SALE OF MORTGAGE AND SECURITIZATION.
(A)
LENDER SHALL HAVE THE RIGHT (I) TO SELL OR OTHERWISE TRANSFER THE
LOAN OR ANY PORTION THEREOF AS A WHOLE LOAN, (II) TO SELL PARTICIPATION
INTERESTS IN THE LOAN OR (III) TO SECURITIZE THE LOAN OR ANY PORTION THEREOF IN
A SINGLE ASSET SECURITIZATION OR A POOLED LOAN SECURITIZATION (THE TRANSACTIONS
REFERRED TO IN CLAUSES (I), (II) AND (III) SHALL HEREINAFTER BE REFERRED TO
COLLECTIVELY AS "SECONDARY MARKET TRANSACTIONS" AND THE TRANSACTIONS REFERRED TO
IN CLAUSE (III) SHALL HEREINAFTER BE REFERRED TO AS A "SECURITIZATION."
ANY
CERTIFICATES, NOTES OR OTHER SECURITIES ISSUED IN CONNECTION WITH A
SECURITIZATION ARE HEREINAFTER REFERRED TO AS "SECURITIES").
(B)
IF REQUESTED BY LENDER, FOR SO LONG AS THE LOAN IS OUTSTANDING,
BORROWER SHALL IN CONNECTION WITH ANY SECONDARY MARKET TRANSACTION:
(I)
(A) PROVIDE UPDATED FINANCIAL AND OTHER INFORMATION WITH RESPECT
TO THE PROPERTY, THE BUSINESS OPERATED AT THE PROPERTY, BORROWER AND THE MANAGER
(IF AN AFFILIATE OF BORROWER AND, IF NOT AN AFFILIATE OF BORROWER, ONLY SUCH
INFORMATION AS IS REASONABLY REQUESTED BY LENDER AND WITHIN BORROWER'S
POSSESSION), (B) PROVIDE UPDATED BUDGETS RELATING TO THE PROPERTY AND (C)
PROVIDE UPDATED APPRAISALS, MARKET STUDIES, ENVIRONMENTAL REVIEWS (PHASE I'S
AND, IF RECOMMENDED BY PHASE I'S, PHASE II'S), PROPERTY CONDITION REPORTS AND
OTHER DUE DILIGENCE
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INVESTIGATIONS OF THE PROPERTY (THE "UPDATED INFORMATION"), TOGETHER, IF
CUSTOMARY, WITH APPROPRIATE VERIFICATION OF THE UPDATED INFORMATION THROUGH
LETTERS OF AUDITORS OR OPINIONS OF COUNSEL ACCEPTABLE TO LENDER AND THE RATING
AGENCIES;
(II)
PROVIDE OPINIONS OF COUNSEL, WHICH MAY BE RELIED UPON BY LENDER
AND THE RATING AGENCIES, AS TO NON-CONSOLIDATION, FRAUDULENT CONVEYANCE, AND
TRUE SALE OR ANY OTHER OPINION CUSTOMARY IN SECONDARY MARKET TRANSACTIONS OR
REQUIRED BY THE RATING AGENCIES WITH RESPECT TO THE PROPERTY AND BORROWER AND
AFFILIATES, WHICH COUNSEL AND OPINIONS SHALL BE REASONABLY SATISFACTORY TO
LENDER AND SATISFACTORY TO THE RATING AGENCIES;
(III)
PROVIDE UPDATED, AS OF THE CLOSING DATE OF THE SECONDARY MARKET
TRANSACTION, REPRESENTATIONS AND WARRANTIES MADE IN THE LOAN DOCUMENTS AND SUCH
ADDITIONAL REPRESENTATIONS AND WARRANTIES AS THE RATING AGENCIES MAY REQUIRE AND
CONSISTENT WITH THE FACTS COVERED BY THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT; AND
(IV)
EXECUTE AMENDMENTS TO THE LOAN DOCUMENTS AND BORROWER'S
ORGANIZATIONAL DOCUMENTS REASONABLY REQUESTED BY LENDER; PROVIDED, HOWEVER, THAT
BORROWER SHALL NOT BE REQUIRED TO MODIFY OR AMEND ANY LOAN DOCUMENT IF SUCH
MODIFICATION OR AMENDMENT WOULD (A) CHANGE THE INTEREST RATE, THE STATED
MATURITY OR THE AMORTIZATION OF PRINCIPAL AS SET FORTH HEREIN OR IN THE NOTE,
(B) MODIFY OR AMEND ANY OTHER ECONOMIC TERM OF THE LOAN OR (C) OTHERWISE
INCREASE THE OBLIGATIONS OR DECREASE THE RIGHTS OF BORROWER UNDER THE LOAN
DOCUMENTS.
Notwithstanding the foregoing, Lender shall (unless Borrower shall otherwise be
required to deliver any of the foregoing under another provision of this
Agreement at its cost and expense) (x) pay the costs and expenses incurred by
Lender with respect to the issuance of any Securities and any other costs and
expenses incurred by Lender in connection