THE INFORMATION
SUPPLIED BY, OR ON BEHALF OF, BORROWER AND BORROWER INDEMNIFIES AND HOLDS
HARMLESS THE INDEMNIFIED PARTIES, THEIR AFFILIATES AND EACH PERSON WHO CONTROLS
SUCH PERSONS WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION
20 OF THE SECURITIES EXCHANGE ACT OF 1934, AS SAME MAY BE AMENDED FROM TIME TO
TIME, FOR, FROM AND AGAINST ANY CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES,
SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE, KNOWN OR
UNKNOWN, CONTINGENT OR OTHERWISE, WHETHER INCURRED OR IMPOSED WITHIN OR OUTSIDE
THE JUDICIAL PROCESS, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS, THAT ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN SUCH INFORMATION OR
ARISE OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN
A MATERIAL FACT REQUIRED TO BE STATED IN SUCH INFORMATION OR NECESSARY IN ORDER
TO MAKE THE STATEMENTS IN SUCH INFORMATION, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING (COLLECTIVELY, "SECURITIES LIABILITIES");
PROVIDED, HOWEVER, THAT BORROWER WILL BE LIABLE UNDER THE FOREGOING INDEMNITY
ONLY TO THE EXTENT THAT SUCH SECURITIES LIABILITIES ARISE OUT OF, OR ARE BASED
UPON, ANY SUCH UNTRUE STATEMENT OR OMISSION MADE THEREIN IN RELIANCE UPON, AND
IN CONFORMITY WITH, INFORMATION FURNISHED TO LENDER BY OR ON BEHALF OF BORROWER
OR ITS AFFILIATES IN CONNECTION WITH THE PREPARATION OF THE DISCLOSURE DOCUMENTS
OR IN CONNECTION WITH THE UNDERWRITING OF THE LOAN; AND PROVIDED FURTHER,
HOWEVER, THAT WITH RESPECT TO INFORMATION PROVIDED BY THIRD PARTIES AND WITH
RESPECT TO STATEMENTS MADE IN THE DISCLOSURE DOCUMENTS THAT ARE BASED UPON
INFORMATION PROVIDED BY THIRD PARTIES, BORROWER WILL BE LIABLE ONLY IF BORROWER
OR ITS AFFILIATES KNEW THAT SUCH INFORMATION WAS FALSE OR OMITTED TO STATE A
MATERIAL FACT KNOWN TO
106
BORROWER AND NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
SECTION 18.31. SECURITIZATION FINANCIALS. BORROWER COVENANTS AND AGREES THAT,
UPON LENDER'S WRITTEN REQUEST THEREFOR IN CONNECTION WITH A SECURITIZATION,
BORROWER SHALL, AT LENDER'S SOLE COST AND EXPENSE, (A) PROMPTLY DELIVER AUDITED
FINANCIAL STATEMENTS AND RELATED DOCUMENTATION PREPARED BY AN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT THAT SATISFY SECURITIES LAWS AND REQUIREMENTS FOR
USE IN A PUBLIC REGISTRATION STATEMENT (WHICH MAY INCLUDE UP TO THREE (3) YEARS
OF HISTORICAL AUDITED (IF AVAILABLE) FINANCIAL STATEMENTS) AND (B) IF, AT THE
TIME ONE OR MORE DISCLOSURE DOCUMENTS ARE BEING PREPARED IN CONNECTION WITH A
SECURITIZATION, LENDER EXPECTS THAT BORROWER ALONE OR BORROWER AND ONE OR MORE
OF ITS AFFILIATES COLLECTIVELY, OR THE PROPERTY ALONE OR THE PROPERTY AND ANY
OTHER PARCEL(S) OF REAL PROPERTY, TOGETHER WITH IMPROVEMENTS THEREON AND
PERSONAL PROPERTY RELATED THERETO, THAT IS "RELATED", WITHIN THE MEANING OF THE
DEFINITION OF SIGNIFICANT OBLIGOR, TO THE PROPERTY (A "RELATED PROPERTY")
COLLECTIVELY, WILL BE A SIGNIFICANT OBLIGOR, BORROWER SHALL FURNISH TO LENDER
UPON REQUEST (I) THE SELECTED FINANCIAL DATA RELATING TO BORROWER OR THE
PROPERTY OR, IF APPLICABLE, NET