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This excerpt taken from the MPG 8-K filed Jul 27, 2009. Exchange Act” shall mean Securities Exchange Act of 1934, as amended from time to time.
Section 1.10 - Fair Market Value
“ These excerpts taken from the MPG 10-Q filed May 12, 2008. Exchange Act”), or provided or
made available to Investors in the Securities, the Rating Agencies and service
providers relating to such Securitization. In the event that such
Disclosure Document is required to be revised prior to the sale of all
Securities, Borrower, and its respective Affiliates will cooperate with the
holder of the Note in updating the Disclosure Document by providing all current
information necessary to keep the Disclosure Document accurate and complete in
all material respects; provided, however, that this
provision shall be limited to those portions of the Disclosure Document that
described Owner, Borrower or any of their Affiliates, the Property, the
Collateral, the Loan or the other Loan Documents.
(b) In
the case of each Securitization, Borrower agrees to cooperate in connection with
(i) the preparation of a preliminary and a final private placement
memorandum and/or (ii) the preparation of a preliminary and final
prospectus or prospectus supplement, as applicable, and (iii) the execution
of an indemnification certificate (A) certifying that Borrower has
carefully examined in each such memorandum or prospectus, as applicable, all
sections containing information relating to the Collateral, the Property,
Parent, Owner, Borrower, any Affiliates of Parent, Owner, Borrower, or the Loan,
and that such information included therein (collectively, the “ Exchange Act”), or provided or
made available to Investors in the Securities, the Rating Agencies and service
providers relating to such Securitization. In the event that such
Disclosure Document is required to be revised prior to the sale of all
Securities, Borrower, and its respective Affiliates will cooperate with the
holder of the Note in updating the Disclosure Document by providing all current
information necessary to keep the Disclosure Document accurate and complete in
all material respects; provided, however, that this
provision shall be limited to those portions of the Disclosure Document that
described Owner, Senior Mezzanine Loan Borrower, Borrower or any of their
Affiliates, the Property, the Collateral, the Loan or the other Loan
Documents.
(b) In
the case of each Securitization, Borrower agrees to cooperate in connection with
(i) the preparation of a preliminary and a final private placement
memorandum and/or (ii) the preparation of a preliminary and final
prospectus or prospectus supplement, as applicable, and (iii) the execution
of an indemnification certificate (A) certifying that Borrower has
carefully examined in each such memorandum or prospectus, as applicable, all
sections containing information relating to the Collateral, the Senior Mezzanine
Loan Collateral, the Property, Parent, Owner, Senior Mezzanine Loan Borrower,
Borrower, any Affiliates of Parent, Owner, Senior Mezzanine Loan Borrower,
Borrower, or the Loan, and that such information included therein (collectively,
the “ Exchange Act”), or provided or
made available to Investors in the Securities, the Rating Agencies and service
providers relating to such Securitization. In the event that such
Disclosure Document is required to be revised prior to the sale of all
Securities, Borrower, and its respective Affiliates will cooperate with the
holder of the Note in updating the Disclosure Document by providing all current
information necessary to keep the Disclosure Document accurate and complete in
all material respects; provided, however, that this
provision shall be limited to those portions of the Disclosure Document that
described Borrower or any of its Affiliates, the Property, the Loan or the other
Loan Documents.
93
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