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200507874
<br />(d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any
<br />action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of
<br />Borrower or any other Cross - collateralized Borrower or any such General Partner, guarantor or indemnitor, or by
<br />any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default
<br />or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with
<br />Borrower or any other Cross - collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or
<br />dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
<br />Section 18.28. Publicity. All promotional news releases, publicity or advertising by Manager, Borrower or
<br />their respective Affiliates through any media intended to reach the general public shall not refer to the Loan
<br />Documents or the financing evidenced by the Loan Documents, or to Lender or to any of its Affiliates without the
<br />prior written approval of Lender or such Affiliate, as applicable, in each instance, such approval not to be
<br />unreasonably withheld or delayed. Lender shall be authorized to provide information relating to the Property, the
<br />Loan and matters relating thereto to rating agencies, underwriters, potential securities investors, auditors, regulatory
<br />authorities and to any Persons which may be entitled to such information by operation of law. Notwithstanding the
<br />foregoing, Lender shall obtain Borrower's written approval (which approval shall not unreasonably be withheld,
<br />delayed or conditioned) prior to releasing any publicity articles or advertisements (such as "tombstones ")
<br />concerning the finances of the Property or the Loan.
<br />Section 18.29. Securitization Opinions. In the event the Loan is included as an asset of a Securitization by
<br />Lender or any of its Affiliates, Borrower shall, within fifteen (15) Business Days after Lender's written request
<br />therefor, at Lender's sole cost and expense, deliver opinions in form and substance and delivered by counsel
<br />reasonably acceptable to Lender and each Rating Agency, as may be reasonably required by Lender and/or the
<br />Rating Agency in connection with such securitization. Borrower's failure to deliver the opinions required hereby
<br />within such fifteen (15) Business Day period shall constitute an "Event of Default" hereunder.
<br />Section 18.30. Cooperation with Rating Agencies, Borrower covenants and agrees that in the event the
<br />Loan is to be included as an asset of a Securitization, Borrower shall (a) gather any information reasonably required
<br />by each Rating Agency in connection with such a Securitization, (b) at Lender's request, meet with representatives
<br />of each Rating Agency to discuss the business and operations of the Property, and (c) cooperate with the reasonable
<br />requests of each Rating Agency and Lender in connection with all of the foregoing as well as in connection with all
<br />other matters and the preparation of any offering documents with respect thereto, including, without limitation,
<br />entering into any amendments or modifications to this Security Instrument or to any other Loan Document which
<br />may be requested by Lender to conform to Rating Agency or market standards for a Securitization provided that no
<br />such modification shall modify (a) the interest rate payable under the Note, (b) the stated maturity of the Note, (c)
<br />the amortization of principal under the Note, (d) Section 18.32 hereof, (e) any other material economic term of the
<br />Loan or (f) any provision, the effect of which would materially increase Borrower's obligations or materially
<br />decrease Borrower's rights under the Loan Documents. Borrower acknowledges that the information provided by
<br />Borrower to Lender may be incorporated into the offering documents for a Securitization and to the fullest extent
<br />permitted, Borrower irrevocably waives all rights, if any, to prohibit such disclosures including, without limitation,
<br />any right of privacy. Lender and each Rating Agency shall be entitled to rely on the information supplied by, or on
<br />behalf of, Borrower and Borrower indemnifies and holds harmless the Indemnified Parties, their Affiliates and each
<br />Person who controls such Persons within the meaning of Section 15 of the Securities Act or Section 20 of the
<br />Securities Exchange Act of 1934, as same may be amended from time to time, for, from and against any claims,
<br />demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or
<br />unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including,
<br />without limitation, reasonable attorneys' fees and disbursements that arise out of or are based upon any untrue
<br />statement or alleged untrue statement of any material fact contained in such information or arise out of or are based
<br />upon the omission or alleged omission to state therein a material fact required to be stated in such information or
<br />necessary in order to make the statements in such information, or in light of the circumstances under which they
<br />were made, not misleading.
<br />Section 18.31. Securitization Financials. Borrower covenants and agrees that, upon Lender's written
<br />request therefor in connection with a Securitization, Borrower shall, at Lender's sole cost and expense, promptly
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