OBTAINED IN CONNECTION WITH THE MAKING OF THE LOAN (ALL
OF THE FOREGOING BEING REFERRED TO AS 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)
MAKE REASONABLE CHANGES TO THE
ORGANIZATIONAL DOCUMENTS OF BORROWER, ANY SPE COMPONENT ENTITY AND THEIR
RESPECTIVE PRINCIPALS, INCLUDING, BUT NOT LIMITED TO, CHANGES TO THE OWNERSHIP
STRUCTURE OF BORROWER AS MAY BE NECESSARY TO CREATE A SECOND MEZZANINE BORROWER
ACCEPTABLE TO LENDER IN ITS REASONABLE DISCRETION;
(C)
AT BORROWER'S EXPENSE, CAUSE COUNSEL TO
RENDER OR UPDATE EXISTING OPINION LETTERS AS TO ENFORCEABILITY AND
NON-CONSOLIDATION, AND A 10B-5 COMFORT LETTER, WHICH MAY BE RELIED UPON BY THE
HOLDER OF THE NOTE, THE RATING AGENCIES AND THEIR RESPECTIVE COUNSEL, WHICH
SHALL BE DATED AS OF THE CLOSING DATE OF THE SECURITIZATION;
(D)
PERMIT SITE INSPECTIONS, APPRAISALS, MARKET
STUDIES AND OTHER DUE DILIGENCE INVESTIGATIONS OF ANY PROPERTY, 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;
(E)
MAKE THE REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO ANY OR ALL PROPERTIES, BORROWER,
BORROWER PRINCIPAL AND THE
LOAN DOCUMENTS AS ARE MADE IN THE LOAN DOCUMENTS AND SUCH OTHER REPRESENTATIONS
AND WARRANTIES AS MAY BE REASONABLY REQUESTED BY THE HOLDER OF THE NOTE OR THE
RATING AGENCIES;
(F)
EXECUTE SUCH AMENDMENTS TO THE LOAN
DOCUMENTS AS MAY BE REQUESTED BY THE HOLDER OF THE NOTE OR THE RATING AGENCIES
OR OTHERWISE TO EFFECT THE SECURITIZATION INCLUDING, WITHOUT LIMITATION,
BIFURCATION OF THE LOAN INTO TWO OR MORE COMPONENTS AND/OR SEPARATE NOTES AND/OR
CREATING A SENIOR/SUBORDINATE NOTE STRUCTURE; PROVIDED, HOWEVER, THAT BORROWER
SHALL NOT BE REQUIRED TO MODIFY OR AMEND ANY LOAN DOCUMENT IF SUCH MODIFICATION
OR AMENDMENT WOULD (I) CHANGE THE INTEREST RATE OR THE STATED MATURITY, EXCEPT
IN CONNECTION WITH A BIFURCATION OF THE LOAN WHICH MAY RESULT IN VARYING LIBOR
RATES FOR EACH COMPONENT THEREOF, BUT WHICH SHALL HAVE THE SAME WEIGHTED AVERAGE
COUPON OF THE LIBOR RATE THAT EXISTED IMMEDIATELY PRIOR TO SUCH MODIFICATION, OR
(II) IN THE REASONABLE JUDGMENT OF BORROWER, MODIFY OR AMEND ANY OTHER MATERIAL
ECONOMIC TERM OF THE LOAN, OR (III) IN THE REASONABLE JUDGMENT OF BORROWER,
MATERIALLY INCREASE BORROWER'S OBLIGATIONS AND LIABILITIES UNDER THE LOAN
DOCUMENTS;
(G)
DELIVER TO LENDER AND/OR ANY RATING AGENCY,
(I) ONE OR MORE CERTIFICATES EXECUTED BY AN OFFICER OF THE BORROWER CERTIFYING
AS TO THE ACCURACY, AS OF THE CLOSING DATE OF THE SECURITIZATION, OF ALL
REPRESENTATIONS MADE BY BORROWER IN THE LOAN DOCUMENTS AS OF THE CLOSING DATE IN
ALL RELEVANT JURISDICTIONS OR, IF SUCH REPRESENTATIONS ARE NO LONGER ACCURATE,
CERTIFYING AS TO WHAT MODIFICATIONS TO THE REPRESENTATIONS WOULD BE REQUIRED TO
MAKE SUCH REPRESENTATIONS ACCURATE AS OF THE CLOSING DATE OF THE SECURITIZATION,
AND (II) CERTIFICATES OF THE RELEVANT
114
GOVERNMENTAL AUTHORITIES IN ALL RELEVANT JURISDICTIONS INDICATING THE GOOD
STANDING AND QUALIFICATION