ANY RATE OF INTEREST AT THE DEFAULT RATE,
DEFAULT PREPAYMENTS PURSUANT TO SECTION 2.3.1 HEREOF OR MANDATORY PREPAYMENTS
PURSUANT TO SECTION 2.3.2 HEREOF).
BORROWER SHALL ALSO PROVIDE OPINIONS AND
TITLE INSURANCE REASONABLY NECESSARY TO EFFECTUATE THE SAME;
(G)
MAKE SUCH REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE OF
THE SECURITIZATION WITH RESPECT TO THE COLLATERAL, THE PROPERTY, BORROWER,
MORTGAGE BORROWER AND THE LOAN DOCUMENTS AS ARE CUSTOMARILY PROVIDED IN
SECURITIZATION TRANSACTIONS AND AS MAY BE REASONABLY REQUESTED BY THE HOLDER OF
THE NOTE OR THE RATING AGENCIES AND CONSISTENT WITH THE FACTS COVERED BY SUCH
REPRESENTATIONS AND WARRANTIES AS THEY EXIST ON THE DATE THEREOF, INCLUDING THE
REPRESENTATIONS AND WARRANTIES MADE IN THE LOAN DOCUMENTS; AND
(H)
SUPPLY TO LENDER SUCH DOCUMENTATION, FINANCIAL STATEMENTS AND REPORTS
IN FORM AND SUBSTANCE REQUIRED FOR LENDER TO COMPLY WITH REGULATION S-X AND/OR
AB OF THE FEDERAL SECURITIES LAW, IF APPLICABLE, IN ACCORDANCE WITH SECTION
6.3.6 HEREOF.
All reasonable third party costs and expenses incurred by Lender or Borrower in
connection with Borrower's complying with requests made under this Section 9.1
(other than legal fees and disbursements of Borrower's counsel) shall be paid by
Lender but Borrower shall
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pay all legal fees and disbursements of Borrower's counsel.
The foregoing shall
not limit Borrower's obligation under Section 9.2 hereof.
9.2
SECURITIZATION INDEMNIFICATION.
(A)
BORROWER UNDERSTANDS THAT CERTAIN OF THE PROVIDED INFORMATION MAY BE
INCLUDED IN DISCLOSURE DOCUMENTS IN CONNECTION WITH THE SECURITIZATION,
INCLUDING, WITHOUT LIMITATION, A PROSPECTUS SUPPLEMENT, PRIVATE PLACEMENT
MEMORANDUM, OFFERING CIRCULAR OR OTHER OFFERING DOCUMENT (EACH A "DISCLOSURE
DOCUMENT") AND MAY ALSO BE INCLUDED IN FILINGS (AN "EXCHANGE ACT FILING") 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"), OR PROVIDED OR MADE AVAILABLE TO INVESTORS OR
PROSPECTIVE INVESTORS IN THE SECURITIES, THE RATING AGENCIES, AND SERVICE
PROVIDERS RELATING TO THE SECURITIZATION.
IN THE EVENT THAT THE DISCLOSURE
DOCUMENT IS REQUIRED TO BE REVISED PRIOR TO THE SALE OF ALL SECURITIES, BORROWER
WILL COOPERATE WITH THE HOLDER OF THE NOTE IN UPDATING THE DISCLOSURE DOCUMENT
BY PROVIDING ALL CURRENT INFORMATION NECESSARY TO KEEP THE DISCLOSURE DOCUMENT
ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
(B)
BORROWER AGREES TO 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, OR (III) COLLATERAL
AND STRUCTURED TERM SHEETS OR SIMILAR MATERIALS, AN INDEMNIFICATION CERTIFICATE
(A) CERTIFYING THAT BORROWER HAS CAREFULLY EXAMINED SUCH MEMORANDUM OR
PROSPECTUS OR TERM SHEETS, AS APPLICABLE, SOLELY WITH RESPECT TO THE FACTUAL
CONTENTS THEREOF RELATED TO THE LOAN, THE MORTGAGE LOAN, BORROWER, ANY LOAN
PARTY, GUARANTOR, MANAGER, THE PROPERTY, THE COLLATERAL AND THE PROVIDED
INFORMATION, INCLUDING, WITHOUT LIMITATION, THE SECTIONS ENTITLED "SPECIAL
CONSIDERATIONS," "DESCRIPTION OF THE MORTGAGES," "DESCRIPTION OF THE MORTGAGE
LOANS AND MORTGAGED PROPERTY," "THE MANAGER," "THE BORROWER" AND "CERTAIN LEGAL
ASPECTS OF THE MORTGAGE LOAN," AND SUCH SECTIONS (AND