PARTNER
INTEREST IN THE RELATED MORTGAGE BORROWER ENTITY, ANY MEZZANINE A PRINCIPAL'S
GENERAL PARTNER INTEREST IN THE RELATED MEZZANINE A BORROWER ENTITY AND THE
PROPERTIES, WHETHER FURNISHED BY BORROWER, MORTGAGE BORROWER, MEZZANINE A
BORROWER, GUARANTOR OR OTHERWISE, AS LENDER REASONABLY DETERMINES NECESSARY OR
DESIRABLE (THE "FURNISHED INFORMATION"). BORROWER IRREVOCABLY WAIVES ANY AND ALL
RIGHTS IT MAY HAVE UNDER ANY APPLICABLE LAWS TO PROHIBIT SUCH DISCLOSURE,
INCLUDING BUT NOT LIMITED TO ANY RIGHT OF PRIVACY. NOTWITHSTANDING THE
FOREGOING, LENDER AGREES THAT IF BORROWER REQUESTS IN WRITING THAT CERTAIN OF
THE FURNISHED INFORMATION BE KEPT CONFIDENTIAL, (I) LENDER AGREES THAT IT SHALL
KEEP SUCH FURNISHED INFORMATION CONFIDENTIAL UNLESS SUCH FURNISHED INFORMATION
IS REQUIRED TO BE DISCLOSED BY APPLICABLE LAW AND (II) IF IN CONNECTION WITH A
SECURITIZATION OR SYNDICATION OF THE LOAN, LENDER FURNISHES SUCH FURNISHED
INFORMATION TO ANY INVESTOR, ANY RATING AGENCY RATING SUCH PARTICIPATIONS AND/OR
SECURITIES, ANY PROSPECTIVE INVESTOR, OR ANY ORGANIZATION MAINTAINING DATABASES
ON THE UNDERWRITING AND PERFORMANCE OF COMMERCIAL MORTGAGE OR MEZZANINE LOANS,
LENDER SHALL INFORM ANY SUCH INVESTOR, RATING AGENCY, PROSPECTIVE INVESTOR, OR
ORGANIZATION THAT DIRECTLY RECEIVES SUCH FURNISHED INFORMATION FROM LENDER ABOUT
THE CONFIDENTIAL NATURE OF SUCH FURNISHED INFORMATION. NOTWITHSTANDING THE
FOREGOING, LENDER AGREES THAT IT SHALL NOT, UNLESS REQUIRED BY APPLICABLE LAW,
DISCLOSE ANY FINANCIAL INFORMATION WITH RESPECT TO THE GUARANTOR EXCEPT
(I) GUARANTOR'S NET WORTH OR (II) SUMMARY FINANCIAL INFORMATION WITH RESPECT TO
THE GUARANTOR, IN EACH CASE, TO A RATING AGENCY OR INVESTOR THAT REQUESTS SUCH
NET WORTH OR SUMMARY FINANCIAL INFORMATION, PROVIDED THAT SUCH RATING AGENCY OR
INVESTOR AGREES IN WRITING TO KEEP SUCH NET WORTH OR SUMMARY FINANCIAL
INFORMATION CONFIDENTIAL.
(K)
WITHIN A REASONABLE TIME AFTER LENDER'S
REQUEST, BORROWER SHALL, AND SHALL CAUSE MORTGAGE BORROWER TO, FURNISH LENDER
WITH SUCH OTHER ADDITIONAL FINANCIAL OR MANAGEMENT INFORMATION AS MAY, FROM TIME
TO TIME, BE REASONABLY REQUIRED BY LENDER IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO LENDER, SUBJECT, HOWEVER, TO THE CONFIDENTIALITY REQUIREMENTS
SET FORTH IN SECTION 5.1.10(J) HEREOF.
92
(L)
BORROWER SHALL, AND SHALL CAUSE MORTGAGE
BORROWER TO, FURNISH TO LENDER AND ITS AGENTS CONVENIENT FACILITIES FOR THE
EXAMINATION AND AUDIT OF ANY OF THE BOOKS AND RECORDS DESCRIBED IN SECTIONS
5.1.10(A), 5.1.10(B), 5.1.10(C), 5.1.10(D), 5.1.10(E) AND 5.1.10(F) HEREOF.
(M)
ALL FINANCIAL STATEMENTS PROVIDED BY BORROWER
HEREUNDER PURSUANT TO SECTION 5.1.10(N) HEREOF SHALL BE PREPARED IN ACCORDANCE
WITH GAAP OR ON A FEDERAL INCOME TAX BASIS, AND SHALL MEET THE REQUIREMENTS OF
REGULATION S-K OR REGULATION S-X, AS APPLICABLE, REGULATION AB AND OTHER
APPLICABLE LEGAL REQUIREMENTS. ALL FINANCIAL STATEMENTS (AUDITED OR UNAUDITED)
PROVIDED BY BORROWER UNDER THIS SECTION 5.1.10 SHALL BE CERTIFIED BY BORROWER,
WHICH CERTIFICATION SHALL (A) BE EXECUTED ON BEHALF OF BORROWER BY ITS THE CHIEF
FINANCIAL OFFICER OR ADMINISTRATIVE MEMBER, AND (B) STATE THAT SUCH FINANCIAL
STATEMENTS MEET THE REQUIREMENTS SET FORTH IN THE FIRST SENTENCE OF THIS
SECTION 5.1.10(M).
(N)
IF REQUESTED BY LENDER AND REASONABLY
REQUIRED IN CONNECTION WITH A SECURITIZATION, BORROWER SHALL PROVIDE LENDER,
PROMPTLY UPON REQUEST (BUT SUBJECT TO THE LAST SENTENCE OF SECTION