Common use of Lender Assignment Clause in Contracts

Lender Assignment. Lender may assign or transfer the Loan and/or the Loan Documents or sell all or a portion of the Loan or securitize all or a portion of the Loan in one or more transactions through the issuance of participation interests or the issuance of mortgage pass-through certificates or other securities evidencing ownership of all or a portion of the Loan or beneficial interests in the Loan, in one or more rated or unrated public or private transactions to a third party or parties (each, a "Covered Transaction") without the consent of or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may be assigned the rights of Lender hereunder, and such assignee or transferee will succeed to the rights and obligations of Lender under the Loan Documents, and the assigning Lender will be automatically released from any obligations under this Agreement and/or the other Loan Documents upon assumption by the assignee of the assigning Lender's obligations under this Agreement. Borrower agrees that, upon request, it will cooperate with Lender and use its reasonable efforts to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in form and substance reasonably acceptable to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender may forward to each potential purchaser, transferee, assignee, any entity appointed by Lender to service the Loan, or any trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, Borrower Parties, Guarantor and/or the Property which will have been furnished by Borrower or any other Person in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisable. Any assignee of Lender's interest in the Loan or the Loan Documents will take the same free and clear of any claims of offset, counterclaim or defense that are unrelated to the Loan or the Loan Documents that Borrower may otherwise claim against any assignor, and no such unrelated claim of offset, counterclaim or defense will be asserted by Borrower in any action or proceeding brought by any such assignee under any of the Loan Documents. Borrower agrees that Lender may disclose such information as it deems necessary or advisable regarding the Loan, Borrower, any Guarantor, any Borrower Party and/or the Property in connection with any disclosure required by Lender, or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the preparation of audited or unaudited financial statements of Lender.

Lender Assignment. Any Lender may assign to 1 or transfer the Loan and/or the Loan Documents or sell more Eligible Assignees (as defined below) all or a portion of the Loan or securitize its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan Accommodations at the time outstanding to it); provided that (i) except in one or more transactions through the issuance case of participation interests or an assignment of the issuance entire remaining amount of mortgage pass-through certificates or other securities evidencing ownership the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Lender Transfer Agreement with respect to such assignment is delivered to the Agent) shall not be less than $10,000,000 unless each of the Agent and, so long as a Credit Event with respect to the Borrower or, without limiting the foregoing, an Event of Default has not occurred and is then continuing, the Borrower otherwise consents in its discretion, (ii) each partial assignment shall be made as an assignment of a proportionate part of all or the assigning Lender's rights and obligations under this Agreement, and (iii) the parties to each assignment shall execute and deliver to the Agent a portion Lender Transfer Agreement, together with a processing and recordation fee of $5,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire. Subject to such conditions, and acceptance and recording thereof by the Agent, from and after the effective date specified in each Lender Transfer Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the Loan or beneficial interests in the Loaninterest assigned by such Lender Transfer Agreement, in one or more rated or unrated public or private transactions to a third party or parties (each, a "Covered Transaction") without the consent of or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may be assigned the rights of Lender hereunder, and such assignee or transferee will succeed to have the rights and obligations of a Lender under the Loan Documentsthis Agreement, and the assigning Lender will thereunder shall, to the extent of the interest assigned by such Lender Transfer Agreement, be automatically released from any its obligations under this Agreement and/or (and, in the other Loan Documents upon assumption by the assignee case of a Lender Transfer Agreement covering all of the assigning Lender's rights and obligations under this Agreement. Borrower agrees that, upon request, it will cooperate with such Lender and use its reasonable efforts shall cease to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in form and substance reasonably acceptable be a party hereto but shall continue to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender may forward to each potential purchaser, transferee, assignee, any entity appointed by Lender to service the Loan, or any trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating entitled to the Loan, Borrower, Borrower Parties, Guarantor and/or benefits of the Property which will have been furnished by Borrower or any other Person indemnities in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisablethis Agreement). Any assignee assignment or transfer by a Lender of Lender's interest rights or obligations under this Agreement that does not comply with this Section 13.1(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in the Loan or the Loan Documents will take the same free such rights and clear of any claims of offset, counterclaim or defense that are unrelated to the Loan or the Loan Documents that Borrower may otherwise claim against any assignor, and no such unrelated claim of offset, counterclaim or defense will be asserted by Borrower obligations in any action or proceeding brought by any such assignee under any of the Loan Documents. Borrower agrees that Lender may disclose such information as it deems necessary or advisable regarding the Loan, Borrower, any Guarantor, any Borrower Party and/or the Property in connection accordance with any disclosure required by Lender, or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the preparation of audited or unaudited financial statements of LenderSection 13.1(c).

Lender Assignment. Any Lender may at any time assign to one or transfer the Loan and/or the Loan Documents or sell more Eligible Assignees (each, an “Assignee”) all or a portion of the Loan or securitize its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan Loans (including for purposes of this subparagraph (b) participations in one Letter of Credit Liability) at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or more transactions through in the issuance case of participation interests an assignment to a Lender or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the issuance Commitment assigned; (iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of mortgage pass-through certificates $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or other securities the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing ownership such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of all or this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a portion party to this Agreement and, to the extent of the Loan or beneficial interests in the Loaninterest assigned by such Assignment and Assumption Agreement, in one or more rated or unrated public or private transactions to a third party or parties (each, a "Covered Transaction") without the consent of or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may be assigned the rights of Lender hereunder, and such assignee or transferee will succeed to have the rights and obligations of a Lender under the Loan Documentsthis Agreement, and the assigning Lender will thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be automatically released from any its obligations under this Agreement and/or (and, in the other Loan Documents upon assumption by the assignee case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of and be subject to the obligations under Sections 2.16, 2.19 and 2.20 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Borrower agrees that, upon Upon request, it will cooperate with and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and use its reasonable efforts to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in form and substance reasonably acceptable to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender may forward to each potential purchaser, transferee, assignee, any entity appointed by Lender to service the Loan, or any trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating deliver a Note to the Loanassignee Lender, and the applicable existing Note or Notes shall be returned to Borrower, Borrower Parties, Guarantor and/or the Property which will have been furnished by Borrower or any other Person in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisable. Any assignee assignment or transfer by a Lender of Lender's interest rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in the Loan or the Loan Documents will take the same free such rights and clear obligations in accordance with subparagraph (d) of any claims of offset, counterclaim or defense that are unrelated to the Loan or the Loan Documents that Borrower may otherwise claim against any assignor, and no such unrelated claim of offset, counterclaim or defense will be asserted by Borrower in any action or proceeding brought by any such assignee under any of the Loan Documents. Borrower agrees that Lender may disclose such information as it deems necessary or advisable regarding the Loan, Borrower, any Guarantor, any Borrower Party and/or the Property in connection with any disclosure required by Lender, or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the preparation of audited or unaudited financial statements of Lenderthis Section 9.13.

Lender Assignment. Any Lender may at any time assign to one or transfer the Loan and/or the Loan Documents or sell more Eligible Assignees (each, an “Assignee”) all or a portion of the Loan or securitize its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan Loans at the time owing to it); provided that: (i) except in one the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or more transactions through in the issuance case of participation interests an assignment to a Lender or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the issuance Commitment assigned; (iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of mortgage pass-through certificates $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or other securities the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing ownership such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of all or this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a portion party to this Agreement and, to the extent of the Loan or beneficial interests in the Loaninterest assigned by such Assignment and Assumption Agreement, in one or more rated or unrated public or private transactions to a third party or parties (each, a "Covered Transaction") without the consent of or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may be assigned the rights of Lender hereunder, and such assignee or transferee will succeed to have the rights and obligations of a Lender under the Loan Documentsthis Agreement, and the assigning Lender will thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be automatically released from any its obligations under this Agreement and/or (and, in the other Loan Documents upon assumption by the assignee case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of and be subject to the obligations under Sections 2.15, 2.18 and 2.19 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Borrower agrees that, upon Upon request, it will cooperate with and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and use its reasonable efforts to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in form and substance reasonably acceptable to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender may forward to each potential purchaser, transferee, assignee, any entity appointed by Lender to service the Loan, or any trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating deliver a Note to the Loanassignee Lender, and the applicable existing Note or Notes shall be returned to Borrower, Borrower Parties, Guarantor and/or the Property which will have been furnished by Borrower or any other Person in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisable. Any assignee assignment or transfer by a Lender of Lender's interest rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in the Loan or the Loan Documents will take the same free such rights and clear obligations in accordance with subparagraph (d) of any claims of offset, counterclaim or defense that are unrelated to the Loan or the Loan Documents that Borrower may otherwise claim against any assignor, and no such unrelated claim of offset, counterclaim or defense will be asserted by Borrower in any action or proceeding brought by any such assignee under any of the Loan Documents. Borrower agrees that Lender may disclose such information as it deems necessary or advisable regarding the Loan, Borrower, any Guarantor, any Borrower Party and/or the Property in connection with any disclosure required by Lender, or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the preparation of audited or unaudited financial statements of Lenderthis Section 9.13.

Lender Assignment. Lender Lender, at any time with not less than fifteen (15) days’ prior written notice to Borrower, may assign or transfer the Loan sell, transfer, assign, grant a participation in, and/or the Loan Documents or sell grant a security interest in all or a portion of the Loan or securitize all or a portion of the Loan in one or more transactions through the issuance of participation interests or the issuance of mortgage pass-through certificates or other securities evidencing ownership of all or a portion of the Loan or beneficial interests in the Loan, in one or more rated or unrated public or private transactions to a third party or parties (each, a "Covered Transaction") without the consent of or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may be assigned the rights of Lender hereunder, and such assignee or transferee will succeed to the rights and obligations of Lender under the Loan Documents, and the assigning Lender will be automatically released from any obligations under this Agreement and/or the other Loan Documents upon assumption by the assignee of the assigning Lender's obligations under this Agreement. Borrower agrees that, upon request, it will cooperate with Lender and use its reasonable efforts to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in form and substance reasonably acceptable to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender may forward to each potential purchaser, transferee, assignee, any entity appointed by Lender to service the Loan, or any trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, Borrower Parties, Guarantor and/or the Property which will have been furnished by Borrower or any other Person in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisable. Any assignee part of Lender's interest in the Loan Loan, any payments due with respect thereto, this Agreement and any Transaction Documents (each, a "Lender Transfer"). Any purchaser, transferee, assignee or secured party of Lender (each a "Lender Assignee") shall have and may exercise all of Lender's rights hereunder with respect to the Loan Documents will take Loan, any payments due with respect thereto, this Agreement and any Transaction Documents, the same free Lien of Lender on the Collateral, and/or the other property or rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of the rights, but none of the obligations (unless expressly and clear to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any claims obligations of offset, counterclaim or defense Lender that are unrelated to have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Documents Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may otherwise have against Lender; provided, however, that Borrower may assert any such claim in a separate action against any assignorLender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Lender or to such Lender Assignee an acknowledgment of such Lender Transfer in form and substance satisfactory to the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and no such unrelated claim other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assignee; and (ii) comply with all other reasonable requirements of offset, counterclaim or defense will be asserted by Borrower in any action or proceeding brought by any such assignee under any of the Loan Documents. Borrower agrees that Lender may disclose such information as it deems necessary or advisable regarding the Loan, Borrower, any Guarantor, any Borrower Party and/or the Property Assignee in connection with any disclosure required such Lender Transfer. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by Lender, or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the preparation of audited or unaudited financial statements of Lenderthis Section 6.1.

Lender Assignment. Any Lender may at any time assign to one or transfer the Loan and/or the Loan Documents more Eligible Assignees (each, an “Assignee”) all or sell a portion of its rights and obligations under this Agreement (including all or a portion of the Loan or securitize all or a portion Loans at the time owing to it); provided that: (i) the prior written consent of the Loan Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) except in one the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or more transactions through in the issuance case of participation interests an assignment to a Lender or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $5,000,000 (and shall be in an integral multiple of $1,000,000.00), and, after such assignment, no Lender shall hold a Commitment of less than $10,000,000 (unless, in the case of an assigning Lender, such Lender shall have assigned all of its Loans and Commitments); (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the issuance Commitment assigned; (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of mortgage pass-through certificates $3,500.00 (except in the case of a transfer at the demand of Borrower under Section 9.15 hereof, in which case Borrower or other securities the transferee Lender shall pay such fee), (v) the assigning Lender shall deliver any Notes evidencing ownership such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower) and (vi) such Lender shall simultaneously assign a proportionate part of all or its Commitments and Loans (each as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement to the assignee Lender. Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a portion party to this Agreement and, to the extent of the Loan or beneficial interests in the Loaninterest assigned by such Assignment and Assumption Agreement, in one or more rated or unrated public or private transactions to a third party or parties (each, a "Covered Transaction") without the consent of or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may be assigned the rights of Lender hereunder, and such assignee or transferee will succeed to have the rights and obligations of a Lender under the Loan Documentsthis Agreement, and the assigning Lender will thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be automatically released from any its obligations under this Agreement and/or (and, in the other Loan Documents upon assumption by the assignee case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of and be subject to the obligations under Sections 2.16, 2.19, 2.20, 9.6 and 9.7 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Borrower agrees that, upon Upon request, it will cooperate with and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and use its reasonable efforts to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in form and substance reasonably acceptable to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender may forward to each potential purchaser, transferee, assignee, any entity appointed by Lender to service the Loan, or any trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating deliver a Note to the Loanassignee Lender, and the applicable existing Note or Notes shall be returned to Borrower, Borrower Parties, Guarantor and/or the Property which will have been furnished by Borrower or any other Person in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisable. Any assignee assignment or transfer by a Lender of Lender's interest rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in the Loan or the Loan Documents will take the same free such rights and clear obligations in accordance with subparagraph (d) of any claims of offset, counterclaim or defense that are unrelated to the Loan or the Loan Documents that Borrower may otherwise claim against any assignor, and no such unrelated claim of offset, counterclaim or defense will be asserted by Borrower in any action or proceeding brought by any such assignee under any of the Loan Documents. Borrower agrees that Lender may disclose such information as it deems necessary or advisable regarding the Loan, Borrower, any Guarantor, any Borrower Party and/or the Property in connection with any disclosure required by Lender, or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the preparation of audited or unaudited financial statements of Lenderthis Section 9.13.