Common use of Borrower Information Clause in Contracts

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23), (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of all or any portion of the Loan or any participations therein and their respective advisors and agents, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and (iii) to any governmental agency, if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process. In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that disclosure of such information does not and will not violate any securities laws or violate the terms of any confidentiality agreement between Borrower and/or any affiliate of Borrower on the one hand, and any third party, on the other hand. Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Property (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein and their respective advisors and agents, or to by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect in each case, to the Loan (so long as each extent reasonably required by such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Person, (iii) to any governmental agencyRating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, if requested by such (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document, (v) to any governmental agency or otherwise required to comply with representative thereof or by the applicable rules and regulations National Association of such governmental agency Insurance Commissioners or if required pursuant to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this SectionSection 9.24, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Property (i) to affiliates of Lender and to Lender’s 's agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein and their respective advisors and agents, or to by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect in each case, to the Loan (so long as each extent reasonably required by such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Person, (iii) to any governmental agencyRating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, if requested by such (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document, (v) to any governmental agency or otherwise required to comply with representative thereof or by the applicable rules and regulations National Association of such governmental agency Insurance Commissioners or if required pursuant to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this SectionSection 9.24, “"tax structure” " means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates. Lender, all potential assignees, transferees, participants and/or pledgees of the Loan and all of their respective advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Borrower, and Borrower hereby indemnifies Lender as to any Damages that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any information provided to Lender by Borrower or Sponsor or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Operating Lessee, Sponsor, the Loan and the Property (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process, and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates. Notwithstanding anything set forth herein to the contrary, for so long as the Sponsor is a publicly traded company, Lender shall not disclose information about the Sponsor (including in any Disclosure Document) that is not publicly available, without the prior consent of Borrower, which consent shall not to be unreasonably withheld, delayed or conditioned.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23), (ii) to any actual or potential assignee, transferee or participant Participant in connection with the contemplated assignment, transfer or participation of all or any portion of the Loan or any participations therein and their respective advisors and agents, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, Table of Contents or to any Person that is a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and (iii) to any governmental agency, if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process. In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Properties (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a pledgee or a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any rating agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process, and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that disclosure of such information does not and will not violate any securities laws or violate the terms of any confidentiality agreement between Borrower and/or any Affiliate of Borrower on the one hand, and any third party, on the other hand. Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Properties (i) to affiliates Affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein and their respective advisors and agents, or to by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect in each case, to the Loan (so long as each extent reasonably required by such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Person, (iii) to any governmental agencyRating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, if requested by such (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document, (v) to any governmental agency or otherwise required to comply with representative thereof or by the applicable rules and regulations National Association of such governmental agency Insurance Commissioners or if required pursuant to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliatesAffiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this SectionSection 9.24, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliatesAffiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees shall keep such information and/or any other information provided by Borrower or Sponsor to Lender in accordance with the terms of the Loan Documents confidential in accordance with Lender’s customary procedures for handling confidential information of such nature (or, if the Loan has been securitized, in accordance with the customary procedures of the servicer or the securitization trustee for handling such information in commercial mortgage backed securities transaction), excluding information that it shall maintain Lender determines in confidence good faith to be non-confidential (but in any case including any information relating to Borrowerthat is identified by Borrower or Sponsor in writing as material non-public information), Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that in any event Lender shall have the right to disclose any and all may make disclosures of such information (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each it being understood that the Persons to whom such Person shall have been disclosure is made will be informed of the confidential nature of such information and instructed to keep the same confidential in accordance with this Section 7.23such information confidential), (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Loan, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan, provided that any potential assignee, transferee, participant or investor shall be informed of the confidential nature thereof, (iii) to any rating agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) Document following an Event of Default, and (iiiv) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Loan (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial processprocess (provided that Lender shall provide only that portion of the confidential information that is so requested or legally required). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Property (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any rating agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agencyagency , including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. (a) Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Guarantor regarding Borrower, Guarantor, the Loan and the Property (i) to affiliates Affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer Assignment or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary in connection with the exercise of any remedies hereunder or under any other Loan (so long as each such Person shall have been instructed to keep Document following and during the same confidential in accordance with this Section 7.23) continuance of an Event of Default and (iiiv) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process, and (vi) in any Disclosure Document, provided Borrower’s liability with respect to the Disclosure Document shall be limited as provided in the last sentence of Section 9.17(a). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents, including the Committee on Uniform Securities Identification Procedure (CUSIP). Each party hereto (and each of their respective affiliatesAffiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby but does not include information relating to the identity of any of the parties hereto or any of their respective affiliatesAffiliates. Notwithstanding the above, Lender shall not provide or incorporate any information or materials relating to Guarantor or any properties owned by the Guarantor (other than the Property) that Borrower has identified as confidential, unless (x) Lender obtains a customary confidentiality undertaking (or deemed undertaking) from the recipient or (y) the information or materials is otherwise available in the public domain. (b) In connection with any Assignment, Borrower and Guarantor agree that they shall reasonably cooperate (including the formation of additional borrower entities) at Lender’s request and at Lender’s sole cost and expense to replace the initial Note with two or more replacement Notes (which may include component notes and/or senior and junior notes) and, if requested by Lender, deliver to Lender, together with such replacement Notes, an opinion of counsel with respect to the due authorization and enforceability of such replacement Notes; and/or recast the Loan into a mortgage loan and one or more levels of mezzanine loans to bankruptcy remote equityholders of Borrower, secured by pledges of certificated equity interests in the customary manner (each, a “New Mezzanine Loan”), which New Mezzanine Loan shall be evidenced by a complete set of loan documents that are based on the Loan Documents, with customary conforming changes to reflect structural differences between mortgage and mezzanine debt (and the existing Loan Documents shall likewise be amended to reflect the existence of such New Mezzanine Loan in a customary manner); or if a mezzanine loan was originated in connection with the closing of the Loan, reallocate the respective principal amounts and/or interest rates of the Loan and such mezzanine loan and/or create new layers of mezzanine debt; provided with respect to each of the foregoing that (i) the aggregate principal balance and weighted average interest rates of the Notes and mezzanine notes immediately following the consummation of any such transaction shall be the same as immediately prior thereto and shall continue to be the same (i.e., no “rate creep”) throughout the term (except in the case of application of principal following and during the continuance of an Event of Default) and (ii) the foregoing shall not result in any changes to the material terms of the Loan or result in an increase in Borrower’s obligations or liabilities or a decrease in Borrower’s rights and remedies under the Loan Documents or increase in Lender’s rights and remedies or decrease in Lender’s obligations or liabilities. In connection with any New Mezzanine Loan, Borrower shall obtain and deliver to Lender at Lender’s sole cost and expense (1) UCC title insurance coverage, (2) a mezzanine endorsement to its owner’s policy of title insurance, and (3) such legal opinions and other deliverables as are customarily delivered in connection with the closing of mezzanine loans; and Borrower shall cause the Approved Property Manager and any other applicable third parties to enter into agreements with the holder of the New Mezzanine Loan that are substantially identical as those entered into with the initial holder of the Loan. Notwithstanding anything to the contrary herein requiring that cooperation with Lender not result in any adverse effect on Borrower or Guarantor the parties agree that prepayments shall be applied among the components of the Loan, including any mezzanine loan, on a pro-rata basis, unless an Event of Default is continuing, in which case Lender shall be permitted to require that such amounts be applied sequentially, starting with the most senior tranche, which may have the effect of increasing the weighted average interest rate of the Loan and the New Mezzanine Loan. (c) If requested by Lender, Borrower shall review factual information regarding Borrower, Guarantor or the Property before it is included in any Disclosure Document provided to Borrower by Lender and shall, within 10 days of Borrower’s receipt thereof, advise Lender in writing of any misstatement of a material fact or omission of a material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, that if Borrower shall fail to respond within such 10-day period, Borrower shall be deemed to have confirmed the accuracy of such information. Borrower’s liability hereunder shall be limited as provided in the last sentence of Section 9.17(a). The foregoing shall be at Lender’s sole cost and expense.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain not disclose to any Person, and shall treat confidentially, all such information, but in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender event shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Properties (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each it being understood that the persons to whom such Person shall have been disclosure is made will be informed of the confidential nature of such information and instructed to keep the same confidential in accordance with this Section 7.23such information confidential), (ii) subject to Lender’s customary confidentiality agreement, which may be in the form of a so-called “click-through” confidentiality agreement on a data sharing website, to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a pledgee or a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process, and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. request (provided that the foregoing shall not expand the right of Lender agrees that it shall maintain to receive financial information, as provided in confidence any information relating to BorrowerArticle V hereof, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any limitations on the obligation of their subsidiaries; provided that Borrower to provide such financial information set forth therein). Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Properties (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein and their respective advisors and agents, or to by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect in each case, to the Loan (so long as each extent reasonably required by such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Person, (iii) to any governmental agencyRating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, if requested by such (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document, (v) to any governmental agency or otherwise required to comply with representative thereof or by the applicable rules and regulations National Association of such governmental agency Insurance Commissioners or if required pursuant to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this SectionSection 9.24, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. (a) Borrower shall make (and shall cause Mortgage Borrower to make) available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower, Mortgage Borrower or Guarantor regarding Borrower, Mortgage Borrower, Guarantor, the Loan and the Property (i) to affiliates Affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer Assignment or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary in connection with the exercise of any remedies hereunder or under any other Loan (so long as each such Person shall have been instructed to keep Document following and during the same confidential in accordance with this Section 7.23) continuance of an Event of Default and (iiiv) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process, and (vi) in any Disclosure Document, provided Borrower’s liability with respect to the Disclosure Document shall be limited as provided in the last sentence of Section 9.17(a). In addition, Lender may disclose the existence of this Agreement and the Mortgage Loan Agreement and the information about this Agreement and the Mortgage Loan Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents, including the Committee on Uniform Securities Identification Procedure (CUSIP). Each party hereto (and each of their respective affiliatesAffiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby but does not include information relating to the identity of any of the parties hereto or any of their respective affiliatesAffiliates. Notwithstanding the above, Lender shall not provide or incorporate any information or materials relating to Guarantor or any properties owned by the Guarantor (other than the Property) that Borrower has identified as confidential, unless (x) Lender obtains a customary confidentiality undertaking (or deemed undertaking) from the recipient or (y) the information or materials is otherwise available in the public domain. (b) In connection with any Assignment, Borrower and Guarantor agree that they shall reasonably cooperate (including the formation of additional borrower entities) at Lender’s request and at Lender’s sole cost and expense to reallocate the respective principal amounts and/or interest rates of the Loan and/or create new layers of mezzanine debt (each, a “New Mezzanine Loan”); provided with respect to each of the foregoing that (i) the aggregate principal balance and weighted average interest rates of the Note and mezzanine notes immediately following the consummation of any such transaction shall be the same as immediately prior thereto and shall continue to be the same (i.e., no “rate creep”) throughout the term (except in the case of application of principal following and during the continuance of an Event of Default) and (ii) the foregoing shall not result in any changes to the material terms of the Loan or result in an increase in Borrower’s obligations or liabilities or a decrease in Borrower’s rights and remedies under the Loan Documents or increase in Lender’s rights and remedies or decrease in Lender’s obligations or liabilities. In connection with any New Mezzanine Loan, Borrower shall obtain and deliver to Lender at Lender’s sole cost and expense (1) UCC title insurance coverage, (2) a mezzanine endorsement to its owner’s policy of title insurance, and (3) such legal opinions and other deliverables as are customarily delivered in connection with the closing of mezzanine loans; and Borrower shall cause the Approved Property Manager and any other applicable third parties to enter into agreements with the holder of the New Mezzanine Loan that are substantially identical as those entered into with the initial holder of the Loan. Notwithstanding anything to the contrary herein requiring that cooperation with Lender not result in any adverse effect on Borrower or Guarantor the parties agree that prepayments shall be applied among the components of the Loan, including any mezzanine loan, on a pro-rata basis, unless an Event of Default is continuing, in which case Lender shall be permitted to require that such amounts be applied sequentially, starting with the most senior tranche, which may have the effect of increasing the weighted average interest rate of the Loan and the New Mezzanine Loan. (c) If requested by Lender, Borrower shall review factual information regarding Borrower, Mortgage Borrower, Guarantor or the Property before it is included in any Disclosure Document provided to Borrower by Lender and shall, within 10 days of Borrower’s receipt thereof, advise Lender in writing of any misstatement of a material fact or omission of a material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided, that if Borrower shall fail to respond within such 10-day period, Borrower shall be deemed to have confirmed the accuracy of such information. Borrower’s liability hereunder shall be limited as provided in the last sentence of Section 9.17(a). The foregoing shall be at Lender’s sole cost and expense.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Operating Lessee, Sponsor, the Loan and the Property (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any rating agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process, and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates. Notwithstanding anything set forth herein to the contrary, for so long as the Sponsor is a publicly traded company, Lender shall not disclose information about the Sponsor (including in any Disclosure Document) that is not publicly available, without the prior consent of Borrower, which consent shall not to be unreasonably withheld, delayed or conditioned.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees request that it shall maintain in confidence is reasonably available to Borrower or to any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf Affiliate of Borrower, Guarantor or any of their subsidiaries; provided that . Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Guarantor regarding Borrower, Guarantor, the Loan and the Property (i) to affiliates Lender, (i) to Affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignmenta Secondary Market Transaction, transfer and to any investors or participation of all or any portion of the Loan or any participations therein prospective investors, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan (so long as each Loan; provided, that prior to providing any such information Lender shall notify such Person that the confidential information being provided is confidential and Lender shall have been instructed instruct such person to keep the same confidential in accordance with this Section 7.23) and information confidential, (iii) to any Rating Agency in connection with a Secondary Market Transaction or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial processprocess (provided, that, Lender shall provide only that portion of the confidential information that is so requested or legally required to be provided), and (vi) in any disclosure documents in connection with a Secondary Market Transaction. In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain not disclose to any Person, and shall treat confidentially, all such information, but in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender event shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Properties (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each it being understood that the persons to whom such Person shall have been disclosure is made will be informed of the confidential nature of such information and instructed to keep the same confidential in accordance with this Section 7.23such information confidential), (ii) subject to Lender’s customary confidentiality agreement, which may be in the form of a so-called “click-through” confidentiality agreement on a data sharing website, to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a pledgee or a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process, and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.. 102

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain Subject to the confidentiality restrictions set forth in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; Hotel Operating Agreement and provided that Lender shall direct such Persons to keep all non-public information confidential, Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Property (i) to affiliates of Lender and to Lender’s 's agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignmentAssignment, transfer transfer, Participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a pledgee or a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant LOAN AGREEMENT – Page 121 to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “"tax structure” " means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain Subject to the confidentiality restrictions set forth in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; Hotel Operating Agreement and provided that Lender shall direct such Persons to keep all non-public information confidential, Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Property (i) to affiliates of Lender and to Lender’s 's agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignmentAssignment, transfer transfer, Participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a pledgee or a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and LOAN AGREEMENT – Page 105 49125-481/Block 21 (TX) all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “"tax structure” " means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information (i) to affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23), (ii) to any actual or potential assignee, transferee or participant Participant in connection with the contemplated assignment, transfer or participation of all or any portion of the Loan or any participations therein and their respective advisors and agents, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and (iii) to any governmental agency, if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process. In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender agrees that it shall maintain in confidence any information relating to Borrower, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Property (i) to affiliates of Lender and to Lender’s 's agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “"tax structure” " means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Provided that Lender agrees that it shall maintain in confidence any direct such parties to keep all non-public information relating to Borrowerconfidential, Guarantor, any of their subsidiaries, their businesses or the Properties furnished to it by or on behalf of Borrower, Guarantor or any of their subsidiaries; provided that Lender shall have the right to disclose any and all such information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Properties (i) to affiliates Affiliates of Lender and to Lender’s agents and advisors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23)advisors, (ii) to any actual bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer transfer, participation or participation Securitization of all or any portion of the Loan or any participations therein and their respective advisors and agents, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect in each case, to the Loan (so long as each extent reasonably required by such Person shall have been instructed to keep the same confidential in accordance with this Section 7.23) and Person, (iii) to any governmental agencyRating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, if requested by such (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document, (v) to any governmental agency or otherwise required to comply with representative thereof or by the applicable rules and regulations National Association of such governmental agency Insurance Commissioners or if required pursuant to legal or judicial processprocess and (vi) in any Disclosure Document (as defined in the Cooperation Agreement), provided that such Disclosure Document directs the recipient thereof to keep all non-public information confidential. In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliatesAffiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction and all materials of any kind (including including, without limitation, opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this SectionSection 9.24, “tax structure” means any facts relevant to the federal income tax treatment of the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliatesAffiliates. Lender, all potential assignees, transferees, participants and/or pledgees of the Loan and all of their respective advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Borrower, and | NY\1631294.13 mle xx xxxx Loan Agreement|| Borrower hereby indemnifies Lender as to any Damages that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any information provided to Lender by Borrower or Sponsor or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading.