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 ACCEPTABLE TO LENDER, TO THE INCLUSION OF
SUCH FINANCIAL STATEMENTS IN ANY DISCLOSURE DOCUMENT AND ANY EXCHANGE ACT FILING
AND 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 FINANCIAL DATA
AND FINANCIAL STATEMENTS (AUDITED OR UNAUDITED) PROVIDED BY BORROWER UNDER
SECTION 5.1.11(F) AND THIS SECTION 5.1.11(G) SHALL BE ACCOMPANIED BY AN
OFFICER'S CERTIFICATE, WHICH CERTIFICATION SHALL STATE THAT SUCH FINANCIAL
STATEMENTS MEET THE REQUIREMENTS SET FORTH IN THE FIRST SENTENCE OF THIS
SECTION 5.1.11(G).
(H)
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 AB OR ANY AMENDMENT,
MODIFICATION OR REPLACEMENT THERETO OR OTHER LEGAL REQUIREMENTS IN CONNECTION
WITH ANY DISCLOSURE DOCUMENT OR ANY EXCHANGE ACT FILING.
(I)
IN THE EVENT LENDER DETERMINES, IN
CONNECTION WITH A SECURITIZATION, THAT THE FINANCIAL DATA AND 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 5.1.11(G),
LENDER MAY REQUEST, AND BORROWER SHALL PROMPTLY PROVIDE, SUCH OTHER FINANCIAL
DATA AND FINANCIAL STATEMENTS AS LENDER DETERMINES TO BE NECESSARY OR
APPROPRIATE FOR SUCH COMPLIANCE.
(J)
ANY REPORTS, STATEMENTS OR OTHER
INFORMATION REQUIRED TO BE DELIVERED UNDER THIS AGREEMENT SHALL BE DELIVERED
(I) IN PAPER FORM, (II) ON A DISKETTE, AND (III) IF 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 5.1.11 IN CONNECTION WITH THE
SECURITIZATION TO PARTIES REQUESTING SUCH INFORMATION AS POTENTIAL INVESTORS OR
PARTIES IN CONNECTION WITH SUCH SECURITIZATION.
5.1.12.
BUSINESS AND OPERATIONS.
BORROWER WILL CONTINUE TO ENGAGE
IN THE BUSINESSES PRESENTLY CONDUCTED BY IT AS AND TO THE EXTENT THE SAME ARE
NECESSARY FOR THE OWNERSHIP, DEVELOPMENT, MAINTENANCE, MANAGEMENT AND OPERATION
OF THE PROPERTY.
BORROWER WILL QUALIFY TO
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DO BUSINESS AND WILL REMAIN IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION
AS AND TO THE EXTENT THE SAME ARE REQUIRED FOR THE OWNERSHIP, MAINTENANCE,
MANAGEMENT AND OPERATION OF THE PROPERTY.
5.1.13.
TITLE TO THE PROPERTY.
BORROWER WILL WARRANT AND DEFEND
(A) THE TITLE TO THE PROPERTY AND EVERY