ACCOUNTANTS AND THE REFERENCE TO SUCH INDEPENDENT
APPROVED ACCOUNTANTS AS "EXPERTS" IN ANY DISCLOSURE DOCUMENT AND EXCHANGE ACT
FILING, ALL OF WHICH SHALL BE PROVIDED AT THE SAME TIME AS THE RELATED FINANCIAL
STATEMENTS ARE REQUIRED TO BE PROVIDED.
ALL FINANCIAL STATEMENTS (AUDITED OR
UNAUDITED) PROVIDED BY BORROWER UNDER THIS SECTION 6.3.6 SHALL BE CERTIFIED BY
THE CHIEF FINANCIAL OFFICER OR ADMINISTRATIVE MEMBER OF BORROWER, WHICH
CERTIFICATION SHALL STATE THAT SUCH FINANCIAL STATEMENTS MEET THE REQUIREMENTS
SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 6.3.6(C).
(D)
IF REQUESTED BY LENDER, BORROWER SHALL
PROVIDE LENDER, PROMPTLY UPON REQUEST, WITH ANY OTHER OR ADDITIONAL FINANCIAL
STATEMENTS, OR FINANCIAL, STATISTICAL OR OPERATING INFORMATION, AS LENDER SHALL
DETERMINE TO BE REQUIRED PURSUANT TO REGULATION S-K OR REGULATION S-X, AS
APPLICABLE, REGULATION AB OR ANY AMENDMENT, MODIFICATION OR REPLACEMENT THERETO
OR OTHER LEGAL REQUIREMENTS IN CONNECTION WITH ANY DISCLOSURE DOCUMENT OR ANY
EXCHANGE ACT
66
FILING IN CONNECTION WITH OR RELATING TO A SECURITIZATION OR AS SHALL OTHERWISE
BE REASONABLY REQUESTED BY THE LENDER.
(E)
IN THE EVENT LENDER DETERMINES, IN
CONNECTION WITH A SECURITIZATION, THAT THE FINANCIAL STATEMENTS REQUIRED IN
ORDER TO COMPLY WITH REGULATION S-K OR REGULATION S-X, AS APPLICABLE, REGULATION
AB OR OTHER LEGAL REQUIREMENTS ARE OTHER THAN AS PROVIDED HEREIN, THEN
NOTWITHSTANDING THE PROVISIONS OF SECTIONS 6.3.6(A), (B) AND (C) HEREOF, LENDER
MAY REQUEST, AND BORROWER SHALL PROMPTLY PROVIDE, SUCH COMBINATION OF ACQUIRED
PROPERTY STATEMENT AND/OR STANDARD STATEMENTS OR SUCH OTHER FINANCIAL STATEMENTS
AS LENDER DETERMINES TO BE NECESSARY OR APPROPRIATE FOR SUCH COMPLIANCE.
(F)
INTENTIONALLY DELETED.
(G)
IF REQUESTED BY LENDER, BORROWER SHALL
PROVIDE LENDER, PROMPTLY UPON REQUEST, A LIST OF TENANTS (INCLUDING ALL
AFFILIATES OF SUCH TENANTS) THAT IN THE AGGREGATE (1) OCCUPY 10% OR MORE (BUT
LESS THAN 20%) OF THE TOTAL FLOOR AREA OF THE IMPROVEMENTS OR REPRESENT 10% OR
MORE (BUT LESS THAN 20%) OF AGGREGATE BASE RENT, AND (2) OCCUPY 20% OR MORE OF
THE TOTAL FLOOR AREA OF THE IMPROVEMENTS OR REPRESENT 20% OR MORE OF AGGREGATE
BASE RENT.
(H)
IN ADDITION, IF REQUESTED BY LENDER,
BORROWER SHALL PROVIDE LENDER, PROMPTLY UPON REQUEST, WITH FINANCIAL INFORMATION
REGARDING ANY OF THE TENANTS IDENTIFIED IN THE LIST PREPARED PURSUANT TO THE
PRECEDING SENTENCE IN FORM AND SUBSTANCE SUFFICIENT TO SATISFY THE REQUIREMENTS
OF ITEM 1112 OF REGULATION AB.
(I)
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THIS SECTION 6.3.6, BORROWER'S OBLIGATIONS WITH RESPECT TO THE DELIVERY OF
INFORMATION (I) WITH RESPECT TO PERIODS PREDATING BORROWER'S ACQUISITION OF THE
PROPERTY, (II) RELATING TO TENANTS OF THE PROPERTY, OR (III) OTHERWISE RELATING
TO PERSONS OR PROPERTY NOT OWNED BY BORROWER OR WITHIN ITS REASONABLE CONTROL
(OR IN THE CONTROL OF ONE OR MORE OF ITS AFFILIATES) SHALL BE LIMITED TO USING
COMMERCIALLY REASONABLE EFFORTS TO (A) ENFORCE BORROWER'S CONTRACTUAL RIGHTS, IF
ANY, TO THE DELIVERY OF SUCH INFORMATION (E.G., BY ITS SELLER, PURSUANT TO THE
APPLICABLE PURCHASE AND SALE AGREEMENT, OR BY A TENANT PURSUANT TO ITS LEASE) OR
(B) OTHERWISE OBTAIN SUCH INFORMATION.
LENDER SHALL NOTIFY BORROWER