Common use of Sale of Mortgages and Securitization Clause in Contracts

Sale of Mortgages and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”). (b) If requested by Lender, Borrowers shall assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to each of the Properties, the business operated at each of the Properties, Borrowers, Operating Lessee and the Managers, (B) provide updated budgets relating to each of the Properties, and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of the Properties and Borrowers, Operating Lessee and their Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments to the Loan Documents and to each Borrower’s organizational documents requested by Lender; provided, however, that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan. (c) If requested by Lender, each Borrower shall provide Lender with the following financial statements (it being understood that Lender shall request (i) full financial statements if it anticipates that the principal amount of the Loan at the time of a Securitization may, or if the principal amount of the Loan at any time during which the Loan is included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included in the Securitization, and (ii) summaries of such financial statements if the principal amount of the Loan at any such time equals or exceeds ten percent (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Date, a balance sheet with respect to each of the Properties for the two most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties for the three most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3-02 of Regulation S-X (all of such financial statements, collectively, the “Standard Statements”); provided, however, that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been acquired by the applicable Borrower from an unaffiliated third party, as to which the other conditions set forth in Section 210.3-05 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3-05 of Regulation S-X (“Acquired Property Statements”). (ii) Not later than forty-five (45) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not later than ninety (90) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties as of the end of such Fiscal Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for such Fiscal Year, meeting the requirements of Section 210.3-02

Sale of Mortgages and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a in one or more pooled loan securitizationsecuritizations. (The transactions referred to in clauses (i), (ii) and (iii) shall are each hereinafter be referred to collectively as a “Secondary Market TransactionsTransaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrowers shall assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace or marketplace, by prospective investors, the Rating Agencies Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to each of the PropertiesProperty, the business operated at each of the PropertiesProperty, Borrowerseach Borrower, Operating Lessee each Guarantor and the ManagersManager, including, without limitation, the information set forth on Exhibit B attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to each of the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews and Table of Contents reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of Property, the Properties Loan Documents, and Borrowers, Operating Lessee each Borrower and their its Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments to the Loan Documents and to each Borrower’s organizational documents requested by Lender; provided, however, that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change review any Disclosure Document or any interim draft thereof furnished by Lender to Borrowers with respect to information contained therein that was furnished to Lender by or on behalf of Borrowers in connection with the interest rate, the stated maturity or the amortization preparation of principal as set forth herein such Disclosure Document or in connection with the Noteunderwriting or closing of the Loan, or including financial statements of Borrowers and Guarantors, operating statements and rent rolls with respect to the Properties, and (B) modify within three (3) Business Days following Borrowers’ receipt thereof, provide to Lender in writing any revisions to such Disclosure Document or amend interim draft thereof necessary or advisable to insure that such reviewed information does not contain any other untrue statement of a material economic term of the Loanfact or omit to state any material fact necessary to make statements contained therein not misleading. (c) If requested If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrowers alone or Borrowers and one or more Affiliates of Borrowers (including any guarantor or other Person that is directly or indirectly committed by Lendercontract or otherwise to make payments on all or a part of the Loan) collectively, each Borrower or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrowers shall provide furnish to Lender with upon request the following financial statements (it being understood that Lender shall request information: (i) full financial statements if it anticipates Lender expects that the principal amount of the Loan at together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for each Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of a Securitization mayRegulation S-K and Item 1112(b)(1) of Regulation AB), or or (ii) if Lender expects that the principal amount of the Loan at together with any time during which Related Loans, as of the Loan is included in a Securitization doescut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, and (ii) summaries of such the financial statements if the principal amount required under Item Table of the Loan at any such time equals or exceeds ten percent Contents 1112(b)(2) of Regulation AB (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Datewhich includes, but may not be limited to, a balance sheet with respect to each of the Properties entity that Lender determines to be a Significant Obligor for the two most recent Fiscal Years or for such shorter owned periodand applicable interim periods, meeting the requirements of Section 210.3Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties Property for the three most recent Fiscal Years or for such shorter owned periodand applicable interim periods, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3Rule 3-02 of Regulation S-X (all of such financial statementsor if Lender determines that the Properties are the Significant Obligor and the Properties (other than properties that are hotels, collectivelynursing homes, the “Standard Statements”); provided, however, or other properties that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been or other legal requirements) were acquired by the applicable Borrower from an unaffiliated third party, as to which party and the other conditions set forth in Section 210.3Rule 3-05 14 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3Rule 3-05 14 of Regulation S-X (“Acquired Property Statements”X)). (d) Further, if requested by Lender, Borrowers shall, promptly upon Lender’s request, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any Tenant under any Lease at any Property (to the extent available to Borrower) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such Tenant or group of affiliated Tenants under any Lease within all of the mortgage loans included or expected to be included in the Securitization such that such Tenant or group of affiliated Tenants under any Lease would constitute a Significant Obligor. Borrowers shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such Tenants under any Lease meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender determines that Borrowers alone or Borrowers and one or more Affiliates of any Borrowers collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrowers shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) Not with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than forty-five thirty (4530) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, Borrower and statements of income and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i2) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not not later than ninety seventy-five (9075) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties as of the end of such Fiscal Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for such Fiscal Year, meeting the requirements of Section 210.3-02Borrower.

Sale of Mortgages and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”). (b) If requested by Lender, Borrowers shall assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to each of the Properties, the business operated at each of the Properties, Borrowers, Operating Lessee and the Managers, (B) provide updated budgets relating to each of the Pool 2 Properties, and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of the Properties and Borrowers, Operating Lessee and their Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments to the Loan Documents and to each Borrower’s organizational documents requested by Lender; provided, however, that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan. (c) If requested by Lender, each Borrower shall provide Lender with the following financial statements (it being understood that Lender shall request (i) full financial statements if it anticipates that the principal amount of the Loan at the time of a Securitization may, or if the principal amount of the Loan at any time during which the Loan is included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included in the Securitization, and (ii) summaries of such financial statements if the principal amount of the Loan at any such time equals or exceeds ten percent (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Date, a balance sheet with respect to each of the Properties for the two most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties for the three most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3-02 of Regulation S-X (all of such financial statements, collectively, the “Standard Statements”); provided, however, that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been acquired by the applicable Borrower from an unaffiliated Pool 2 third party, as to which the other conditions set forth in Section 210.3-05 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3-05 of Regulation S-X (“Acquired Property Statements”). (ii) Not later than forty-five (45) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not later than ninety (90) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties as of the end of such Fiscal Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for such Fiscal Year, meeting the requirements of Section 210.3-02

Sale of Mortgages and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions transaction referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “"Secondary Market Transactions” " and the transactions referred to in clause (iii) shall hereinafter be referred to as a “"Securitization”. ." Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “"Securities”"). (b) If requested by Lender, Borrowers each Borrower shall assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including including, without limitation, to: (i) (A) provide updated financial and other information with respect to each of the Properties, the business operated at each of the Properties, Borrowers, Operating Lessee each Borrower and the Managers, (B) provide updated budgets relating to each of the Properties, Properties and (C) provide updated appraisals, market studies, environmental reviews assessments (Phase I’s 's and, if appropriate, Phase II’s's), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense Properties (the “"Updated Information”"), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale consolidation or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of the Properties and Borrowers, Operating Lessee Borrowers and their Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments to the Loan Documents and to each any Borrower’s 's organizational documents reasonably requested by Lender; provided, however, that Borrowers such Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan. (c) If requested Each Borrower acknowledges that the Loan may be further divided into two or more separate notes (or components) that correspond to one or more tranches of certificates created in a Securitization and each Borrower agrees to cooperate with Lender in connection therewith. Such notes or note components may be assigned different interest rates, so long as the weighted average of such interest rates equals the applicable Interest Rate; provided, that each Borrower recognizes that, in the case of partial prepayments associated with principal reduction funded from Net Proceeds, the application of amounts to principal following an Event of Default under the Loan, or any other prepayment of a portion of the Loan by Lenderany Borrower, the weighted average interest rate of the Loan may increase because principal may be applied sequentially, starting with the most senior tranche of certificates. In addition, each Borrower shall provide Lender with the following financial statements (it being understood acknowledges and agrees that Lender shall request (i) full financial statements if it anticipates have the right to split the Note into an "A" note and a "B" note and each Borrower agrees to cooperate with Lender in connection therewith in connection with the foregoing so long as the weighted average interest rate of the "A" note and the "B" note equals the applicable Interest Rate; provided, that each Borrower recognizes that, in the case of partial prepayments associated with principal amount reduction funded from Net Proceeds, the application of amounts to principal following an Event of Default under the Loan, or any other prepayment of a portion of the Loan at by any Borrower, the time of a Securitization may, or if the principal amount weighted average interest rate of the Loan at may increase because in certain circumstances principal may be applied sequentially to the "A" and the "B" note. (d) If, pursuant to this Section, any time during which interest in this Agreement or the Loan Note is included transferred to any transferee that is not a U.S. Person, the Lender shall cause such transferee, concurrently with the effectiveness of such transfer, to furnish to the Lender and Borrowers either Form W-8BEN or Form W-8ECI or any other form in a Securitization doesorder to establish an exemption from, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included reduction in the Securitizationrate of, U.S. withholding tax on all interest payments hereunder, and to agree (ii) summaries of such financial statements if the principal amount of the Loan at any such time equals or exceeds ten percent (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Date, a balance sheet with respect to each of the Properties for the two most recent Fiscal Years benefit of Lender and Borrowers) to provide the Lender a new Form W-8BEN or for such shorter owned periodForm W-8ECI or any forms reasonably requested in order to establish an exemption, meeting or reduction in the requirements rate of, U.S. withholding tax upon the expiration or obsolescence of Section 210.3-01 of Regulation S-X, any previously delivered form and statements of income and statements of cash flows with respect to each of the Properties for the three most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3-02 of Regulation S-X (all of such financial statements, collectively, the “Standard Statements”); provided, however, that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been acquired by the applicable Borrower from an unaffiliated third party, as to which the other conditions set forth in Section 210.3-05 of Regulation S-X for provision of financial comparable statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required U.S. laws and regulations and amendments duly executed and completed by such Section 210.3-05 of Regulation S-X (“Acquired Property Statements”). (ii) Not later than forty-five (45) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-Xtransferee, and statements of income to comply from time to time with all applicable U.S. laws and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, regulations with respect regard to such quarterly financial statementswithholding tax exemption. (iii) Not later than ninety (90) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties as of the end of such Fiscal Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for such Fiscal Year, meeting the requirements of Section 210.3-02

Sale of Mortgages and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”). (b) If requested by Lender, Borrowers shall assist Lender, at Lender’s expense, in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to each of the Properties, the business operated at each of the Properties, Borrowers, Operating Lessee and the Managers, (B) provide updated budgets relating to each of the Pool 1 Properties, and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of the Properties and Borrowers, Operating Lessee and their Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments to the Loan Documents and to each Borrower’s organizational documents requested by Lender; provided, however, that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan. (c) If requested by Lender, each Borrower shall provide Lender with the following financial statements (it being understood that Lender shall request (i) full financial statements if it anticipates that the principal amount of the Loan at the time of a Securitization may, or if the principal amount of the Loan at any time during which the Loan is included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included in the Securitization, and (ii) summaries of such financial statements if the principal amount of the Loan at any such time equals or exceeds ten percent (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Date, a balance sheet with respect to each of the Properties for the two most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties for the three most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3-02 of Regulation S-X (all of such financial statements, collectively, the “Standard Statements”); provided, however, that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been acquired by the applicable Borrower from an unaffiliated Pool 1 third party, as to which the other conditions set forth in Section 210.3-05 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3-05 of Regulation S-X (“Acquired Property Statements”). (ii) Not later than forty-five (45) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not later than ninety (90) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties as of the end of such Fiscal Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for such Fiscal Year, meeting the requirements of Section 210.3-02

Sale of Mortgages and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan Loans or any portion thereof as a whole loan, (ii) to sell participation interests in the LoanLoans, or (iii) to securitize the Loan Loans or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”.). (b) If requested by Lender, Borrowers Borrower shall assist Lender, at LenderBorrower’s expensereasonable expense not to exceed $25,000 in the aggregate, in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including to: (i) (A) provide updated (and, if so required by the Rating Agencies, additional) financial and other information with respect to each of the PropertiesLand, the business operated at each of the PropertiesLand, Borrowersthe Real Property, Operating Lessee Borrower, Guarantor, and the Managers, (B) provide updated budgets relating to each of the PropertiesLocation, and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense Location (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of the Properties Property and BorrowersBorrower and its Affiliates, Operating Lessee and their Affiliatesincluding, without limitation, reissuing opinions delivered on the Closing Date addressed to Lender’s successors in the Loan, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies;; and (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may requireDocuments; and (iv) execute amendments to the Loan Documents and to each Borrower’s organizational documents requested by Lender; provided, however, that Borrowers Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change have the interest rate, the stated maturity or the amortization effect of principal as set forth herein or in the Note, or (B) modify or amend changing any other material economic term of the Loanthis Agreement. (c) If requested by Lender, each Borrower shall provide Lender with the following financial statements (it being understood that Lender shall request (i) full financial statements if it anticipates that the principal amount of the Loan at the time of a Securitization may, or if the principal amount of the Loan at any time during which the Loan is included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included in the Securitization, and (ii) summaries of such financial statements if the principal amount of the Loan at any such time equals or exceeds ten percent (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Date, a balance sheet with respect to each of the Properties for the two most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties for the three most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3-02 of Regulation S-X (all of such financial statements, collectively, the “Standard Statements”); provided, however, that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been acquired by the applicable Borrower from an unaffiliated third party, as to which the other conditions set forth in Section 210.3-05 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3-05 of Regulation S-X (“Acquired Property Statements”). (ii) Not later than forty-five (45) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not later than ninety (90) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties as of the end of such Fiscal Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for such Fiscal Year, meeting the requirements of Section 210.3-02

Sale of Mortgages and Securitization. Subject to Section 9.4 hereof: (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) shall are each hereinafter be referred to collectively as a “Secondary Market TransactionsTransaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrowers and Operating Lessees shall assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace or marketplace, by prospective investors, the Rating Agencies Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to each of the PropertiesProperty, the business operated at each of Property, each Borrower, each Operating Lessee, the PropertiesManager and (if a sub-management agreement then exists) Sub-Manager, Borrowersincluding, Operating Lessee and without limitation, the Managersinformation set forth on Exhibit A attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to each of the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of Property, the Properties Loan Documents, and Borrowerseach Borrower, each Operating Lessee and their Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments to the Loan Documents and to each Borrower’s organizational documents requested by Lender; provided, however, that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change review any Disclosure Document or any interim draft thereof furnished by Lender to Borrowers or Operating Lessees with respect to information contained therein that was furnished to Lender by or on behalf of Borrowers or Operating Lessees in connection with the interest rate, the stated maturity or the amortization preparation of principal as set forth herein such Disclosure Document or in connection with the Noteunderwriting or closing of the Loan, or including financial statements of Borrowers and Operating Lessees and Guarantors, operating statements and rent rolls with respect to the Properties, and (B) modify within three (3) Business Days following Borrowers’ receipt thereof, provide to Lender in writing any revisions to such Disclosure Document or amend interim draft thereof necessary or advisable to insure that such reviewed information does not contain any other untrue statement of a material economic term of the Loanfact or omit to state any material fact necessary to make statements contained therein not misleading. (c) If requested If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrowers or Operating Lessees alone or Borrowers or Operating Lessees and one or more Affiliates of Borrowers or Operating Lessees (including any guarantor or other Person that is directly or indirectly committed by Lendercontract or otherwise to make payments on all or a part of the Loan) collectively, each Borrower or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrowers shall provide furnish to Lender with upon request the following financial statements (it being understood that Lender shall request information: (i) full financial statements if it anticipates Lender expects that the principal amount of the Loan at together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for each Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of a Securitization mayRegulation S-K and Item 1112(b)(1) of Regulation AB), or or (ii) if Lender expects that the principal amount of the Loan at together with any time during which Related Loans, as of the Loan is included in a Securitization doescut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, and (ii) summaries of such the financial statements if the principal amount required under Item 1112(b)(2) of the Loan at any such time equals or exceeds ten percent Regulation AB (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Datewhich includes, but may not be limited to, a balance sheet with respect to each of the Properties entity that Lender determines to be a Significant Obligor for the two most recent Fiscal Years or for such shorter owned periodand applicable interim periods, meeting the requirements of Section 210.3Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties Property for the three most recent Fiscal Years or for such shorter owned periodand applicable interim periods, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3Rule 3-02 of Regulation S-X (all of such financial statementsor if Lender determines that the Properties are the Significant Obligor and the Properties (other than properties that are hotels, collectivelynursing homes, the “Standard Statements”); provided, however, or other properties that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been or other legal requirements) were acquired by the applicable Borrower from an unaffiliated third party, as to which party and the other conditions set forth in Section 210.3Rule 3-05 14 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3Rule 3-05 14 of Regulation S-X (“Acquired Property Statements”X)). (d) Further, if requested by Lender, Borrowers and Operating Lessees shall, promptly upon Lender’s request, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any Tenant under any Lease at any Property if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such Tenant or group of Affiliated Tenants under any Lease within all of the mortgage loans included or expected to be included in the Securitization such that such Tenant or group of Affiliated Tenants under any Lease would constitute a Significant Obligor. Borrowers and Operating Lessees shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such Tenants under any Lease meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender determines that Borrowers or Operating Lessees alone or Borrowers or Operating Lessees and one or more Affiliates of any Borrowers or any Operating Lessees collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrowers shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) Not with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than forty-five thirty (4530) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, Borrower and statements of income Operating Lessee and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i2) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not not later than ninety seventy-five (9075) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties Borrower and Operating Lessee. (g) If requested by Lender, Borrowers and Operating Lessees shall provide Lender, promptly, and in any event within three (3) Business Days following Lender’s request therefor, with any other or additional financial statements, or financial, statistical or operating information, as of the end of such Fiscal Year, meeting the requirements of Section 210.3Lender shall reasonably determine to be required pursuant to Regulation S-01 of K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements relating to a Securitization or as shall otherwise be reasonably requested by the Lender. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and statements any Related Loans are included in a Securitization, Borrowers and Operating Lessees shall provide Lender, promptly upon request, a list of income and statements Tenants (including all affiliates of cash flows such Tenants) that in the aggregate of each all the Properties (1) occupy 10% or more (but less than 20%) of the Properties for such Fiscal Yeartotal floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, meeting and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base. (i) All financial statements provided by Borrowers and Operating Lessees pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with GAAP, and shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements relating to a Fiscal Year shall be audited by Independent Accountants in accordance with generally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements shall be certified by the chief financial officer of Borrower and/or Operating Lessee, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. Notwithstanding anything to the contrary contained in this Section 210.3-029.1(i), in lieu of the financial statements required pursuant to this Section 9.1(i), Borrowers and/or Operating Lessees may deliver financial statements of REIT, to the extent all of the information described in this Section 9.1(i) is included in such REIT financial statements and to the extent that such Borrower and/or Operating Lessee financial information are included in a consolidated financial statement of REIT, within the time periods set forth in this Section 9.1; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of each Borrower, Operating Lessee and each Property from the REIT and such consolidated financial statements shall be certified as true, correct and complete in all material respects by the chief financial officer of REIT.

Sale of Mortgages and Securitization. (a) Lender shall have the right right, at Lender's option, (i) to sell or otherwise transfer the Loan or any portion thereof and the Loan Documents as a whole loan, (ii) to sell a participation interests interest in the Loan, Loan and the Loan Documents or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions transaction referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “Secondary Market Transactions” "SECONDARY MARKET TRANSACTIONS" and the transactions transaction referred to in clause (iii) shall hereinafter be referred to as a “Securitization”"SECURITIZATION". Any certificates, notes certificates or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”"SECURITIES"). (b) If requested by At the request of Lender, Borrowers Borrower shall assist Lender, at Lender’s expense, in satisfying use reasonable efforts to satisfy the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including including, without limitation, to: (i) (A) provide updated such financial and other information with respect to each of the Properties, the business operated at each of the Properties, Borrowers, Operating Lessee Borrower and the ManagersManager, (B) provide updated budgets relating to each of the Properties, Properties and (C) provide updated to perform or permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s 's and, if appropriate, Phase II’s's), property condition engineering reports and other due diligence investigations of each of the Properties, each at Lender’s expense as may be reasonably requested by Lender or the Rating Agencies or as may be necessary or appropriate in connection with any Secondary Market Transactions (the “Updated Information”"PROVIDED INFORMATION"), together, if customary, with appropriate verification of the Updated Provided Information through letters of auditors or opinions of counsel acceptable to the Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance conveyance, and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of the Properties and Borrowers, Operating Lessee Borrower and their Affiliatesits affiliates, which counsel and opinions shall be reasonably satisfactory to Lender and the Rating Agencies; (iii) provide updated, make such representations and warranties as of the closing date of the Secondary Market TransactionTransaction with respect to the Properties, Borrower, and the Loan Documents as are customarily provided in Secondary Market Transactions and as may be reasonably requested by the Lender or the Rating Agencies and consistent with the representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may requireDocuments; and (iv) execute such amendments to the Loan Documents and Borrower's organizational documents, enter into a lockbox or similar arrangement with respect to each Borrower’s organizational documents the Rents and establish and fund such reserve funds as may be requested by LenderLender or the Rating Agencies or otherwise to effect the Secondary Market Transaction; provided, however, that Borrowers the Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (Ai) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (Bii) modify or amend any other material economic term of the Loan. (c) If requested All third party costs and expenses incurred by Lender, each Borrower shall provide Lender in connection with the following financial statements (it being understood that Lender shall request (i) full financial statements if it anticipates that the principal amount Securitization or other sale or transfer of the Loan at for which Borrower would not otherwise be responsible under the time of a Loan Documents absent the Securitization may, and all additional reasonable third party costs and expenses incurred by Borrower in connection with the Securitization or if the principal amount other sale or transfer of the Loan at any time during for which Borrower would not otherwise be responsible under the Loan is included in a Documents absent the Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included in the Securitization, and (ii) summaries of such financial statements if the principal amount of the Loan at any such time equals or exceeds ten percent (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Date, a balance sheet with respect to each of the Properties for the two most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties for the three most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3-02 of Regulation S-X (all of such financial statements, collectively, the “Standard Statements”); provided, however, that if any Property would shall be deemed to constitute a business and not real estate under Regulation S-X that has been acquired by the applicable Borrower from an unaffiliated third party, as to which the other conditions set forth in Section 210.3-05 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3-05 of Regulation S-X (“Acquired Property Statements”). (ii) Not later than forty-five (45) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested paid by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not later than ninety (90) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties as of the end of such Fiscal Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for such Fiscal Year, meeting the requirements of Section 210.3-02

Sale of Mortgages and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, Loan or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions transaction referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “"Secondary Market Transactions” " and the transactions referred to in clause (iii) shall hereinafter be referred to as a “"Securitization”. ." Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “"Securities”"). (b) If requested by Lender, Borrowers each Borrower shall assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including including, without limitation, to: (i) (A) provide updated financial and other information with respect to each of the Properties, the business operated at each of the Properties, Borrowerseach Borrower, Operating Lessee each Mortgage Borrower and the Managers, (B) provide updated budgets relating to each of the Properties, Properties and (C) provide updated appraisals, market studies, environmental reviews assessments (Phase I’s 's and, if appropriate, Phase II’s's), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense Properties (the “"Updated Information”"), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale consolidation or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of the Properties and Borrowers, Operating Lessee Borrowers and their Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments to the Loan Documents and to each any Borrower’s 's organizational documents reasonably requested by Lender; provided, however, that Borrowers such Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material economic term of the Loan. (c) If requested Each Borrower acknowledges that the Loan may be further divided into two or more separate notes (or components) that correspond to one or more tranches of certificates created in a Securitization and each Borrower agrees to cooperate with Lender in connection therewith. Such notes or note components may be assigned different interest rates, so long as the weighted average of such interest rates equals the applicable Interest Rate; provided, that each Borrower recognizes that, in the case of partial prepayments associated with principal reduction funded from Net Proceeds, the application of amounts to principal following an Event of Default under the Loan, or any other prepayment of a portion of the Loan by Lenderany Borrower, the weighted average interest rate of the Loan may increase because principal may be applied sequentially, starting with the most senior tranche of certificates. In addition, each Borrower shall provide Lender with the following financial statements (it being understood acknowledges and agrees that Lender shall request (i) full financial statements if it anticipates have the right to split the Note into an "A" note and a "B" note and each Borrower agrees to cooperate with Lender in connection therewith in connection with the foregoing so long as the weighted average interest rate of the "A" note and the "B" note equals the applicable Interest Rate; provided, that each Borrower recognizes that, in the case of partial prepayments associated with principal amount reduction funded from Net Proceeds, the application of amounts to principal following an Event of Default under the Loan, or any other prepayment of a portion of the Loan at by any Borrower, the time of a Securitization may, or if the principal amount weighted average interest rate of the Loan at any time during which the Loan is included may increase because in a Securitization does, equal or exceed twenty percent (20%) of the aggregate certain circumstances principal amount of all mortgage loans included in the Securitization, and (ii) summaries of such financial statements if the principal amount of the Loan at any such time equals or exceeds ten percent (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Date, a balance sheet with respect to each of the Properties for the two most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties for the three most recent Fiscal Years or for such shorter owned period, meeting the requirements of Section 210.3-02 of Regulation S-X, and, may be applied sequentially to the extent that such balance sheet is more than 135 days old as of "A" and the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3-02 of Regulation S-X (all of such financial statements, collectively, the “Standard Statements”); provided, however, that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been acquired by the applicable Borrower from an unaffiliated third party, as to which the other conditions set forth in Section 210.3-05 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3-05 of Regulation S-X (“Acquired Property Statements”)"B" note. (ii) Not later than forty-five (45) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not later than ninety (90) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties as of the end of such Fiscal Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and statements of income and statements of cash flows of each of the Properties for such Fiscal Year, meeting the requirements of Section 210.3-02

Sale of Mortgages and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a in one or more pooled loan securitizationsecuritizations. (The transactions referred to in clauses (i), (ii) and (iii) shall are each hereinafter be referred to collectively as a “Secondary Market TransactionsTransaction” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “Securitization”. Any certificates, notes or other securities issued in connection with a Securitization Secondary Market Transaction are hereinafter referred to as “Securities”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. (b) If requested by Lender, Borrowers shall assist Lender, at Lender’s expense, Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace or marketplace, by prospective investors, the Rating Agencies Agencies, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to: (i) (A) provide updated financial and other information with respect to each of the PropertiesProperty, the business operated at each of the PropertiesProperty, Borrowerseach Borrower, Operating Lessee each Guarantor and the ManagersManager, including, without limitation, the information set forth on Exhibit B attached hereto, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to each of the PropertiesProperty, and (C) provide updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each of the Properties, each at Lender’s expense Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies; (ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to each of Property, the Properties Loan Documents, and Borrowers, Operating Lessee each Borrower and their its Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; (iii) provide updated, as of the closing date of the any Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and (iv) execute amendments to the Loan Documents and to each Borrower’s organizational documents requested by Lender; provided, however, that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change review any Disclosure Document or any interim draft thereof furnished by Lender to Borrowers with respect to information contained therein that was furnished to Lender by or on behalf of Borrowers in connection with the interest rate, the stated maturity or the amortization preparation of principal as set forth herein such Disclosure Document or in connection with the Noteunderwriting or closing of the Loan, or including financial statements of Borrowers and Guarantors, operating statements and rent rolls with respect to the Properties, and (B) modify within three (3) Business Days following Borrowers’ receipt thereof, provide to Lender in writing any revisions to such Disclosure Document or amend interim draft thereof necessary or advisable to insure that such reviewed information does not contain any other untrue statement of a material economic term of the Loanfact or omit to state any material fact necessary to make statements contained therein not misleading. (c) If requested If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrowers alone or Borrowers and one or more Affiliates of Borrowers (including any guarantor or other Person that is directly or indirectly committed by Lendercontract or otherwise to make payments on all or a part of the Loan) collectively, each Borrower or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrowers shall provide furnish to Lender with upon request the following financial statements (it being understood that Lender shall request information: (i) full financial statements if it anticipates Lender expects that the principal amount of the Loan at together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for each Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of a Securitization mayRegulation S-K and Item 1112(b)(1) of Regulation AB), or or (ii) if Lender expects that the principal amount of the Loan at together with any time during which Related Loans, as of the Loan is included in a Securitization doescut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, and (ii) summaries of such the financial statements if the principal amount required under Item 1112(b)(2) of the Loan at any such time equals or exceeds ten percent Regulation AB (10.0)% of such aggregate principal amount) (all references to Regulation S-X in this Section 9.1(c) referring to Regulation S-X of the Securities Act): (i) As of the Closing Datewhich includes, but may not be limited to, a balance sheet with respect to each of the Properties entity that Lender determines to be a Significant Obligor for the two most recent Fiscal Years or for such shorter owned periodand applicable interim periods, meeting the requirements of Section 210.3Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to each of the Properties Property for the three most recent Fiscal Years or for such shorter owned periodand applicable interim periods, meeting the requirements of Section 210.3-02 of Regulation S-X, and, to the extent that such balance sheet is more than 135 days old as of the Closing Date, interim financial statements of each of the Properties meeting the requirements of Sections 210.3-01 and 210.3Rule 3-02 of Regulation S-X (all of such financial statementsor if Lender determines that the Properties are the Significant Obligor and the Properties (other than properties that are hotels, collectivelynursing homes, the “Standard Statements”); provided, however, or other properties that if any Property would be deemed to constitute a business and not real estate under Regulation S-X that has been or other legal requirements) were acquired by the applicable Borrower from an unaffiliated third party, as to which party and the other conditions set forth in Section 210.3Rule 3-05 14 of Regulation S-X for provision of financial statements in accordance with such Section have been met, at Lender’s election in lieu of or in addition to the Standard Statements otherwise required by this Section 9.1(c)(i), the applicable Borrower shall instead provide the financial statements required by such Section 210.3Rule 3-05 14 of Regulation S-X (“Acquired Property Statements”X)). (d) Further, if requested by Lender, Borrowers shall, promptly upon Lender’s request, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any Tenant under any Lease at any Property (to the extent available to Borrower) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such Tenant or group of affiliated Tenants under any Lease within all of the mortgage loans included or expected to be included in the Securitization such that such Tenant or group of affiliated Tenants under any Lease would constitute a Significant Obligor. Borrowers shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such Tenants under any Lease meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (e) If Lender determines that Borrowers alone or Borrowers and one or more Affiliates of any Borrowers collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrowers shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements. (f) Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished to Lender within the following time periods: (i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and (ii) Not with respect to ongoing information required under Section 9.1(d) and (e) above, (1) not later than forty-five thirty (4530) days after the end of each fiscal quarter following the Closing Date, a balance sheet of each of the Properties as of the end of such fiscal quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, Borrower and statements of income and statements of cash flows of each of the Properties for the period commencing on the day following the last day of the most recent Fiscal Year and ending on the date of such balance sheet and for the corresponding period of the most recent Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X (provided that if for such corresponding period of the most recent Fiscal Year, Acquired Property Statements were permitted to be provided hereunder pursuant to paragraph (i2) above, the applicable Borrower or Borrowers shall instead provide Acquired Property Statements for such corresponding period). If requested by Lender, each Borrower shall also provide “summarized financial information,” as defined in Section 210.1-02(bb) of Regulation S-X, with respect to such quarterly financial statements. (iii) Not not later than ninety seventy-five (9075) days after the end of each Fiscal Year following the Closing Date, a balance sheet of each of the Properties Borrower. (g) If requested by Lender, Borrowers shall provide Lender, promptly, and in any event within three (3) Business Days following Lender’s request therefor, with any other or additional financial statements, or financial, statistical or operating information, as of the end of such Fiscal Year, meeting the requirements of Section 210.3Lender shall reasonably determine to be required pursuant to Regulation S-01 of K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements relating to a Securitization or as shall otherwise be reasonably requested by the Lender. (h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and statements any Related Loans are included in a Securitization, Borrowers shall provide Lender, promptly upon request, a list of income and statements Tenants (including all affiliates of cash flows such Tenants) that in the aggregate of each all the Properties (1) occupy 10% or more (but less than 20%) of the Properties for such Fiscal Yeartotal floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, meeting and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. (i) All financial statements provided by Borrowers pursuant to this Section 9.1(c), (d), (e) or (f) shall be prepared in accordance with GAAP, and shall meet the requirements of Section 210.3Regulation S-02K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements relating to a Fiscal Year shall be audited by Independent Accountants in accordance with generally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (j) In connection with any Secondary Market Transaction, Lender shall have the right, and Borrowers hereby authorize Lender, to disclose any and all information in Lender’s possession regarding Borrowers, Guarantors, any Manager, any Property and/or the Loan in any Disclosure Document, in any promotional or marketing materials that are prepared by or on behalf of Lender in connection with such Secondary Market Transaction or in connection with any oral or written presentation made by or on behalf of Lender, including without limitation, to any actual or potential investors and any Rating Agencies and other NRSROs.