AND
REMEDIES OF LENDER UNDER THIS AGREEMENT SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF
ANY OTHER RIGHT, POWER OR REMEDY WHICH LENDER MAY HAVE AGAINST BORROWER PURSUANT
TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR EXISTING AT LAW OR IN EQUITY
OR OTHERWISE.
LENDER'S RIGHTS, POWERS AND REMEDIES MAY BE PURSUED SINGLY,
CONCURRENTLY OR 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.
83
ARTICLE 9 - 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 PROPERTY 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