OTHERWISE, AT SUCH
TIME AND IN SUCH ORDER AS LENDER MAY DETERMINE IN LENDER'S SOLE DISCRETION.
NO
DELAY OR OMISSION TO EXERCISE ANY REMEDY, RIGHT OR POWER ACCRUING UPON AN EVENT
OF DEFAULT SHALL IMPAIR ANY SUCH REMEDY, RIGHT OR POWER OR SHALL BE CONSTRUED AS
A WAIVER THEREOF, BUT ANY SUCH REMEDY, RIGHT OR POWER MAY BE EXERCISED FROM TIME
TO TIME AND AS OFTEN AS MAY BE DEEMED EXPEDIENT.
A WAIVER OF ONE DEFAULT OR
EVENT OF DEFAULT WITH RESPECT TO BORROWER SHALL NOT BE CONSTRUED TO BE A WAIVER
OF ANY SUBSEQUENT DEFAULT OR EVENT OF DEFAULT BY BORROWER OR TO IMPAIR ANY
REMEDY, RIGHT OR POWER CONSEQUENT THEREON.
66
ARTICLE IX
SPECIAL PROVISIONS
SECTION 9.1
SALE OF NOTES AND
SECURITIZATION.
AT THE REQUEST OF THE HOLDER OF THE NOTE AND, TO THE EXTENT NOT
ALREADY REQUIRED TO BE PROVIDED BY BORROWER UNDER THIS LOAN AGREEMENT, BORROWER
SHALL COOPERATE WITH LENDER TO ALLOW LENDER TO 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 THE
SALE OF THE NOTE OR PARTICIPATIONS THEREIN OR THE FIRST SUCCESSFUL
SECURITIZATION (SUCH SALE AND/OR SECURITIZATION, THE "SECURITIZATION") OF RATED
SINGLE OR MULTI-CLASS SECURITIES (THE "SECURITIES") SECURED BY OR EVIDENCING
OWNERSHIP INTERESTS IN THE NOTE AND THE MORTGAGE.
IN THIS REGARD BORROWER
SHALL:
(A)
(I)
PROVIDE SUCH FINANCIAL AND OTHER INFORMATION WITH RESPECT TO THE PROPERTY,
BORROWER AND THE MANAGER, (II) PROVIDE BUDGETS RELATING TO THE PROPERTY AND
(III) TO 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)
CAUSE COUNSEL TO RENDER OPINIONS, WHICH MAY
BE RELIED UPON BY THE HOLDER OF THE NOTE, THE RATING AGENCIES AND THEIR
RESPECTIVE COUNSEL, AGENTS AND REPRESENTATIVES, AS TO NON-CONSOLIDATION,
FRAUDULENT CONVEYANCE, AND TRUE SALE AND/OR LEASE OR ANY OTHER OPINION CUSTOMARY
IN SECURITIZATION TRANSACTIONS, WHICH COUNSEL AND OPINIONS SHALL BE REASONABLY
SATISFACTORY TO THE HOLDER OF THE NOTE AND THE RATING AGENCIES;
(C)
MAKE SUCH REPRESENTATIONS AND WARRANTIES AS
OF THE CLOSING DATE OF THE SECURITIZATION WITH RESPECT TO THE PROPERTY,
BORROWER, AND THE LOAN DOCUMENTS AS ARE CONSISTENT WITH THE REPRESENTATIONS AND
WARRANTIES MADE IN THE LOAN DOCUMENTS; AND
(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