29. SECURITIZATION OPINIONS. IN THE EVENT THE LOAN IS INCLUDED AS AN
ASSET OF A SECURITIZATION BY LENDER OR ANY OF ITS AFFILIATES, BORROWER SHALL,
WITHIN FIFTEEN (15) BUSINESS DAYS AFTER LENDER'S WRITTEN REQUEST THEREFOR, AT
LENDER'S SOLE BUT REASONABLE COST AND EXPENSE,
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DELIVER OPINIONS IN FORM AND SUBSTANCE AND DELIVERED BY COUNSEL REASONABLY
ACCEPTABLE TO LENDER AND EACH RATING AGENCY, AS MAY BE REASONABLY REQUIRED BY
LENDER AND/OR THE RATING AGENCY IN CONNECTION WITH SUCH SECURITIZATION.
BORROWER'S FAILURE TO DELIVER THE OPINIONS REQUIRED HEREBY WITHIN SUCH FIFTEEN
(15) BUSINESS DAY PERIOD SHALL CONSTITUTE AN "EVENT OF DEFAULT" HEREUNDER.
SECTION 18.30. COOPERATION WITH RATING AGENCIES. BORROWER COVENANTS AND AGREES
THAT IN THE EVENT THE LOAN IS TO BE INCLUDED AS AN ASSET OF A SECURITIZATION,
BORROWER SHALL, AT THE SOLE COST AND EXPENSE OF LENDER, PROVIDED THAT LENDER
SHALL ONLY BE OBLIGATED TO REIMBURSE BORROWER FOR REASONABLE AND ACTUAL
OUT-OF-POCKET THIRD PARTY COSTS INCURRED BY BORROWER, (A) GATHER ANY INFORMATION
REASONABLY REQUIRED BY EACH RATING AGENCY IN CONNECTION WITH SUCH A
SECURITIZATION, (B) AT LENDER'S REQUEST, MEET WITH REPRESENTATIVES OF EACH
RATING AGENCY TO DISCUSS THE BUSINESS AND OPERATIONS OF THE PROPERTY, AND (C)
COOPERATE WITH THE REASONABLE REQUESTS OF EACH RATING AGENCY AND LENDER IN
CONNECTION WITH ALL OF THE FOREGOING AS WELL AS IN CONNECTION WITH ALL OTHER
MATTERS AND THE PREPARATION OF ANY OFFERING DOCUMENTS WITH RESPECT THERETO,
INCLUDING, WITHOUT LIMITATION, ENTERING INTO ANY AMENDMENTS OR MODIFICATIONS TO
THIS SECURITY INSTRUMENT OR TO ANY OTHER LOAN DOCUMENT WHICH MAY BE REQUESTED BY
LENDER TO CONFORM TO RATING AGENCY OR MARKET STANDARDS FOR A SECURITIZATION
PROVIDED THAT NO SUCH MODIFICATION SHALL MODIFY (A) THE INTEREST RATE PAYABLE
UNDER THE NOTE, (B) THE STATED MATURITY OF THE NOTE, (C) THE AMORTIZATION OF
PRINCIPAL UNDER THE NOTE, (D) SECTION 18.32 HEREOF, (E) ANY OTHER ECONOMIC TERM
OF THE LOAN OR (F) ANY PROVISION, THE EFFECT OF WHICH WOULD INCREASE BORROWER'S
OBLIGATIONS OR DECREASE BORROWER'S RIGHTS UNDER THE LOAN DOCUMENTS. BORROWER
ACKNOWLEDGES THAT THE INFORMATION PROVIDED BY BORROWER TO LENDER MAY BE
INCORPORATED INTO THE OFFERING DOCUMENTS FOR A SECURITIZATION AND, TO THE
FULLEST EXTENT PERMITTED, BORROWER IRREVOCABLY WAIVES ALL RIGHTS, IF ANY, TO
PROHIBIT SUCH DISCLOSURES INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF PRIVACY.
LENDER AND EACH RATING AGENCY SHALL BE ENTITLED TO RELY ON