by Borrower or to impair any remedy, right or power
consequent thereon.
ARTICLE IX
SPECIAL PROVISIONS
SECTION 9.1
SALE OF NOTES AND SECURITIZATION.
Lender may, at any time, sell, transfer or assign (in each case, in whole or in
part) the Note, this Agreement, the Security Instruments and the other Loan
Documents, and any or all servicing rights with respect thereto, or grant
participations therein or issue mortgage pass-through certificates or other
securities (the "Securities") evidencing a beneficial interest in a rated or
unrated public offering or private placement (including any sale or
participations, a "Securitization").
At the request of the holder of the Note
and, to the extent not already required to be provided by Borrower under this
Agreement, Borrower shall satisfy the market standards 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, GUARANTOR AND THE MANAGER, (II) PROVIDE
BUDGETS RELATING TO THE PROPERTIES AND (III) UPON REASONABLE PRIOR WRITTEN
NOTICE AND AT REASONABLE TIMES, TO PERFORM OR CAUSE TO BE PERFORMED 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 REASONABLY ACCEPTABLE TO LENDER AND THE RATING AGENCIES;
(B)
IF REASONABLY REQUIRED BY THE RATING AGENCIES, DELIVER (I) A
NONCONSOLIDATION OPINION, (II) REVISED OPINIONS OF COUNSEL AS TO DUE EXECUTION
AND ENFORCEABILITY WITH RESPECT TO THE PROPERTIES, BORROWER, INDEMNITOR,
GUARANTOR, PRINCIPAL, AND THEIR RESPECTIVE AFFILIATES AND THE LOAN DOCUMENTS,
AND (III) REVISED ORGANIZATIONAL DOCUMENTS FOR BORROWER, GUARANTOR AND PRINCIPAL
(INCLUDING, WITHOUT LIMITATION, SUCH REVISIONS AS ARE NECESSARY TO CAUSE SUCH
ENTITY TO BE A SPECIAL PURPOSE ENTITY TO THE EXTENT REQUIRED HEREUNDER), WHICH
COUNSEL, OPINIONS AND ORGANIZATIONAL DOCUMENTS SHALL BE REASONABLY SATISFACTORY
TO LENDER AND THE RATING AGENCIES;
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(C)
IF REASONABLY REQUIRED BY THE RATING AGENCIES, USE COMMERCIALLY
REASONABLE EFFORTS TO DELIVER ESTOPPEL LETTERS FROM PARTIES TO AGREEMENTS THAT
AFFECT THE PROPERTIES, WHICH ESTOPPEL LETTERS, SUBORDINATION AGREEMENTS OR OTHER
AGREEMENTS SHALL BE REASONABLY SATISFACTORY TO LENDER AND THE RATING AGENCIES.
(D)
EXECUTE SUCH AMENDMENTS TO THE LOAN DOCUMENTS AND ORGANIZATIONAL
DOCUMENTS AS MAY BE REASONABLY 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 IF SUCH
MODIFICATION OR AMENDMENT WOULD (EXCEPT FOR MODIFICATIONS AND AMENDMENTS
REQUIRED TO BE MADE PURSUANT TO SECTIONS (E) AND (F) BELOW) (I) CHANGE THE
INTEREST RATE, THE STATED