TO LENDER IN ACCORDANCE WITH
REGULATION AB AND ALL OTHER APPLICABLE LEGAL REQUIREMENTS, SHALL BE ACCOMPANIED
BY THE MANUALLY EXECUTED REPORT OF THE INDEPENDENT ACCOUNTANTS THEREON, WHICH
REPORT SHALL MEET THE REQUIREMENTS OF REGULATION AB AND ALL OTHER APPLICABLE
LEGAL REQUIREMENTS, AND SHALL BE FURTHER ACCOMPANIED BY A MANUALLY EXECUTED
WRITTEN CONSENT OF THE INDEPENDENT ACCOUNTANTS, IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO LENDER, TO THE INCLUSION OF SUCH FINANCIAL STATEMENTS IN ANY
DISCLOSURE DOCUMENT AND ANY EXCHANGE ACT FILING AND, IF AVAILABLE TO BORROWER ON
A COMMERCIALLY REASONABLE BASIS, TO THE USE OF THE NAME OF SUCH INDEPENDENT
ACCOUNTANTS AND THE REFERENCE TO SUCH INDEPENDENT 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 OTHER FINANCIAL DATA AND FINANCIAL STATEMENTS (I.E., UNAUDITED)
PROVIDED BY BORROWER PURSUANT TO THIS SECTION 9.1(C) SHALL BE ACCOMPANIED BY AN
OFFICER'S CERTIFICATE STATING THE FINANCIAL INFORMATION ATTACHED THERETO IS
TRUE, ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS, BUT WITH NO OBLIGATION TO
CERTIFY AS TO COMPLIANCE WITH REGULATION AB.
(III)
IF REQUESTED BY LENDER IN CONNECTION WITH A SECURITIZATION,
BORROWER SHALL PROVIDE LENDER, PROMPTLY UPON REQUEST, WITH ANY OTHER OR
ADDITIONAL FINANCIAL STATEMENTS, OR FINANCIAL, STATISTICAL OR OPERATING
INFORMATION, AS LENDER SHALL DETERMINE IN GOOD FAITH TO BE REQUIRED PURSUANT TO
REGULATION AB OR ANY AMENDMENT, MODIFICATION OR REPLACEMENT THERETO OR OTHER
LEGAL REQUIREMENTS IN CONNECTION WITH ANY DISCLOSURE DOCUMENT OR ANY EXCHANGE
ACT FILING OR AS SHALL OTHERWISE BE REASONABLY REQUESTED BY LENDER TO MEET
DISCLOSURE OR RATING AGENCY REQUIREMENTS.
(IV)
IN THE EVENT LENDER DETERMINES IN GOOD FAITH, IN CONNECTION WITH A
SECURITIZATION, THAT THE FINANCIAL STATEMENTS REQUIRED IN ORDER TO COMPLY WITH
REGULATION AB OR ANY AMENDMENT, MODIFICATION OR REPLACEMENT THERETO OR OTHER
LEGAL REQUIREMENTS ARE OTHER THAN AS PROVIDED HEREIN, THEN NOTWITHSTANDING THE
PROVISIONS OF SECTION 9.1(C)(II) HEREOF, LENDER MAY REQUEST, AND BORROWER SHALL
PROMPTLY PROVIDE, SUCH OTHER FINANCIAL DATA AND FINANCIAL STATEMENTS AS LENDER
DETERMINES IN GOOD FAITH TO BE NECESSARY OR APPROPRIATE FOR SUCH COMPLIANCE.
(V)
ANY REPORTS, STATEMENTS OR OTHER INFORMATION REQUIRED TO BE
DELIVERED PURSUANT TO THIS SECTION 9.1(C) SHALL BE DELIVERED (I) IN PAPER FORM,
(II) ON A DISKETTE, AND (III) IF
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REQUESTED BY LENDER AND WITHIN THE CAPABILITIES OF BORROWER'S DATA SYSTEMS
WITHOUT CHANGE OR MODIFICATION THERETO, IN ELECTRONIC FORM AND PREPARED USING A
MICROSOFT WORD FOR WINDOWS OR WORDPERFECT 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