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<br />200511354
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<br />(e) enter into such amendments to the Loan Documents as may be requested in order to facilitate any such
<br />sale, assignment, participation or securitization without impairing Borrower's rights or increasing Borrower's
<br />obligations; and (f) if, as a condition to the closing of the Loan, Borrower was required to be a special-
<br />purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Borrower
<br />as any rating agency may request to preserve or enhance Borrower's special-purpose bankruptcy-remote
<br />status. The indemnity obligations of Borrower under the Loan Documents shall also apply with respect to any
<br />purchaser, assignee or participant. Notwithstanding the foregoing, following the closing of the securitization
<br />of the Loan, prior to the disseminating the information set forth above to any party other than the holder of
<br />the Note ("Holder"), the nominee of Holder, or the servicer or agent for Holder, Borrower's approval shall be
<br />obtained which consent shall not be unreasonably withheld, and shall be deemed given if no objection is
<br />delivered to Lender in writing within five (5) business days of Borrower's receipt of Lender's written request
<br />for such consent, so long as such request shall be clearly marked on the outside of the envelope: "TIME
<br />SENSITIVE DOCUMENTS - CONSENT REQUIRED") unless a Default shall have occurred, upon which
<br />no such approval shall be required.
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<br />6.23 RECONVEY ANCE. Upon Lender's written request, and upon surrender of this Security Instrument or
<br />certified copy thereof and any note, instrument or instruments setting forth all obligations secured hereby to
<br />Lender for cancellation, Lender shall reconvey, without warranty, the Property or that portion thereof then
<br />held hereunder. The recitals of any matters or facts in any reconveyance executed hereunder shall be
<br />conclusive proof of the truthfulness thereof. To the extent permitted by law, the reconveyance may describe
<br />the grantee as "the person or persons legally entitled thereto." Neither Lender nor Trustee shall have any duty
<br />to determine the rights of persons claiming to be rightful grantees of any reconveyance. When the Property
<br />has been fully reconveyed, the last such reconveyance shall operate as a reassignment of all future rents,
<br />issues and profits of the Property to the person or persons legally entitled thereto.
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<br />6.24 SUBROGATION. Lender shall be subrogated to the lien of all encumbrances, whether released of record or
<br />not, paid in whole or in part by Lender pursuant to this Security Instrument or by the proceeds of any loan
<br />secured by this Security Instrument.
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<br />ARTICLE 7. DEFAULT
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<br />7. I DEF A UL T. For al\"purposes hereof, "Default" shall mean either an "Optional Default" (as defined below) or
<br />an "Automatic Default" (as defined below).
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<br />a. Ootional Default. An "Optional Default" shall occur, at Lender's option, upon the occurrence of any
<br />of the following events:
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<br />(i) Monetary. Borrower shall fail to (aa) pay when due any sums which by their express terms
<br />require immediate payment without any grace period or sums which are payable on the Maturity
<br />Date, or (bb) pay within 5 days when due any other sums payable under the Note, this Security
<br />Instrument or any of the other Loan Documents, including without limitation, any monthly
<br />payment due under the Note.
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<br />(ii) Failure to Perform. Borrower shall fail to observe, perform or discharge any of Borrower's
<br />obligations, covenants, conditions or agreements, other than Borrower's payment obligations,
<br />under the Note, this Security Instrument or any of the other Loan Documents, and (aa) such
<br />failure shall remain uncured for 30 days after written notice thereof shall have been given to
<br />Borrower, as the case may be, by Lender or (bb) if such failure is of such a nature that it cannot
<br />be cured within such 30 day period, Borrower shall fail to commence to cure such failure within
<br />such 30 day period or shall fail to diligently prosecute such curative action thereafter.
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<br />(iii) Representations and Warranties. Any representation, warranty, certificate or other statement
<br />(financial or otherwise) made or furnished by or on behalf of Borrower or a guarantor, if any, to
<br />Lender or in connection with any of the Loan Documents, or as an inducement to Lender to
<br />make the Loan, shall be false, incorrect, incomplete or misleading in any material respect when
<br />made or furnished.
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<br />Master 51 REG NE (rev. 08/2005)
<br />1245359.6
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