Common use of Secondary Market Transactions Clause in Contracts

Secondary Market Transactions. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan and/or (ii) to sell participation interests in the Loan. The transaction referred to in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as “Secondary Market Transactions”. (b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower, Guarantor, Sponsor and Manager, (B) provide updated budgets relating to the Property 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 the 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 and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, matters of Delaware (or Maryland, as applicable) and federal bankruptcy law relating to limited liability companies and true sale or any other opinion customary in Secondary Market Transactions with respect to the Property and Borrower and Borrower’s Affiliates, which counsel and opinions shall be satisfactory in form and substance to Lender; (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 Lender may reasonably require; (iv) provide such information, documents and agreements relating to the Property Documents as Lender may reasonably request in connection with a Secondary Market Transaction; and (v) execute such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure (any of the foregoing, a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would change the interest rate, the stated maturity or the amortization of principal set forth in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note. (c) Lender may disseminate to any Lender Party (and to any investment banking firms, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction) all documents and financial and other information then possessed by or known to Lender with respect to: (a) the Property and its operation; and (b) any party connected with the Loan (including, without limitation, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, any guarantor).

Secondary Market Transactions. Each Borrower acknowledges that (a) each Lender shall have may without the right consent from such Borrower or prior notice to such Borrower (i) sell all or a portion of its Notes together with its rights as a Lender with respect to such Type of Notes under this Agreement and the other Loan Documents as set forth herein to one or more Institutional Investors, (ii) participate and/or syndicate the Loans, subject to Section 11.22 hereof, to one or more Institutional Investors, or (iii) otherwise sell, transfer or assign the Loans or interests therein to Institutional Investors in one or more transactions (the transactions referred to in clause (a) are hereinafter also each referred to as a “Secondary Market Transaction”), (b) after such time as the Earnout Advances shall have been fully funded or shall have expired, the Administrative Agent may without the consent of such Borrower or notice to such Borrower sell or otherwise transfer the Loan all or any portion thereof of its rights and obligations as a whole loan administrative agent hereunder or under any of the other Loan Documents as permitted in Section 13.8 hereof, and/or (c) the Administrative Agent may without the consent of such Borrower or notice to such Borrower sell or transfer all or any portion of its rights and obligations as administrative agent hereunder if (i) the Administrative Agent is required to resign or is removed by the Lenders in connection with any syndication, participation or other agreement governing co-investment in the Loan and/or (ii) the Administrative Agent is exiting the business of serving as administrative agent on commercial loans similar to sell participation interests the Loans. Each Borrower shall reasonably cooperate with the Administrative Agent and each Lender in the Loan. The transaction referred to in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as “effecting any such Secondary Market Transactions”. (b) If requested by Lender, Borrower Transaction and shall assist Lender in satisfying reasonably cooperate and use all reasonable efforts to satisfy the market standards to which the Administrative Agent and each Lender customarily adheres or which may be reasonably required by any participant, investor, purchaser or any Rating Agency involved in the marketplace in connection with any Secondary Market Transactions, Transaction (including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower, Guarantor, Sponsor and Manager, (B) provide updated budgets relating to the Property 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 delivery of the 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 and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, matters of Delaware (or Maryland, as applicable) and federal bankruptcy law relating to limited liability companies and true sale or any other opinion customary in Secondary Market Transactions with respect to the Property and Borrower and Borrower’s Affiliates, which counsel and opinions shall be satisfactory in form and substance similar to Lender; (iii) provide updatedthe opinions of counsel delivered to the Administrative Agent on the date hereof and delivery of estoppel certificates of each Borrower, as of the closing date of the Secondary Market Transaction, representations each Borrower Party and warranties made in the Loan Documents and such additional representations and warranties as the Lender may reasonably require; (iv) each Manager). Each Borrower shall provide such information, information and documents and agreements relating to the Property Documents Borrowers and the Properties as the Administrative Agent and each Lender may reasonably request in connection with a such Secondary Market Transaction; and (v) execute such amendments . In addition, each Borrower shall make available to the Administrative Agent and the Lenders all information concerning the Properties, its business and operations that the Administrative Agent and the Lenders may reasonably request. The Administrative Agent and the Lenders shall be permitted to share all information with the participants, investors, purchasers, investment banking firms, Rating Agencies, accounting firms, law firms and third-party advisory firms involved with the Loans and Loan Documents or the applicable Secondary Market Transaction. The Administrative Agent and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender including, without limitation, bifurcation the Lenders and all of the Loan into two aforesaid participants, investors, purchasers, advisors, Rating Agencies and professional firms shall be entitled to rely on the information supplied by or more components and/or separate notes and/or creating a senior/subordinate note structure (any on behalf of the foregoingBorrowers. Each Borrower also agrees to execute any amendment of or supplement to this Agreement and the other Loan Documents as the Administrative Agent and the Lenders may reasonably request in connection with any Secondary Market Transaction, a “Loan Bifurcation”); provided, however, provided that Borrower shall such amendment or supplement does not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal set forth in the NoteNotes, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon (ii) modify or amend any other economic term of the original Note. Loans or (ciii) Lender may disseminate to materially increase any Lender Party (and to Borrower’s obligations or materially diminish any investment banking firms, accounting firms, law firms and other third party advisory firms and investors involved with Borrower’s rights under the Loan and the Loan Documents or the applicable Secondary Market Transaction) all documents and financial and other information then possessed by or known to Lender with respect to: (a) the Property and its operation; and (b) any party connected with the Loan (including, without limitation, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, any guarantor)Documents.

Secondary Market Transactions. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan and/or (ii) to sell participation interests in the Loan. The transaction referred to in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as “Secondary Market Transactions”. (b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower, Guarantor, Sponsor and Manager, (B) provide updated budgets relating to the Property 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 the 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 and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, matters of Delaware (or Maryland, as applicable) and federal bankruptcy law relating to limited liability companies and true sale or any other opinion customary in Secondary Market Transactions with respect to the Property and Borrower and Borrower’s Affiliates, which counsel and opinions shall be satisfactory in form and substance to Lender; (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 Lender may reasonably require; (iv) provide such information, documents and agreements relating to the Property Documents as Lender may reasonably request in connection with a Secondary Market Transaction; and (v) execute such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure (any of the foregoing, a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would change the interest rate, the stated maturity or the amortization of principal set forth in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note. (c) Lender may disseminate to any Lender Party (and to any investment banking firms, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction) all documents and financial and other information then possessed by or known to Lender with respect to: (a) the Property and its operation; and (b) any party connected with the Loan (including, without limitation, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, any guarantor).

Secondary Market Transactions. (a) Lender shall have the right may (i) sell the Loan and the Loan Documents to one or more investors as a whole, (ii) participate the Loan to one or more investors, (iii) deposit the Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise transfer sell the Loan or any portion thereof as a whole loan and/or interest therein to investors (ii) to sell participation interests in the Loan. The transaction transactions referred to in clauses (i) and through (iiiv) above shall are hereinafter be referred to, collectively, to as “"Secondary Market Transactions”. (b) If requested by "). Borrower shall, at Lender's expense, Borrower shall assist cooperate in good faith with Lender in satisfying effecting any such Secondary Market Transaction and shall cooperate in good faith to implement all requirements reasonably imposed by the market standards to which Lender customarily adheres or which may be reasonably required participants involved in the marketplace in connection with any Secondary Market TransactionsTransaction, including, without limitation, to: (i) (A) provide updated financial and all structural or other information with respect changes to the PropertyLoan, the business operated at the Propertymodifications to any Loan Documents, Borrower, Guarantor, Sponsor and Manager, (B) provide updated budgets relating to the Property 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 delivery of the 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, Agency and addressing such matters as the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, matters of Delaware (or Maryland, as applicable) and federal bankruptcy law relating to limited liability companies and true sale or any other opinion customary in Secondary Market Transactions with respect to the Property and Borrower and Borrower’s Affiliates, which counsel and opinions shall be satisfactory in form and substance to Lender; (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 Lender Agency may reasonably require; (iv) provide such information, documents and agreements relating to the Property Documents as Lender may reasonably request in connection with a Secondary Market Transaction; and (v) execute such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure (any of the foregoing, a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment Documents that would change modify (aa) the interest raterate payable under the Note, (bb) the stated maturity or of the Note, (cc) the amortization of principal set forth in of the Note, except or (dd) any other material economic term or other operating covenants of the Loan. Borrower shall provide such information and documents relating to Borrower or the Property as Lender or any Rating Agency may reasonably request in connection with a Secondary Market Transaction. Borrower acknowledges and agrees that all information relating to the Loan, the Loan Bifurcation Documents, the Property, and Borrower within the possession of or later acquired by Lender or its agents, may be disclosed to prospective or actual purchasers, participants, underwriters, Rating Agencies, other loan servicers, and persons or entities acting as trustee of any trusts, investment conduits, or other entities to which the Loan may result in varying fixed interest rates be assigned, and amortization schedules, but which shall have the same initial weighted average coupon of the original Note. (c) Lender may disseminate Borrower hereby consents to any Lender Party (and to any investment banking firms, accounting firms, law firms and other third party advisory firms and investors involved with such disclosures. Borrower acknowledges that certain information regarding the Loan and the Loan Documents or the applicable Secondary Market Transaction) all documents parties thereto and financial and other information then possessed by or known to Lender with respect to: (a) the Property and its operation; and (b) any party connected with the Loan (includingmay be included in a private placement memorandum, without limitationprospectus, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, any guarantor)other disclosure documents.

Secondary Market Transactions. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan and/or (ii) to sell participation interests in the Loan. The transaction referred to in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as “Secondary Market Transactions”. The cost and expense incurred by Lender and Borrower in connection with any Secondary Market Transaction under this Section 11.1 shall be borne by the party incurring such cost and/or expenses (for the avoidance of doubt, to the extent that Lender or Borrower incurs any cost and/or expense from its engagement of a third party in connection with a Secondary Market Transaction, then the party so engaging such third party shall bear such third-party expenses). (b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower, Guarantor, Sponsor Guarantor and Manager, (B) provide updated budgets relating to the Property 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 the 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 and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, matters of Delaware (or Maryland, as applicable) and federal bankruptcy law relating to limited liability companies and true sale or any other opinion customary in Secondary Market Transactions with respect to the Property and Borrower and Borrower’s Affiliates, which counsel and opinions shall be satisfactory in form and substance to Lender; (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 Lender may reasonably require; (iv) provide such information, documents and agreements relating to the Property Documents as Lender may reasonably request in connection with a Secondary Market Transaction; and (viv) execute such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure (any of the foregoing, a “Loan Bifurcation”); provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would change the interest rate, the stated maturity or the amortization of principal set forth in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note. (c) Lender may disseminate to any Lender Party (and to any investment banking firms, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction) all documents and financial and other information then possessed by or known to Lender with respect to: (a) the Property and its operation; and (b) any party connected with the Loan (including, without limitation, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, any guarantor).

Secondary Market Transactions. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan and/or thereof, (ii) to sell participation interests in the LoanLoan or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. The transaction transactions referred to in clauses (i), (ii) and (iiiii) above shall hereinafter be referred to, collectively, 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, Borrower shall assist use commercially reasonable efforts to cooperate with 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, at Lender’s sole cost and expense, including, without limitation, to: (i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower, Guarantor, Sponsor and ManagerManager consistent with the financial and other information required pursuant to Section 7.12 (provided that Guarantor shall only be required to provide information to the extent publicly available), (B) provide updated budgets relating to the Property 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 the Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel reasonably acceptable to Lender and the Rating Agencies; (ii) provide new or updated 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, matters of Delaware (or MarylandColorado, as applicable) and federal bankruptcy law relating to limited liability companies and true sale or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Property and Borrower and Borrower’s AffiliatesGuarantor, which counsel and opinions shall be reasonably satisfactory in form and substance to LenderLender 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 Lender may reasonably require; (iv) provide such information, documents and agreements relating to the Property Documents as Lender may reasonably request in connection with a Secondary Market TransactionDocuments; and (viv) execute such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure (any of the foregoing, a “Loan Bifurcation”); provided, however, that 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 set forth in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note, (b) change the aggregate principal balance of the Loan, (c) increase Borrower’s or Guarantor’s obligations under the Loan Documents, (d) decrease Borrower’s or Guarantors rights under the Loan Documents, or (e) modify or amend the exculpation provisions contained in Article 12. (c) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender may disseminate to any Lender Party (expects that Borrower alone or Borrower and to any investment banking firmsone or more Affiliates of Borrower collectively, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction) all documents and financial and other information then possessed by Property alone or known to Lender with respect to: (a) the Property and its operation; Related Properties collectively, will be a Significant Obligor for purposes of such Securitization, Borrower shall furnish (or cause to be furnished) to Lender upon request (i) the selected financial data or, if applicable, net operating income, described in Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and (b) at any party connected with time during which the Loan (includingor portion of the Loan included in such Securitization) and any Related Loans are included in a Securitization does, without limitationequal 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, Borroweras applicable, in such Securitization or (ii) the financial statements described in Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan (or portion of the Loan included in such Securitization) together with any partner Related Loans as of the cut-off date for such Securitization may, or member if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan (or a portion of the Loan included in such Securitization) and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than seventy-five (75) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any constituent partner period for which an Exchange Act Filing is not required. (d) All financial data and financial statements provided by Borrower hereunder pursuant to Section 13.1(c) and (d) hereof shall be prepared in accordance with GAAP, and shall meet the requirements of Regulation AB and other applicable legal requirements. All financial statements referred to in Section 13.1(c) above shall be audited by independent accountants of Borrower (which accountants shall be acceptable to Lender) in accordance with 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 AB and all applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All financial data and financial statements (audited or member unaudited) provided by Borrower under Section 13.1(c) shall be accompanied by an Officer’s Certificate stating that such financial statements meet the requirements set forth in the first sentence of this Section 13.1(d). Notwithstanding anything to the contrary set forth in this Article 13, Borrower shall not be required to provide “audited” financial statements with respect to Borrower. (e) If requested by Lender, Borrower shall provide Lender, promptly upon request, with any guarantorother or additional financial statements, or financial, statistical or operating information, as Lender shall determine to be required pursuant to Regulation AB or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by Lender. Notwithstanding anything to the contrary set forth in this Article 13, Borrower shall not be required to provide “audited” financial statements with respect to Borrower (f) In the event Lender determines, in connection with a Securitization, that the financial data and financial statements and (if applicable) related accountants’ reports and consents required in order to comply with Regulation AB or any amendment, modification or replacement of Regulation AB or with other legal requirements are other than as provided herein, then notwithstanding the provisions of Section 13.1(c) and (d), Lender may request, and Borrower shall promptly provide, such other financial statements and (if applicable) related accountants’ reports and consents as Lender determines to be necessary or appropriate for such compliance. Notwithstanding anything to the contrary set forth in this Article 13, Borrower shall not be required to provide “audited” financial statements with respect to Borrower.

Secondary Market Transactions. (a) Lender shall have the right (i) subject to Section 11.8(f), to sell or otherwise transfer the Loan (or any portion thereof as a whole loan and/or interest therein), and (ii) subject to Section 11.8(f), to sell participation interests in the LoanLoan (or any portion thereof and/or interest therein). The transaction transactions referred to in clauses (i) and (ii) above shall hereinafter be referred to, collectively, to collectively as “Secondary Market Transactions”. (b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including, without limitation, to: (i) provide (A) provide updated financial and other information with respect to the Property, the business operated at the Property, the Collateral, Borrower, Guarantor, Sponsor SPE Component Entity and Manager, and (B) provide updated budgets relating to the Property 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 the 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 AgenciesLender; (ii) provide new and/or updated opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, Lender as to substantive non-consolidation, fraudulent conveyance, matters of Delaware (or Maryland, as applicable) and federal bankruptcy law relating to limited liability companies and true sale or any other opinion customary in Secondary Market Transactions with respect to the Property, the Collateral, Property Documents, Ground Lease, Condominium Documents, Borrower, and any other Borrower Parties and Borrower’s Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Lender; (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 Lender may reasonably require; (iv) provide such information, documents and agreements relating to the Property Documents as Lender may reasonably request in connection with a Secondary Market TransactionDocuments; and (viv) execute such amendments to the Loan Documents, the Property Documents, the Ground Lease, the Condominium Documents and Borrower Borrower’s or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or otherwise to effect any Secondary Market Transaction, including, without limitation, bifurcation of (A) to amend and/or supplement the Independent Director provisions provided herein and therein, (B) reserved, (C) to bifurcate or further bifurcate, as applicable, the Loan into two or more components and/or additional separate notes (in addition to the Note) and/or creating a create senior/subordinate note structure structure(s) (including creating more B-Notes) (any of the foregoing, a “Loan Bifurcation”)) and (D) to modify all operative dates (including but not limited to payment dates, interest period start dates and end dates, etc.) under the Loan Documents, by up to ten (10) days; provided, however, that Borrower shall not be required to so modify or amend any Loan Document if such modification or amendment would (i) increase Borrower’s liability or decrease Borrower’s rights under the Loan Documents, (ii) change the interest rate, the stated maturity or the amortization of principal set forth in the Noteherein, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note. Note (cexcept following an Event of Default, prepayment following a Casualty or Condemnation or any principal payments received on the Loan) or (iii) provided that no Event of Default has occurred and is continuing, have any material and adverse tax consequences for Borrower or Sponsor, as determined, in writing, from a nationally recognized accounting firm reasonably acceptable to Lender, stating that such amendment would “more likely than not” (x) result in material cancellation of indebtedness income for tax purposes for Borrower or Sponsor or (y) cause a material risk that Sponsor would fail to qualify as a REIT, provided that Borrower shall provide to Lender a copy of such written tax advice. Notwithstanding anything to the contrary set forth herein, (I) Lender may disseminate complete a Loan Bifurcation or Uncrossing Event in its sole discretion and without notice to or consent of Borrower at any time and (II) nothing herein shall prohibit or restrict any Lender Party from selling, participating or otherwise transferring its Note (and to or any investment banking firms, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents portion thereof or the applicable Secondary Market Transaction) all documents and financial and other information then possessed by or known to Lender with respect to: (a) the Property and its operation; and (b) any party connected with the Loan (including, without limitation, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, any guarantorinterest therein).