FOR WINDOWS
FILES (WHICH FILES MAY BE PREPARED USING A SPREADSHEET PROGRAM AND SAVED AS WORD
PROCESSING FILES).
BORROWER AGREES THAT LENDER MAY DISCLOSE INFORMATION
REGARDING THE PROPERTY AND BORROWER THAT IS PROVIDED TO LENDER PURSUANT TO THIS
SECTION 9.1(C)(V) IN CONNECTION WITH THE SECURITIZATION TO SUCH PARTIES
REQUESTING SUCH INFORMATION IN CONNECTION WITH SUCH SECURITIZATION.
Lender shall (unless Borrower shall otherwise be required to deliver any of the
foregoing under another provision of this Agreement at its cost and expense)
reimburse Borrower for all reasonable third party fees and costs (including the
reasonable fees and disbursements of Borrower's attorneys and accountants)
actually incurred by Borrower in connection with Borrower's delivery of
financial statements and other materials requested by Lender pursuant to this
Section 9.1(c).
SECTION 9.2
SECURITIZATION INDEMNIFICATION.
(A)
BORROWER UNDERSTANDS THAT INFORMATION PROVIDED TO LENDER BY
BORROWER AND ITS AGENTS, COUNSEL AND REPRESENTATIVES MAY BE INCLUDED IN
DISCLOSURE DOCUMENTS IN CONNECTION WITH THE SECURITIZATION, INCLUDING, WITHOUT
LIMITATION, AN OFFERING CIRCULAR, A PROSPECTUS, PROSPECTUS SUPPLEMENT, PRIVATE
PLACEMENT MEMORANDUM OR OTHER OFFERING DOCUMENT (EACH, AN "DISCLOSURE DOCUMENT")
AND MAY ALSO BE INCLUDED IN FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND
MAY BE MADE AVAILABLE TO INVESTORS OR PROSPECTIVE INVESTORS IN THE SECURITIES,
THE RATING AGENCIES, AND SERVICE PROVIDERS RELATING TO THE SECURITIZATION.
(B)
BORROWER SHALL PROVIDE IN CONNECTION WITH EACH OF (I) A
PRELIMINARY AND A FINAL PRIVATE PLACEMENT MEMORANDUM OR (II) A PRELIMINARY AND
FINAL PROSPECTUS OR PROSPECTUS SUPPLEMENT, AS APPLICABLE, AN AGREEMENT (A)
CERTIFYING THAT BORROWER HAS EXAMINED THE SECTIONS OF THE DISCLOSURE DOCUMENTS
DELIVERED BY LENDER TO BORROWER RELATING SOLELY TO BORROWER, BORROWER
AFFILIATES, THE PROPERTY, AND THE MANAGER (THE "SPECIFIED SECTIONS"), AND THAT
SUCH SPECIFIED SECTIONS DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE,
IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR
SPECIFYING SUCH UNTRUE STATEMENT (IT BEING AGREED THAT BORROWER SHALL NOT BE
REQUIRED TO REVIEW ANY OTHER SECTIONS OF THE DISCLOSURE DOCUMENT OTHER THAN THE
SPECIFIED SECTIONS), (B) INDEMNIFYING LENDER (AND FOR PURPOSES OF THIS
SECTION 9.2, LENDER HEREUNDER SHALL INCLUDE ITS OFFICERS AND DIRECTORS), THE
AFFILIATE OF MERRILL
78
LYNCH & CO., INC. ("MERRILL") THAT HAS FILED THE REGISTRATION STATEMENT RELATING
TO THE SECURITIZATION (THE "REGISTRATION STATEMENT"), EACH OF ITS DIRECTORS,
EACH OF ITS OFFICERS WHO HAVE SIGNED THE REGISTRATION STATEMENT AND EACH PERSON
THAT CONTROLS THE AFFILIATE WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES
ACT OR SECTION 20 OF THE EXCHANGE ACT (COLLECTIVELY, THE "MERRILL GROUP"),
MERRILL, ANY OTHER PLACEMENT AGENT OR UNDERWRITER WITH RESPECT TO THE
SECURITIZATION, EACH OF THEIR RESPECTIVE DIRECTORS AND EACH PERSON WHO CONTROLS
MERRILL OR ANY OTHER PLACEMENT AGENT OR UNDERWRITER WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT AND SECTION 20 OF