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.
71
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 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
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