SPREADSHEET PROGRAM AND
SAVED AS WORD PROCESSING FILES).
(H)
BORROWER AGREES THAT LENDER MAY FORWARD TO EACH PURCHASER,
TRANSFEREE, ASSIGNEE, SERVICER, PARTICIPANT, OR INVESTOR IN ALL OR ANY PORTION
OF THE LOAN OR ANY SECURITIES (COLLECTIVELY, THE "INVESTOR") OR ANY RATING
AGENCY RATING SUCH PARTICIPATIONS AND/OR SECURITIES AND EACH PROSPECTIVE
INVESTOR, AND ANY ORGANIZATION MAINTAINING DATABASES ON THE UNDERWRITING AND
PERFORMANCE OF COMMERCIAL MORTGAGE LOANS, ALL DOCUMENTS AND INFORMATION WHICH
LENDER NOW HAS OR MAY HEREAFTER ACQUIRE RELATING TO THE DEBT AND TO BORROWER,
ANY GUARANTOR, ANY INDEMNITOR AND THE PROPERTIES, WHETHER FURNISHED BY BORROWER,
ANY GUARANTOR, ANY INDEMNITOR OR OTHERWISE, AS LENDER DETERMINES NECESSARY OR
DESIRABLE.
BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE UNDER ANY
APPLICABLE LAWS TO PROHIBIT SUCH DISCLOSURE, INCLUDING, BUT NOT LIMITED, TO ANY
RIGHT OF PRIVACY.
NOTWITHSTANDING THE FOREGOING, LENDER AGREES TO TREAT AS
CONFIDENTIAL, AND TO NOT DISCLOSE WITHOUT THE OPERATING TENANT'S WRITTEN
CONSENT, ALL INCOME AND EXPENSE STATEMENTS FOR THE BUSINESS AT EACH INDIVIDUAL
PROPERTY AND ANY OTHER INFORMATION SPECIFIC TO AN INDIVIDUAL PROPERTY INCLUDING,
BUT NOT LIMITED TO, THE REPORTS DELIVERED UNDER SECTIONS 5.1.10(A), (B) AND (D)
(COLLECTIVELY, THE "CONFIDENTIAL INFORMATION"); PROVIDED, HOWEVER, THAT
CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION WHICH (I) IS ALREADY KNOWN
TO LENDER PRIOR TO RECEIPT AS EVIDENCED BY PRIOR DOCUMENTATION THEREOF OR HAS
BEEN INDEPENDENTLY DEVELOPED BY LENDER ON A NON-CONFIDENTIAL BASIS; (II) IS OR
BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF AN IMPROPER
DISCLOSURE BY LENDER OR ITS REPRESENTATIVES; (III) BECOMES AVAILABLE TO LENDER
ON A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE OPERATING TENANT,
BORROWER OR ANY OF THEIR REPRESENTATIVES, PROVIDED THAT SUCH SOURCE IS NOT, TO
LENDER'S
73
KNOWLEDGE, BOUND BY A CONFIDENTIALITY AGREEMENT WITH OR OTHER CONTRACTUAL, LEGAL
OR FIDUCIARY OBLIGATION OF CONFIDENTIALITY TO THE OPERATING TENANT OR BORROWER
WITH RESPECT TO SUCH INFORMATION; OR (IV) IS DISCLOSED PURSUANT TO A REQUIREMENT
OF A COURT, ADMINISTRATIVE AGENCY OR OTHER REGULATORY OR GOVERNMENTAL BODY OR IS
DISCLOSED PURSUANT TO APPLICABLE LAW, RULE OR REGULATION.
NOTWITHSTANDING THE
FOREGOING, LENDER MAY, WITHOUT THE WRITTEN CONSENT OF BORROWER OR THE OPERATING
TENANT, DISCLOSE ANY CONFIDENTIAL INFORMATION SOLELY TO A TRUSTEE IN CONNECTION
WITH A SECURITIZATION OR A RATING AGENCY INVOLVED WITH RESPECT TO SUCH
SECURITIZATION (COLLECTIVELY, THE "DISCLOSURE PARTIES") AND THE DISCLOSURE
PARTIES MAY FURTHER DISCLOSE THE CONFIDENTIAL INFORMATION SOLELY TO "B-PIECE
BUYERS" IN CONNECTION WITH THE SECURITIZATION OR AN INSTITUTIONAL INVESTOR THAT
TYPICALLY INVESTS IN SECURITIZATIONS OF THIS TYPE AND SIZE ("OTHER PARTIES") TO
THE EXTENT THE DISCLOSURE PARTIES
CUSTOMARILY DISCLOSE THE SAME TO THE OTHER
PARTIES IN CONNECTION WITH THE SECURITIZATION AND TO THE EXTENT REQUESTED BY THE
OTHER PARTIES; PROVIDED THAT (A) THE DISCLOSURE PARTIES AND THE OTHER PARTIES
ARE ADVISED THAT THE CONFIDENTIAL INFORMATION IS CONFIDENTIAL, (B) THE
CONFIDENTIAL INFORMATION MAY NOT BE PLACED IN ANY PROSPECTUS, OR OTHER
SECURITIES OFFERING MATERIAL OR OTHER WRITTEN MATERIALS BY LENDER, OR ANY
TRUSTEE OR RATING AGENCY OR ANY AFFILIATE, AND (C) THE DISCLOSURE PARTIES AND