BE SECURED BY THE LIENS, CLAIMS AND SECURITY INTERESTS PROVIDED
TO LENDER UNDER THE LOAN DOCUMENTS AND SHALL BE IMMEDIATELY DUE AND PAYABLE UPON
DEMAND BY LENDER THEREFOR.
8.4
POWER OF ATTORNEY.
FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS
AND EXERCISING THE RIGHTS, POWERS AND PRIVILEGES GRANTED IN THIS ARTICLE 8,
BORROWER HEREBY IRREVOCABLY APPOINTS LENDER AS ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT TO EXECUTE, ACKNOWLEDGE AND DELIVER ANY INSTRUMENTS AND DO AND
PERFORM ANY ACTS SUCH AS ARE REFERRED TO IN THIS ARTICLE IN THE NAME AND ON
BEHALF OF BORROWER.
THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST
AND CANNOT BE REVOKED.
72
9.
SPECIAL PROVISIONS
9.1
SALE OF NOTES AND SECURITIZATION.
Lender may, at any time, sell, transfer, pledge or assign the Note, this
Agreement, the Pledge Agreement and the other Loan Documents or any portion
thereof, 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 (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 to which the holder of the Note customarily adheres or 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
COLLATERAL, THE PROPERTY, BORROWER, MORTGAGE BORROWER, GUARANTOR AND THE
MANAGER, (II) PROVIDE BUDGETS RELATING TO THE PROPERTY AND (III) PERFORM OR
PERMIT OR CAUSE TO BE PERFORMED OR PERMITTED 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 PROPERTY, 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 ACCEPTABLE TO LENDER AND THE RATING AGENCIES;
(B)
IF REQUIRED BY THE RATING AGENCIES, DELIVER (I) A REVISED INSOLVENCY
OPINION, (II) REVISED OPINIONS OF COUNSEL AS TO DUE EXECUTION AND ENFORCEABILITY
WITH RESPECT TO BORROWER, GUARANTOR AND THEIR RESPECTIVE AFFILIATES AND THE LOAN
DOCUMENTS, AND (III) REVISED ORGANIZATIONAL DOCUMENTS FOR BORROWER, GUARANTOR
AND THEIR RESPECTIVE AFFILIATES (INCLUDING, WITHOUT LIMITATION, SUCH REVISIONS
AS ARE NECESSARY TO COMPLY WITH THE PROVISIONS OF SECTION 5.13 HEREOF), WHICH
COUNSEL, OPINIONS AND ORGANIZATIONAL DOCUMENTS SHALL BE SATISFACTORY TO LENDER
AND THE RATING AGENCIES;
(C)
IF REQUIRED BY THE RATING AGENCIES, CAUSE MORTGAGE BORROWER TO USE
ITS COMMERCIALLY REASONABLE EFFORTS TO DELIVER SUCH ADDITIONAL TENANT ESTOPPEL
LETTERS, SUBORDINATION AGREEMENTS OR OTHER AGREEMENTS FROM PARTIES TO AGREEMENTS
THAT AFFECT THE