Common use of Provided Information Clause in Contracts

Provided Information. In connection with any Secondary Market Transaction, Borrower shall, at Lender's expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, Borrower, Guarantor, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the "Provided Information"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender; (b) at Lender's expense, cause counsel to render opinions customary in securitization transactions with respect to the Property, Borrower, or Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Property, Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower's organizational documents, as may be requested by Lender or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change to Borrower in the transaction. Lender shall reimburse Borrower for all of Borrower's reasonable and documented actual out-of-pocket costs and expenses incurred by Borrower in cooperating with a Secondary Market Transaction in accordance with this Section 9.2, within five (5) Business Days following Lender's receipt of reasonably detailed invoices therefor. Borrower's and Guarantor's cooperation obligations set forth herein shall continue until the Loan has been paid in full.

Provided Information. In connection with any Secondary Market Transaction, Borrower shall, at Lender's expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any such Secondary Market Transactions, including: (a) to (i) to provide Provide, at the sole expense of the holder of the Note, such non-confidential financial and other information information( but not projections) with respect to the Property, the Member, the Borrower and Manager to the extent such information is in Borrower, Guarantor, Manager and any tenants of the Property's or Manager's possession, (ii) provide provide, at the sole expense of the holder of the Note, business plans (but not projections) and budgets relating to the Property Property, to the extent prepared by the Borrower or Manager and (iii) perform or permit or cause to be performed or permitted cooperate with the holder of the Note (and its representatives) in obtaining, at the sole expense of the holder of the Note, such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time by the holder of the Note or reasonably requested by the Rating Agencies (all information provided pursuant to time by this Section 14.1 together with all other information heretofore provided to Lender or in connection with the Loan, as such may be necessary or appropriate updated, at Borrower's request, in connection with a Secondary Market Transaction Securitization, or Exchange Act requirements (the items hereafter provided to Lender in connection with the Loan or a Securitization, being herein collectively called the PROVIDED INFORMATION). The financial statements delivered by each Manager and Guarantor hereunder and pursuant to this paragraph the Guaranty in connection with the Closing of the Loan will be treated as confidential by Lender and each investor in, successor, assignee, and participant of Lender, and such parties for themselves shall agree not to disclose such financial statements to any Person, provided that such financial statements may be disclosed to any of the following in connection with their participation in the transactions contemplated by the Loan Documents or the sale, transfer, participation or assignment of Lender's interest in the Loan or investment in Lender or any successor, assignee or participant: directors, officers, employees, representatives, legal counsel, accountants and prospective investors of any of such Persons, it being understood that such Persons shall be informed of the confidential nature of such financial statements and shall agree in writing to treat such financial statements confidentially. Notwithstanding the foregoing, such Persons shall be permitted to disclose such financial statements (a) being called the "Provided Information"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender; extent required by law, (b) at Lender's expense, cause counsel to render opinions customary in securitization transactions with respect to the Propertyextent such confidential financial statements becomes publicly available other than as a result of the breach of this acknowledgment, Borrower, or Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Propertyextent such financial statements become available to any of such Persons on a non-confidential basis, Borrower and or (d) to the extent necessary to enforce the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower's organizational documents, as may be requested by Lender or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change to Borrower in the transaction. Lender shall reimburse Borrower for all of Borrower's use reasonable and documented actual out-of-pocket costs and expenses incurred by Borrower in cooperating with a Secondary Market Transaction in accordance with this Section 9.2, within five (5) Business Days following Lender's receipt of reasonably detailed invoices therefor. Borrower's and Guarantor's cooperation obligations set forth herein shall continue until the Loan has been paid in full.efforts to cause such financial statements to remain confidential);

Provided Information. In connection with any Secondary Market Transaction, Borrower shall, at Lender's expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any such Secondary Market Transactions, including: (a) to (i) to provide Provide, at its sole expense, such financial and other information (but not projections) with respect to the Property, BorrowerBorrower Parents, Affiliate Tenant, Borrower Subsidiary, Guarantor, Manager and any tenants Borrower as may be required in order to comply with the requirements of the PropertySecurities Act (as defined herein) in the offering of the Securities, to comply with Rating Agency requirements or, if the Securities are listed on the Luxembourg Stock Exchange or other foreign exchange, to comply with the requirements of such exchange and, to the extent such information is reasonably available to Borrower or Guarantor and such information is not confidential, in connection with the marketing of the Securities, (ii) provide provide, at its sole expense, business plans (but not projections) and budgets relating to the Property and Property, to the extent prepared by the Borrower or Guarantor, (iii) perform cooperate with the holder of the Note (and its representatives) in obtaining or permit or cause to be performed or permitted such performing, at its sole expense, site inspection, appraisals, surveys, market studies, environmental reviews (including, if appropriate Phase II reports) and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time by the holder of the Note or reasonably requested by the Rating Agencies and (iv) provide, at its sole expense CMSA loan and property setup files in a form reasonably acceptable to time by Lender and Borrower and reasonably cooperate with any servicer or master servicer to provide and deliver all reasonably requested historical, underwriting and other reasonable financial information necessary for such servicer to prepare a CMSA investor reporting package to the extent such information is reasonably available to Borrower or Guarantor (all information provided pursuant to this Section 14.1 together with all other information heretofore provided to Lender in connection with the Loan, as such may be necessary or appropriate updated, at Borrower's request, in connection with a Secondary Market Transaction Securitization, or Exchange Act requirements (the items hereafter provided to Lender pursuant to this paragraph (a) in connection with the Loan or a Securitization, being herein collectively called the "Provided Information"PROVIDED INFORMATION), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender; (b) at Lender's expense, cause counsel to render opinions customary in securitization transactions with respect to the Property, Borrower, or Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Property, Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower's organizational documents, as may be requested by Lender or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change to Borrower in the transaction. Lender shall reimburse Borrower for all of Borrower's reasonable and documented actual out-of-pocket costs and expenses incurred by Borrower in cooperating with a Secondary Market Transaction in accordance with this Section 9.2, within five (5) Business Days following Lender's receipt of reasonably detailed invoices therefor. Borrower's and Guarantor's cooperation obligations set forth herein shall continue until the Loan has been paid in full.;