OR AMEND ANY LOAN DOCUMENT IF SUCH MODIFICATION OR AMENDMENT WOULD (I) CHANGE
THE INTEREST RATE, THE STATED MATURITY OR THE AMORTIZATION OF PRINCIPAL SET
FORTH IN THE NOTE, OR (II) MODIFY OR AMEND ANY OTHER MATERIAL ECONOMIC TERM OF
THE LOAN.
All material out-of-pocket third party costs and expenses incurred by Borrower
in connection with complying with requests made under this Section 9.1 shall be
paid by Lender.
SECTION 9.2
SECURITIZATION.
BORROWER
UNDERSTANDS THAT CERTAIN OF THE PROVIDED INFORMATION MAY BE INCLUDED IN
DISCLOSURE DOCUMENTS IN CONNECTION WITH THE SECURITIZATION, INCLUDING, WITHOUT
LIMITATION, A PROSPECTUS, PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM
(EACH, A "DISCLOSURE DOCUMENT") AND MAY ALSO BE INCLUDED IN FILINGS WITH THE
67
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"), OR PROVIDED OR MADE AVAILABLE TO INVESTORS OR
PROSPECTIVE INVESTORS IN THE SECURITIES, THE RATING AGENCIES, AND SERVICE
PROVIDERS RELATING TO THE SECURITIZATION.
IN THE EVENT THAT THE DISCLOSURE
DOCUMENT IS REQUIRED TO BE REVISED PRIOR TO THE SALE OF ALL SECURITIES, BORROWER
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.
SECTION 9.3
RATING SURVEILLANCE.
LENDER,
AT ITS OPTION, MAY RETAIN THE RATING AGENCIES TO PROVIDE RATING SURVEILLANCE
SERVICES ON ANY CERTIFICATES ISSUED IN A SECURITIZATION.
SUCH RATING
SURVEILLANCE WILL BE AT THE EXPENSE OF LENDER (THE "RATING SURVEILLANCE
CHARGE").
SECTION 9.4
EXCULPATION.
SUBJECT TO THE
QUALIFICATIONS BELOW, LENDER SHALL NOT ENFORCE THE LIABILITY AND OBLIGATION OF
BORROWER TO PERFORM AND OBSERVE THE OBLIGATIONS CONTAINED IN THE NOTE, THIS LOAN
AGREEMENT, THE MORTGAGE OR THE OTHER LOAN DOCUMENTS BY ANY ACTION OR PROCEEDING
WHEREIN A MONEY JUDGMENT SHALL BE SOUGHT AGAINST BORROWER, EXCEPT THAT LENDER OR
TRUSTEE MAY BRING A FORECLOSURE ACTION, AN ACTION FOR SPECIFIC PERFORMANCE OR
ANY OTHER APPROPRIATE ACTION OR PROCEEDING TO ENABLE LENDER OR TRUSTEE TO
ENFORCE AND REALIZE UPON ITS INTEREST UNDER THE NOTE, THIS LOAN AGREEMENT, THE
MORTGAGE AND THE OTHER LOAN DOCUMENTS, OR IN THE PROPERTY, THE RENTS FOLLOWING
AN EVENT OF DEFAULT, OR ANY OTHER COLLATERAL GIVEN TO LENDER OR TRUSTEE PURSUANT
TO THE LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT, EXCEPT AS SPECIFICALLY PROVIDED
HEREIN, ANY JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE ENFORCEABLE
AGAINST BORROWER ONLY TO THE EXTENT OF BORROWER'S INTEREST IN THE PROPERTY, IN
THE RENTS FOLLOWING AN EVENT OF DEFAULT AND IN ANY OTHER COLLATERAL GIVEN TO
LENDER OR TRUSTEE, AND LENDER OR TRUSTEE, BY ACCEPTING THE NOTE, THIS LOAN
AGREEMENT, THE MORTGAGE AND THE OTHER LOAN DOCUMENTS, AGREES THAT IT SHALL NOT
SUE FOR, SEEK OR DEMAND ANY DEFICIENCY JUDGMENT AGAINST BORROWER IN ANY SUCH
ACTION OR PROCEEDING UNDER OR BY REASON OF OR UNDER OR IN CONNECTION WITH THE
NOTE, THIS LOAN AGREEMENT, THE MORTGAGE OR THE OTHER LOAN DOCUMENTS.
THE
PROVISIONS OF THIS SECTION SHALL